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2004 Annual Report - Benetton Group

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<strong>Benetton</strong> <strong>Group</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2004</strong>


<strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />

Villa Minelli<br />

<strong>Benetton</strong> <strong>Group</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2004</strong><br />

Ponzano Veneto [Treviso] - Italy<br />

Share Capital: Euro 236,026,454.30 fully paid<br />

Tax ID/Treviso Company register: 00193320264


I N D E X<br />

2<br />

The <strong>Benetton</strong> <strong>Group</strong><br />

11 Directors’ report<br />

5 Directors and other officers<br />

7 Letter to Shareholders from the Chairman and Founder<br />

of the <strong>Benetton</strong> <strong>Group</strong>, Luciano <strong>Benetton</strong><br />

8 Financial highlights<br />

Markets, trademarks and licenses<br />

12 Production organization<br />

14 Human resources<br />

Information Technology<br />

15 Accounting, tax and corporate organization<br />

Investor Relations<br />

16 Communications<br />

17 Corporate Governance<br />

25 Supplementary information<br />

<strong>Benetton</strong> shares and shareholdings<br />

27 Performance of <strong>Benetton</strong> shares<br />

29 Relationships between the parent company,<br />

its subsidiaries and other related parties<br />

Management of financial risks<br />

30 Privacy and the protection of personal data<br />

31 Directors<br />

Principal organizational and corporate changes<br />

32 Significant events since year-end<br />

Outlook for 2005<br />

33 <strong>Group</strong> consolidated results<br />

Consolidated statement of income<br />

35 Performance by activity<br />

37 Financial situation - highlights


47 Consolidated financial statements<br />

42 Impact of introducing IAS/IFRS<br />

Development of the relative regulatory framework<br />

IAS/IFRS conversion process for the <strong>Benetton</strong> <strong>Group</strong><br />

48 Consolidated balance sheet reclassified according<br />

to financial criteria<br />

50 Consolidated statement of income with revenues<br />

and cost of sales reclassified<br />

52 Consolidated balance sheet – Assets<br />

54 Consolidated balance sheet – Liabilities, Shareholders’<br />

equity and Memorandum accounts<br />

56 Consolidated statement of income<br />

58 Statement of changes in Shareholders’ equity<br />

59 Statement of changes in minority interests<br />

60 Consolidated statement of cash flow<br />

62 Companies and groups included in the consolidation<br />

as of December 31, <strong>2004</strong><br />

65 Notes to the consolidated financial statements<br />

100 Auditors’ report<br />

Activities of the <strong>Group</strong><br />

Form and content of the consolidated financial statements<br />

66 Principles of consolidation<br />

67 Accounting principles and valuation criteria<br />

70 Supplementary information<br />

73 Comments on principal asset items<br />

82 Comments on principal liability and equity items<br />

90 Memorandum accounts<br />

91 Comments on principal items in the statement of income<br />

101 Glossary<br />

107 2005 financial calendar<br />

I N D E X<br />

3


Main consolidated companies as of December 31, <strong>2004</strong><br />

<strong>Benetton</strong> <strong>Group</strong> SpA<br />

Ponzano Veneto [Tv]<br />

100%0%<br />

Benind SpA<br />

Ponzano Veneto [Tv]<br />

100%<br />

Olimpias SpA<br />

Ponzano Veneto [Tv]<br />

100%<br />

SIGI Srl<br />

Ponzano Veneto [Tv]<br />

100%<br />

Fabrica SpA<br />

Ponzano Veneto [Tv]<br />

100%<br />

<strong>Benetton</strong> International SA<br />

Luxembourg<br />

100%<br />

<strong>Benetton</strong> International<br />

Property NV SA, Amsterdam<br />

100%<br />

<strong>Benetton</strong> Deutschland GmbH<br />

München<br />

100%<br />

<strong>Benetton</strong> Holding International<br />

NV SA, Amsterdam<br />

100%<br />

<strong>Benetton</strong> Retail Italia Srl<br />

Ponzano Veneto [Tv]<br />

50%<br />

Filatura di Vittorio Veneto SpA<br />

Vittorio Veneto [Tv]<br />

100%<br />

Buenos Aires 2000 Srl<br />

Ponzano Veneto [Tv]<br />

100%<br />

Colors Magazine Srl<br />

Ponzano Veneto [Tv]<br />

3%<br />

<strong>Benetton</strong> Real Estate Austria<br />

GmbH, Wien<br />

100%<br />

<strong>Benetton</strong> 2 Retail Comércio<br />

de Produtos Têxteis SA, Maia<br />

[Portugal]<br />

100%<br />

<strong>Benetton</strong> Realty Spain SL<br />

Barcelona<br />

100%<br />

<strong>Benetton</strong> Real Estate<br />

International SA, Luxembourg<br />

100%<br />

<strong>Benetton</strong> USA Corp.<br />

Wilmington<br />

100%<br />

<strong>Benetton</strong> Argentina SA<br />

Buenos Aires<br />

100%<br />

<strong>Benetton</strong> Ungheria Kft<br />

Nagykallo<br />

100%<br />

<strong>Benetton</strong> Manufacturing<br />

Holding NV, Amsterdam<br />

100%<br />

<strong>Benetton</strong> Japan Co Ltd<br />

Tokyo<br />

100%<br />

<strong>Benetton</strong> Finance SA<br />

Luxembourg<br />

100%<br />

<strong>Benetton</strong> Tunisia Sàrl<br />

Sahline<br />

100%<br />

Bentec SpA<br />

Ponzano Veneto [Tv]<br />

100%<br />

Benair SpA<br />

Ponzano Veneto [Tv]<br />

100%<br />

<strong>Benetton</strong> Retail Ungheria Kft<br />

Nagykallo<br />

100%<br />

<strong>Benetton</strong> Retail Spain SL<br />

Barcelona<br />

100%<br />

<strong>Benetton</strong> Real Estate Spain SL<br />

Barcelona<br />

97%<br />

<strong>Benetton</strong> Real Estate Austria<br />

GmbH, Wien<br />

100%<br />

<strong>Benetton</strong> Realty Portugal<br />

Imobiliaria SA, Maia [Portugal]<br />

100%<br />

<strong>Benetton</strong> Australia Pty Ltd<br />

Sydney<br />

100%<br />

<strong>Benetton</strong> Austria GmbH<br />

Salzburg<br />

100%<br />

Bencom Srl<br />

Ponzano Veneto [Tv]<br />

100%<br />

<strong>Benetton</strong> Retail Deutschland<br />

GmbH, München<br />

100%<br />

<strong>Benetton</strong> France Sàrl<br />

Paris<br />

100%<br />

DCM <strong>Benetton</strong> India Ltd<br />

New Delhi<br />

100%<br />

100%<br />

United Colors Communication SA <strong>Benetton</strong> Trading USA Inc<br />

Lugano<br />

Lawrenceville<br />

100%<br />

<strong>Benetton</strong> Croatia doo<br />

Osijek<br />

100%<br />

<strong>Benetton</strong> Slovakia sro<br />

Dolny Kubin<br />

50%<br />

<strong>Benetton</strong> Korea Inc<br />

Seoul<br />

100%<br />

<strong>Benetton</strong> Società di Servizi SA<br />

Lugano<br />

100%<br />

<strong>Benetton</strong> Trading Sàrl<br />

Sahline<br />

100%<br />

<strong>Benetton</strong> Retail [1988] Ltd<br />

London<br />

100%<br />

<strong>Benetton</strong> Real Estate<br />

Belgique SA, Bruxelles<br />

100%<br />

<strong>Benetton</strong> Realty France SA<br />

Paris<br />

100%<br />

<strong>Benetton</strong> Têxtil - Confecção<br />

de Têxteis SA, Maia [Portugal]<br />

100%<br />

<strong>Benetton</strong> Manufacturing<br />

Tunisia Sàrl, Sahline<br />

100%<br />

<strong>Benetton</strong> Retailing Japan Co Ltd<br />

Tokyo<br />

100%<br />

Lairb Property Ltd<br />

Dublin<br />

100%<br />

Denware Ltd<br />

London<br />

51%<br />

New Ben GmbH<br />

Frankfurt am Main<br />

100%<br />

<strong>Benetton</strong> Realty Russia OOO<br />

Moscow<br />

100%<br />

<strong>Benetton</strong> Asia Pacific Ltd<br />

Hong Kong<br />

100%<br />

United Colors of <strong>Benetton</strong><br />

Do Brasil Ltda, Curitiba


Board of Directors<br />

Board of Statutory Auditors<br />

Independent Auditors<br />

Directors and other officers<br />

Luciano <strong>Benetton</strong> [1] Chairman<br />

Carlo <strong>Benetton</strong> Deputy Chairman<br />

Silvano Cassano [2] Managing Director<br />

Giuliana <strong>Benetton</strong> Directors<br />

Gilberto <strong>Benetton</strong><br />

Alessandro <strong>Benetton</strong><br />

Reginald Bartholomew<br />

Luigi Arturo Bianchi<br />

Sergio De Simoi<br />

Gianni Mion<br />

Ulrich Weiss<br />

Pierluigi Bortolussi Secretary to the Board<br />

Angelo Casò Chairman<br />

Filippo Duodo Auditors<br />

Dino Sesani<br />

Antonio Cortellazzo Alternate Auditors<br />

Marco Leotta<br />

PricewaterhouseCoopers S.p.A.<br />

Powers granted<br />

[1] Company representation and power to carry out<br />

any action that is consistent with the Company’s<br />

purposes, except for those expressly reserved<br />

by law to the Board of Directors and to the<br />

Shareholders’ Meeting, with limitation on some<br />

categories of action.<br />

[2] Power to carry out any action relating to the<br />

ordinary administration of the Company as well<br />

as certain acts of extraordinary administration<br />

subject to limits on values.<br />

D I R EC TO R S A N D OTH E R O F F I C E R S<br />

5


Letter to Shareholders from the Chairman and Founder of the <strong>Benetton</strong> <strong>Group</strong>,<br />

Luciano <strong>Benetton</strong><br />

Dear Shareholders,<br />

<strong>2004</strong> closes with the distribution of dividends totaling 50% of net income [which was higher<br />

than forecasted], demonstrating the policy of the <strong>Benetton</strong> <strong>Group</strong> to create value for the<br />

shareholders and the market.<br />

During the year, we confirmed our talent for exporting, making 50% of total sales abroad. Having<br />

always adopted the practice of thinking and planning with a long-term entrepreneurial mentality,<br />

we intend to stay ahead of the competition, concentrating on emerging markets like China and<br />

India, where we are already among the principal western players in the clothing sector. In the<br />

Chinese market, we distribute our products; and India, where we produce and distribute, is our<br />

bridgehead to entry into other Asian countries.<br />

In fact, we are convinced that being entrepreneurs means believing in the future and in our abilities,<br />

taking advantage of difficult times in the market to become more competitive. And to invest more in<br />

the distribution network as well as in pricing policies that are more attractive to the customer.<br />

In 2005, in particular, we intend to increase our commitment, earmarking resources of more than<br />

200 million euro for development: with investments directed at restyling stores and new openings,<br />

as well as at the product, in order to achieve an even more excellent quality-price ratio, and at style<br />

and service to the network.<br />

These are important commitments that we take on with conviction and optimism because we<br />

believe in our network distribution model – a widespread presence in the world, in large capitals<br />

as well as in smaller towns – in cooperation with partners who, in turn, believe and invest in our<br />

common development plan.<br />

And these are responsible choices, directed towards future growth, which can be achieved only<br />

by those with substantial economic strength and constantly reducing financial position.<br />

Luciano <strong>Benetton</strong><br />

Chairman of the <strong>Benetton</strong> <strong>Group</strong><br />

LE T TE R TO S H A R E H O LDERS<br />

7


Financial highlights<br />

Key operating data [millions of euro] <strong>2004</strong> % 2003 % 2002 % 2001 % 2000 %<br />

Revenues 1,686 100.0 1,859 100.0 1,992 100.0 2,098 100.0 2,018 100.0<br />

Cost of sales 929 55.1 1,049 56.4 1,124 56.4 1,189 56.7 1,138 56.4<br />

Gross operating income 757 44.9 810 43.6 868 43.6 909 43.3 880 43.6<br />

Contribution margin 653 38.7 696 37.4 744 37.3 776 37.0 740 36.7<br />

EBITDA 317 18.8 335 18.0 376 18.8 398 19.0 400 19.8<br />

Income from operations 217 12.9 232 12.5 243 12.2 286 13.6 309 15.3<br />

Net income/[loss] for the year 123 7.3 108 5.8 [10] [0.5] 148 7.1 243 12.1<br />

Key financial data [millions of euro] <strong>2004</strong> 2003 2002 2001 2000<br />

Working capital 688 729 798 811 772<br />

Assets due to be sold 8 8 114 - -<br />

Net capital employed 1,668 1,655 1,768 1,896 1,723<br />

Net financial position 431 468 613 640 536<br />

Shareholders’ equity 1,230 1,174 1,141 1,241 1,175<br />

Self-financing 312 327 349 374 311<br />

Investments in tangible<br />

and intangible fixed assets 152 151 169 311 305<br />

Purchase of equity investments 22 19 1 - 7<br />

Financial ratios [in %] <strong>2004</strong> 2003 2002 2001 2000<br />

Return on equity [ROE] 10.0 9.2 [0.9] 11.9 20.7<br />

Return on investments [ROI] 13.0 14.0 13.7 15.1 17.9<br />

EBITDA 18.8 18.0 18.8 19.0 19.8<br />

Return on sales [ROS] 12.9 12.5 12.2 13.6 15.3<br />

Net income [loss]/Revenues 7.3 5.8 [0.5] 7.1 12.1<br />

Share and market data <strong>2004</strong> 2003 2002 2001 2000<br />

Earnings/[Loss] per share [euro] [1] 0.68 0.59 [0.05] 0.82 1.35<br />

Shareholders’ equity per share [euro] [1] 6.77 6.47 6.29 6.86 6.50<br />

Dividend per share [euro] [1] 0.34 0.38 0.35 0.41 0.46<br />

Pay out ratio [%] 50 64 n.a. 50 37<br />

Dividend yield 3.9 3.8 4.8 3.6 4.8<br />

Share price: December 31 [euro] 9.74 9.11 8.50 12.72 22.01<br />

Screen-based market: high [euro] 10.18 11.30 15.90 22.44 24.20<br />

Screen-based market: low [euro] 8.33 5.90 8.50 9.75 18.71<br />

Price/earnings ratio [P/E] 14.3 15.4 n.a. 15.5 16.5<br />

Share price/Shareholders’ equity per share 1.4 1.4 1.4 1.9 3.4<br />

Market capitalization [millions of euro] 1,768 1,654 1,543 2,309 3,996<br />

Average no. of shares outstanding [2] 181,558,811 181,558,811 181,341,018 180,720,969 180,505,910<br />

Number of shares outstanding 181,558,811 181,558,811 181,558,811 181,558,811 181,558,811<br />

[1] Restated after a reverse split of the shares approved by Shareholders’ Meeting on May 8, 2001.<br />

[2] Net of treasury shares held during the year.


<strong>2004</strong> revenues by activity [in %]<br />

Ricavi <strong>2004</strong> per area geografica (in %)<br />

Ricavi netti<br />

Ricavi netti<br />

Sportswear and equipment 4.4%<br />

Manufacturing and other 6.4%<br />

Casual 89.2%<br />

<strong>2004</strong> revenues by geographical area [in %]<br />

Rest of the world 0.3%<br />

Asia 10.3%<br />

The Americas 4.3%<br />

Europe 85.1%<br />

Net revenues [millions of euro]<br />

Total capital expenditures and self-financing [millions of euro]<br />

Total capital expenditures<br />

Self-financing<br />

174<br />

312<br />

170<br />

327<br />

170<br />

349<br />

311<br />

374<br />

312<br />

311<br />

1,686<br />

1,859<br />

1,992<br />

2,098<br />

2,018<br />

<strong>2004</strong><br />

2003<br />

2002<br />

2001<br />

2000<br />

<strong>2004</strong><br />

2003<br />

2002<br />

2001<br />

2000<br />

F I NANC IAL H I G H LIGHTS<br />

9


The <strong>Benetton</strong> <strong>Group</strong>, in <strong>2004</strong>, can be briefly summarized as follows: consolidated revenues of 1,686<br />

million euro, impacted by the sale of the sports equipment business [completed during the first half<br />

of 2003] and by continuing unfavorable trends in the principal foreign currency exchange rates;<br />

increasing net income, in line with forecasts, and a satisfying cash flow, with a significant gain in<br />

efficiency on the costs front; balance sheet strength, confirmed as being of the first order.<br />

With consumers being very cautious in their spending and a deflationary trend generated by<br />

both economic uncertainty and the ending of the multifiber agreement with China, the market is<br />

presenting complex challenges. The economic environment, in the principal European markets in<br />

particular, continues to be cautious.<br />

But the <strong>Group</strong> can count on significant strengths to compete in this highly competitive situation.<br />

I would particularly like to mention, on the one hand, a network of expert and experienced partners<br />

who work for and invest in the brand; and on the other, a management team that combines<br />

the traditional innovative <strong>Benetton</strong> culture with new and ambitious management and planning<br />

capabilities.<br />

In conclusion, we believe that we have strong foundations for the competitive relaunch of our<br />

business model in the medium term, which will enable the <strong>Group</strong> to compete in all international<br />

markets in future years.<br />

Silvano Cassano<br />

Managing Director<br />

Directors’ report<br />

Markets, trademarks and licenses<br />

The areas with highest growth in <strong>2004</strong> were Eastern European countries and Russia, followed<br />

by Spain and Switzerland where our presence was further consolidated. In a market of primary<br />

importance like Germany, our position was strengthened by a joint venture agreement and<br />

purchase of stores to be managed directly. The retail network has reached 200 stores in the<br />

principal international capitals of fashion; this is strategic for the protection of commercial<br />

positions which are already important or tactical for future development. In <strong>2004</strong>, there were<br />

new openings in Paris, in the prestigious Boulevard Haussmann, as well as in Berlin, Stuttgart,<br />

“Our market response must travel at the same speed as<br />

our ideas.” Fabrizio De Nardis, Chief Commercial Officer<br />

Stockholm, Fukuoka in Japan and St. Moritz in Switzerland.<br />

Regarding emerging countries, plans for commercial agreements are being studied in<br />

Middle-Eastern markets and an organization has been set up in India, controlled from Hong<br />

Kong, which is directly managing production and sales in the local market.<br />

D I R EC TO R S’ R E P O RT<br />

11


D I R EC TO R S’ R E P O RT<br />

12<br />

The stores network has been involved in a program to change internal architecture, developed<br />

following specific and consistent concepts with a more precise and distinctive positioning of<br />

the various brands. During <strong>2004</strong>, the new Twins concepts were launched for UCB, designed<br />

to express the various styles in the collections more effectively, and for Undercolors. In 2005,<br />

Pentagram, the new Sisley concept will make its debut.<br />

Also in <strong>2004</strong>, a progressive sales policy action was introduced which, confirming the central<br />

role and value of the partner-entrepreneur system, aims to achieve greater competitiveness<br />

based on more pronounced flexibility in terms of pricing and margins, which should guarantee<br />

benefits both to the sales network, providing investment to keep it fresh and efficient, and to<br />

the final customer.<br />

In terms of product mix, a program was started to enhance the accessory collections<br />

of the various brands, with the twofold objective of completing the proposed “looks” and<br />

of providing interesting independent purchasing opportunities. A single team is involved in<br />

this, combining design, marketing and sourcing skills.<br />

On the license front, during <strong>2004</strong>, development continued, in cooperation with highly<br />

experienced and competent companies and producers, in sectors [from furnishing to<br />

publishing, from fabrics to décor, from perfume to stationery] in which <strong>Benetton</strong> taste, design<br />

and “way of life” make an innovative and unique contribution. In particular, agreements were<br />

signed in the jewelry and contraceptive sectors and the widening of the product ranges offered<br />

continued, from toys to children’s books, with Benny the sheep, the <strong>Benetton</strong> brand mascot,<br />

as the star.<br />

Production organization<br />

Capital expenditure was directed above all towards the managerial independence of<br />

production centers in Croatia, Hungary and Tunisia, which operate complete cycles [from<br />

“ The production organization has its head in Italy and its<br />

operations arm without borders.” Biagio Chiarolanza, Chief Operating Officer<br />

raw material to finished product] and on quality control systems which fully meet the strictest<br />

<strong>Benetton</strong> <strong>Group</strong> standards.<br />

In an ever more competitive scenario, the production organization, which maintains its<br />

strategic heart [design, planning, coordination and programming] in Italy, is arranged into a<br />

dual production line: in Italy, based mainly on a logic of speed of response to the market,<br />

and abroad, where efficiency is combined with the necessary cost control. The process of<br />

decentralization of production activities within Europe continued during the year.<br />

Special attention was given to the “sourced products” area, with total outsourcing of<br />

production, reserved for particular products and specific markets like China. This area<br />

of activity, among other things, has triggered competitive benefits within the <strong>Benetton</strong><br />

organization, in terms of cost reduction and shortening of production times.<br />

In <strong>2004</strong>, the Hong Kong sourcing platform was completed, which, with 40 specialists, ensures<br />

faster action and better customer service in the markets of China, Far Eastern countries, Japan<br />

and the United States.<br />

In addition, the new “multi-hub” model was designed and implemented for management<br />

of the international logistics platform. This model is supported by a centralized I.T. system,<br />

accessible to the various logistics centers, which is able to coordinate and optimize, from the


<strong>2004</strong> net sales by brand [in %]<br />

Net sales by brand [in %]<br />

United Colors of <strong>Benetton</strong><br />

72.0 %<br />

United Colors of <strong>Benetton</strong><br />

67.5%<br />

Ricavi x settore di attività<br />

United Colors of <strong>Benetton</strong> 72.0%<br />

Other 6.4%<br />

Playlife 2.0%<br />

Killer Loop 0.7%<br />

Sisley 18.9%<br />

Revenues by activity [in %]<br />

Casual<br />

89.2%<br />

Casual<br />

84.9%<br />

Sisley<br />

18.9%<br />

Sisley<br />

19.0%<br />

Killer Loop<br />

0.7%<br />

Playlife<br />

1.4%<br />

Playlife<br />

2.0%<br />

Sportswear<br />

and equipment<br />

4.4%<br />

Sportswear<br />

and equipment<br />

8.6%<br />

Other<br />

6.4%<br />

Other<br />

6.2%<br />

Rollerblade<br />

3.3%<br />

Nordica<br />

0.3%<br />

Prince and Ektelon<br />

1.5%<br />

Killer Loop<br />

0.8%<br />

Manufacturing<br />

and other<br />

6.4%<br />

Manufacturing<br />

and other<br />

6.5%<br />

<strong>2004</strong><br />

2003<br />

<strong>2004</strong><br />

2003<br />

D I R EC TO R S’ R E P O RT<br />

13


D I R EC TO R S’ R E P O RT<br />

14<br />

headquarters, dispatches of products according to required delivery date and geographic<br />

location of the customer, combining timeliness of information and better control of the<br />

business.<br />

The new Product Technical function was brought into operation, which, acting as a link<br />

between product, operations and commercial functions, focuses efforts and resources on<br />

the common objectives of innovation and programming, also working with research centers,<br />

universities and laboratories.<br />

Human resources<br />

During the year, Human Resources function concentrated on the development of an<br />

organization which is able to merge the innovative capacity of new resources with the company<br />

culture that encompasses the experience and strong managerial tradition of <strong>Benetton</strong>.<br />

“The human capital at the center of the company,<br />

a mix of innovative abilities and historical knowledge.”<br />

Andrea Negrin, Human Resources Officer<br />

One of the many projects under development to be implemented was Project Vivaio, aimed at<br />

identifying company resources of high-potential young people, to be integrated, in line with the<br />

company’s multicultural and international vision, with talents coming from all over the world,<br />

people with innovative abilities to be fitted into the three key areas of sales and marketing,<br />

product and operations.<br />

Another important project implemented in the year was the Product Technology Center, a<br />

center of excellence which cooperates with the most prestigious international institutes<br />

and universities [from the Massachusetts Institute of Technology to The Milan Politecnico],<br />

dedicated to the development of new and innovative materials, fabrics and products to be<br />

introduced into the production lines.<br />

Information technology<br />

The most significant initiative in the year was part of Project Phoenix, of which the main<br />

objective is to support the core business through total systems integration. A new production<br />

planning project was initiated which provides for a complete review of the process and for<br />

“Investments in Information Technologies are the new frontier<br />

of competition.” Adolfo Pastorelli, Chief Information Technology<br />

application and technological updating of the systems used. This project forms part of a<br />

complete review of the production and logistics structure in order to achieve a shorter time to<br />

market than at present, and with optimized and coordinated customer deliveries.<br />

The work related in particular to the merchandized products support system [from planning<br />

to production by the chosen supplier, from <strong>Benetton</strong> quality control to delivery to the<br />

customer] with high savings in terms of costs and time. IT support was also implemented for


the new logistics/distribution structure in Hong Kong for products sourced in the Far East:<br />

a “multi-hub” model which will contribute to increase our international presence due<br />

to greater timeliness of information flows, combined with better control of all activities.<br />

Concerning the foreign production centers, the new production control system has enabled<br />

us to monitor stages of production in the various production units in real time and to make<br />

projections for the dispatch of orders.<br />

Accounting, tax and corporate organization<br />

The impact of the introduction of International Accounting Standards/International Financial<br />

<strong>Report</strong>ing Standards [IAS/IFRS] is currently being analyzed, with the resultant organizational<br />

repercussions, also in terms of training and information systems.<br />

A project has also been started to adjust for the requisites of the Sarbanes Oxley Act, the<br />

2002 American law that requires companies listed on the NYSE to provide and document a<br />

detailed control and documentation system for company processes and data reported in the<br />

financial statements. This project will ensure <strong>Benetton</strong> <strong>Group</strong> compliance within the time<br />

limits set by the law.<br />

Finally, during <strong>2004</strong>, the Company has been working on consolidation of the corporate<br />

structure created by the business reorganization which took place in December 2003.<br />

Investor relations<br />

During <strong>2004</strong>, Investor Relations stayed in constant touch with the market: in the year, various<br />

meetings were organized with members of the national and international financial community<br />

and major brokers continuously publicized research on <strong>Benetton</strong> shares.<br />

The department’s activities also included telephone conferences at the time of publication<br />

of the results, organization of days dedicated to financial analysts, which involved top<br />

management and some operational managers, as well as participation in sector conferences.<br />

<strong>2004</strong> also saw the celebration of 15 years listing on the NYSE. On that occasion, June 8, the<br />

<strong>Benetton</strong> <strong>Group</strong> took part in the ceremony at the end of the New York Stock Exchange<br />

working day, ringing the traditional closing bell.<br />

“ Financial soundness and strong operational leverage are<br />

the certainties which can be relied on for future growth.”<br />

Pier Francesco Facchini, Chief Financial Officer<br />

During <strong>2004</strong>, the <strong>Benetton</strong> <strong>Group</strong> Investor Relations website was enhanced with new sections:<br />

IAS/IFRS, Glossary, “Share your thoughts”, FAQ [Frequently Asked Questions]. The structure of<br />

the Corporate Governance and Analyst coverage sections were revised to enhance the contents<br />

and make navigation easier.<br />

The website characteristics of completeness, clarity and ease of navigation, in April, earned the<br />

<strong>Group</strong> the prize for the best European IR website in <strong>2004</strong> and, in September, it was awarded the<br />

prize for the best IR website in the consumer goods sector by the Web Marketing Association.<br />

In September <strong>2004</strong>, an identification of the composition of shareholders was completed, which<br />

showed the subdivision of shares on the market by geographical area; in particular, shares<br />

held by European investors were equivalent to 67% of the total floating shares [33%], while<br />

American investors represented 31%.<br />

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D I R EC TO R S’ R E P O RT<br />

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Communications<br />

In <strong>2004</strong>, Fabrica, the <strong>Benetton</strong> communication research center had its tenth birthday. What<br />

immediately became a workshop where communication for the future could be planned<br />

and, at the same time, tested in the field, is now an international, multicultural center which<br />

participates in the free circulation of opinions and in the debate on ideas. The anniversary,<br />

celebrated by a book published by Electa, also provided an opportunity to highlight the role of<br />

Fabrica, as a frontier outpost of the <strong>Benetton</strong> <strong>Group</strong> business culture.<br />

Fabrica ran the United Colors of <strong>Benetton</strong> <strong>2004</strong> fall-winter communication campaign,<br />

which showed pictures of orphaned primates confiscated from illegal traders. The campaign<br />

continues <strong>Benetton</strong>’s reflection on diversity, seen as the “richness” of our world, extending<br />

it from the variety of human races to living beings that occupy first place in zoological<br />

classification. It was presented in London in October, at the Natural History Museum, which<br />

will host the entire exhibition of pictures from May to July 2005. The English publisher Boots<br />

has published the book James and other Apes with an introduction by Jane Goodall, one of the<br />

leading experts on the science of animal behavior and habitat and the defense of nature, who<br />

backed the <strong>Benetton</strong> project.<br />

Also in fall season, the product campaign, photographed by David Sims for Fabrica, was<br />

launched; this reaffirmed the values of the United Colors of <strong>Benetton</strong> brand, in particular<br />

color, youth and contemporary style.


Corporate Governance<br />

Corporate Governance. Again, in <strong>2004</strong>, the <strong>Benetton</strong> <strong>Group</strong> paid particular attention to<br />

corporate governance, continuing with the adaptation of organization structures relating to<br />

control, decision-making and management to best national and international practice, complying<br />

with the standards required by the Code of Conduct for Listed Companies.<br />

The corporate governance system, as outlined below, is based on the principles of proper<br />

management and information, achieved by means of a continuous process of verification of their<br />

efficiency and effectiveness.<br />

The Company has adopted a traditional system of corporate governance by virtue of which the<br />

management body of the Company is the Board of Directors, the monitoring body relating to<br />

compliance with such matters as the law, the articles of association and the principles of correct<br />

administration is the Board of Statutory Auditors, while the independent auditors carry out the<br />

accounting audit.<br />

Ownership of the Company. As described in greater detail in the “Ownership of the<br />

Company” section of the Directors’ report relative to the <strong>2004</strong> financial statements and based<br />

on the latest available report, the Shareholder Edizione Holding S.p.A. controls the Company<br />

with a shareholding of 67.144%.<br />

Board of Directors. Directors.<br />

Executive Committee, Related Party Transactions.<br />

Board of Directors. During <strong>2004</strong>, the Board of Directors held eight meetings during which they<br />

reviewed and approved guidelines for the <strong>Group</strong>’s operations, proposals for changes to the<br />

organization and general policies regarding the management of human resources, proposals<br />

for the reorganization of the corporate structure, the trend of business, extraordinary<br />

operations, and the quarterly and half-year results.<br />

During these meetings, the Executive Directors also provided adequate information to the<br />

Board of Directors and to the Board of Statutory Auditors concerning any significant, atypical<br />

or unusual transactions or transactions with Related Parties. The Board of Directors also<br />

paid particular attention to the periodic reports prepared by the Internal Audit Committee<br />

regarding its activities and, amongst other things, evaluation of the adequacy of the internal<br />

audit system.<br />

For Board meetings, Directors are provided, sufficiently in advance, with all the documentation<br />

and information needed to enable the Board to make decisions with adequate background<br />

knowledge of the matters in question.<br />

The current system of powers granted by the Board of Directors on May 12, <strong>2004</strong>, as<br />

illustrated below, and the information procedures adopted by the Company ensure that<br />

all transactions of major economic and financial importance are submitted for Board<br />

approval. The code of conduct relating to “transactions with Related Parties” and “significant<br />

transactions”, adopted by the Company on March 30, <strong>2004</strong>, also requires that the Executive<br />

Directors, although having the relative powers, submit for prior approval of the Board of<br />

Directors, any transactions with significant balance sheet, profit or financial impacts for the<br />

Company and the <strong>Group</strong>. For significant transactions which exceed a value of 1.5 million euro,<br />

each Director or Statutory Auditor has the right to ask for an evaluation by one or more<br />

independent experts.<br />

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D I R EC TO R S’ R E P O RT<br />

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Directors. The Board of Directors, which remains in office until the Shareholders’ meeting<br />

to approve the financial statements to December 31, <strong>2004</strong>, is made up of eleven Directors.<br />

On September 9, <strong>2004</strong>, the Company, at the time of adopting some changes to the articles<br />

of association resulting from coming into effect of the recent reform of company law, took the<br />

opportunity to increase the maximum number of members of the Board of Directors from<br />

eleven to fifteen.<br />

The Chairman, Luciano <strong>Benetton</strong>, has power to represent the Company and to carry out all<br />

acts that are pertinent to the Company’s activities, with limits on certain categories of acts and<br />

in particular the following operations:<br />

_ purchase and sale of shareholdings, company stocks and bonds for amounts over<br />

25 million euro;<br />

_ purchase and sale of companies and businesses, purchase and sale of real property<br />

for amounts over 25 million euro;<br />

_ granting of loans to persons or entities other than subsidiary companies for amounts<br />

over 5 million euro.<br />

The Managing Director, Silvano Cassano, has power to carry out acts relating to ordinary<br />

administration, as well as certain acts of extraordinary administration, subject to limits on<br />

values for the following operations in particular:<br />

_ purchase and sale of shareholdings and company stocks for amounts over 5 million euro;<br />

_ purchase and sale of securities and bonds for amounts over 10 million euro;<br />

_ purchase and sale of companies and businesses, purchase and sale of real property<br />

for amounts over 10 million euro;<br />

_ granting of loans to persons or entities other than subsidiary companies for amounts<br />

over 5 million euro.<br />

None of the other Directors have executive powers.<br />

There are seven Non-Executive Directors [Carlo <strong>Benetton</strong>, Gilberto <strong>Benetton</strong>, Giuliana<br />

<strong>Benetton</strong>, Reginald Bartholomew, Luigi Arturo Bianchi, Sergio De Simoi and Ulrich Weiss]<br />

and, of these, three [Reginald Bartholomew, Luigi Arturo Bianchi and Ulrich Weiss] are<br />

“independent” from the owners and from corporate management, as prescribed by the Code<br />

of Conduct for Listed Companies, while all are assiduous participants in the Board’s activities.<br />

The Board of Directors, also based on information supplied by the Directors themselves,<br />

annually checks the existence of the requirements of independence of each of its members in<br />

accordance with the Code of Conduct for Listed Companies.


The following table lists the offices which Directors hold in other companies not belonging to<br />

the <strong>Group</strong>:<br />

Director Office Company<br />

Luciano <strong>Benetton</strong> Director 21,Investimenti S.p.A., Edizione Holding S.p.A.<br />

Carlo <strong>Benetton</strong> Deputy Chairman Edizione Holding S.p.A.<br />

Director Tecnica S.p.A.<br />

Gilberto <strong>Benetton</strong> Chairman Autogrill S.p.A., Edizione Holding S.p.A., Ragione S.A.p.A.<br />

di G. <strong>Benetton</strong> & C.<br />

Deputy Chairman Telecom Italia S.p.A., Olimpia S.p.A.<br />

Director Banca Antoniana Popolare Veneta S.p.A., Mediobanca S.p.A.,<br />

Autogrill <strong>Group</strong> Inc., Lloyd Adriatico S.p.A.,<br />

Autostrade S.p.A., Pirelli & C. S.p.A. , Schemaventotto S.p.A.<br />

Giuliana <strong>Benetton</strong> Director Edizione Holding S.p.A.<br />

Alessandro <strong>Benetton</strong> Chairman and<br />

Managing Director 21,Investimenti S.p.A., 21,Investimenti Partners S.p.A.<br />

Chairman 21,Partners S.G.R. S.p.A.<br />

Deputy Chairman Nordest Merchant S.p.A.<br />

Sole Director Saibot S.r.l.<br />

Director Edizione Holding S.p.A., Autogrill S.p.A., Sirti S.p.A.,<br />

Permasteelisa S.p.A., 21,Centrale Partners S.A.<br />

[member of the Supervisory Board]<br />

Reginald Bartholomew Director Pirelli & C. Real Estate S.p.A.<br />

Luigi Arturo Bianchi Director Anima S.G.R. S.p.A., Assicurazioni Generali S.p.A.<br />

Gianni Mion Deputy Chairman Tim S.p.A.<br />

Managing Director Edizione Holding S.p.A., Schemaventotto S.p.A.<br />

Director 21,Investimenti S.p.A., Autogrill S.p.A., Autogrill <strong>Group</strong> Inc.,<br />

Autostrade S.p.A., Cartiere Burgo S.p.A.,<br />

Banca Antoniana Popolare Veneta S.p.A., Olimpia S.p.A.,<br />

Telecom Italia Media S.p.A., Telecom Italia S.p.A.,<br />

Fondazione Cassa di Risparmio di Venezia,<br />

Luxottica <strong>Group</strong> S.p.A.<br />

Sergio De Simoi Auditor Olimpia S.p.A.<br />

Director Autostrade S.p.A., Schemaventotto S.p.A.,<br />

21,Investimenti Partners S.p.A., 21,Investimenti S.p.A.<br />

Ulrich Weiss Director Ducati Motors S.p.A., HeidelbergCement AG [Heidelberg],<br />

Continental AG [Hannover], Bego Medical AG [Bremen]<br />

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D I R EC TO R S’ R E P O RT<br />

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Executive Committee. An Executive Committee was set up in September 2003, consisting, in<br />

addition to the Chairman Luciano <strong>Benetton</strong>, of the Managing Director Silvano Cassano and<br />

Directors Alessandro <strong>Benetton</strong> and Gianni Mion.<br />

Executive Committee meetings are also attended by the Board of Statutory Auditors and the<br />

Chairman of the Internal Audit Committee, neither of which have the right to vote.<br />

One of the Executive Committee’s tasks is to define, upon proposal by the Managing Director,<br />

Company and <strong>Group</strong> strategic, industrial and financial plans, the annual budget and interim<br />

adjustments for subsequent submittal to the Board of Directors.<br />

The Executive Committee also reviews and approves investment and divestiture plans<br />

of particular importance, the granting of loans and the giving of guarantees, and analyzes<br />

the more important problems relating to the Company’s performance, which in turn enables<br />

the Board of Directors to comply more effectively with its legal obligations.<br />

The Executive Committee met seven times during <strong>2004</strong>.<br />

Related Party Transactions. On March 31, <strong>2004</strong>, the Board of Directors formally adopted the<br />

Rules of Conduct that <strong>Benetton</strong> <strong>Group</strong> S.p.A. will have to comply with in matters regarding<br />

Related Party Transactions and significant transactions. These Rules reiterate the central role<br />

of the Board of Directors in the Company’s system of corporate governance and aims to<br />

ensure that the transactions being regulated are carried out according to criteria of substantial<br />

and procedural fairness.<br />

Related Party Transactions, also non-intercompany transactions, which are atypical, unusual or<br />

concluded with non-standard conditions, even though not normally subject to Board approval,<br />

must, nevertheless, be submitted for prior Board approval.<br />

Prior Board of Directors’ approval is also required for transactions that could have a significant<br />

economic or financial impact on the Company or the <strong>Group</strong> and which in terms of value,<br />

counterparty quality, object, methods or timing could jeopardize the Company’s assets.<br />

For both of these types of transactions, the Board of Directors has to decide on the basis,<br />

among other things, of detailed information acquired with suitable advance notice.<br />

The above-mentioned Rules of Conduct do not expressly provide for directors with an<br />

interest in an operation to leave the board meeting. Therefore it is left to the Board to decide<br />

whether it is suitable or not to leave when this could prejudice the maintenance of a quorum<br />

in the meeting.<br />

The Rules of Conduct in relation to significant transactions and transactions with Related<br />

Parties have been adopted by subsidiary companies in 2005.<br />

Board of Statutory Auditors. The Board of Statutory Auditors is made up of:<br />

_ Angelo Casò . Chairman;<br />

_ Filippo Duodo . Auditor;<br />

_ Dino Sesani . Auditor;<br />

_ Antonio Cortellazzo . Alternate Auditor;<br />

_ Marco Leotta . Alternate Auditor.<br />

All members of the Board of Statutory Auditors were appointed on May 14, 2002. Their<br />

mandate expires on the date of the Shareholders’ Meeting to approve the <strong>2004</strong> financial<br />

statements.<br />

The Statutory Auditors are appointed, in accordance with the criteria laid down in art. 148<br />

of the Finance Consolidation Act, which is implemented in art. 19 of the articles of association,<br />

on the basis of voting lists submitted to the Company’s registered office prior to the<br />

Shareholders’ Meeting, accompanied by an adequate description of each candidate’s personal<br />

and professional characteristics.


D I R EC TO R S’ R E P O RT<br />

22<br />

There is no Auditor representing the minority Shareholders, as they did not present<br />

alternative voting lists.<br />

The Board of Statutory Auditors met seven times during <strong>2004</strong>.<br />

Management and coordination in accordance with articles 2497 and subsequent of the<br />

Italian Civil Code. In January <strong>2004</strong>, all of the Italian subsidiaries, directly or indirectly wholly<br />

owned by <strong>Benetton</strong> <strong>Group</strong> S.p.A., made the announcements required by art. 2497-bis of<br />

the Italian Civil Code, recognizing the management and coordination function performed by<br />

the Parent Company <strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />

Compensation Committee and Committee for Proposed Appointments of Directors.<br />

In implementation of the Code of Conduct for Listed Companies and with the duties<br />

mentioned therein, the Board of Directors reconfirmed, as members of the Compensation<br />

Committee for <strong>2004</strong>, Directors Reginald Bartholomew, Ulrich Weiss and Gianni Mion,<br />

Chairman. The Committee, therefore, consists mainly of non-executive directors; in view<br />

of the composition of the shareholders, a non-independent director is included among the<br />

members of the committee.<br />

The Compensation Committee, by express provision of the relative rules governing its<br />

activities, formulates its proposals for submission to the Board of Directors, in the absence<br />

of persons directly interested, who leave the meeting during discussions and resolutions<br />

concerning them.<br />

During <strong>2004</strong>, the Compensation Committee met three times.<br />

For fiscal year <strong>2004</strong>, compensation for executive Directors and/or Directors with special tasks<br />

was apportioned by the Board of Directors on the basis of the proposal formulated by the<br />

Compensation Committee, in the amounts indicated in the notes to the consolidated financial<br />

statements of the <strong>Benetton</strong> <strong>Group</strong>, following the determination of the aggregate compensation<br />

by the Shareholders’ Meeting, in accordance with the Articles of Association.<br />

During the reference year, the Compensation Committee also proposed, having used a<br />

company with experience in the preparation of variable compensation schemes, adoption<br />

of a Stock Option Plan aimed at motivation and retention of the Company’s top managers.<br />

After adoption of the Plan by the Board of Directors on July 15, <strong>2004</strong>, the Compensation<br />

Committee provided the Board with further indications of the number of options to be<br />

assigned and the identity of the persons to receive them. The said Stock Option Plan is linked<br />

to company results and achievement of preset objectives.<br />

Further information is shown in the paragraph “stock option” in the Directors’ <strong>Report</strong><br />

accompanying the statutory and consolidated financial statements of <strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />

Given the current composition of the Company’s Shareholders, the Board of Directors does<br />

not consider it necessary yet to set up a Committee for proposed appointments of Directors.<br />

Directors are nominated on the basis of a single voting list which is deposited at the<br />

Company’s head office prior to the Shareholders’ Meeting, accompanied by an adequate<br />

description of the candidates’ personal and professional characteristics.<br />

Internal Audit Committee. Internal audit. The Internal Audit Committee is made up of three<br />

Non-Executive Directors, two of whom are independent. On May 12, <strong>2004</strong>, the appointments<br />

of Directors Ulrich Weiss, Luigi Arturo Bianchi and Sergio De Simoi were confirmed.<br />

The Internal Audit Committee has the following tasks:<br />

_ make proposals for the establishment of an internal audit department responsible for the<br />

internal audit and to determine the duties of this department;<br />

_ review periodic reports, reporting relationships and the executive plan of persons


esponsible for internal audit, also promoting actions for the improvement of the internal<br />

audit system;<br />

_ report to the Board of Directors, at least every 6 months, in connection with its approval<br />

of year-end financial statements and the half-year report, on activities carried out and on<br />

the adequacy of the internal audit;<br />

_ monitor compliance with, and periodic revision of, corporate governance rules;<br />

_ verify, together with the head of the finance function and the independent audit company,<br />

the adequacy of accounting principles used;<br />

_ assess, together with the heads of the finance and internal audit functions, proposals<br />

submitted by independent auditing firms for assignment of the independent audit, making<br />

a recommendation for assignment of the task that the Board of Directors has to submit to<br />

the Shareholders’ Meeting;<br />

_ evaluate the results presented in the independent auditor’s report.<br />

The Committee performed its functions during <strong>2004</strong>, meeting five times under the<br />

chairmanship of Ulrich Weiss and with the participation of the entire Board of Statutory<br />

Auditors, in conformity with the regulations adopted by the Company.<br />

The functionality and adequacy of the internal audit system were guaranteed by the Board of<br />

Directors, with the help of the specific corporate function coordinated by the Head of Internal<br />

Audit. Organization and information systems were found to be able to assure, also as regards<br />

subsidiaries, monitoring of the administrative and accounting system and of the central and<br />

decentralized organizational structure. Work continued on mapping of processes and risks<br />

concerning the activities of all <strong>Group</strong> companies, as well as operational and budget control<br />

of individual businesses and review of internal auditing procedures.<br />

These activities, taking into account the listing of <strong>Benetton</strong> shares also on the United States<br />

stock exchange, were carried out observing likewise the regulatory provisions contained in the<br />

so-called “Sarbanes-Oxley Act”.<br />

Non-Executive Directors, the Board of Statutory Auditors, and the independent auditing firm<br />

all received adequate information in this respect.<br />

During <strong>2004</strong>, the Internal Supervisory and Monitoring Body, as required by article 6,<br />

paragraph 1 letter b] of Legislative Decree 231/2001, consisting of Ulrich Weiss, Chairman,<br />

Luigi Arturo Bianchi and Roberto Taiariol, performed its checks on operation and observance<br />

of the Organizational and Operational Model adopted by the Company. This Model, you are<br />

reminded, consists of:<br />

_ a code of ethics and of conduct;<br />

_ operating procedures and reporting systems;<br />

_ an internal supervisory and monitoring body;<br />

_ a disciplinary system.<br />

The Organizational and Operational Model was also adopted by the main <strong>Group</strong> companies<br />

during <strong>2004</strong>.<br />

Handling of confidential information. All confidential information is managed by the Managing<br />

Director, upon consultation with the Chairman. Together, the Managing Director and the<br />

Chairman also ensure that adequate checks are carried out with regard to the classification of<br />

confidential information in accordance with current legislation.<br />

The Board of Directors approves all press releases relating to approval of the annual financial<br />

statements, the half-year report, and the quarterly report, as well as extraordinary operations<br />

that are subject to the approval of the Board of Directors.<br />

All communications to and relations with the press, institutional investors and individual<br />

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D I R EC TO R S’ R E P O RT<br />

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Shareholders are conducted by the Media and Communications Department and the Investor<br />

Relations Department, respectively.<br />

Implementing the “Regulation for Markets Organized and Managed by Borsa Italiana S.p.A.”<br />

[Regolamento dei Mercati Organizzati e Gestiti da Borsa Italiana S.p.A.], since fiscal year 2002,<br />

the Board of Directors has officially adopted the “Code of Conduct for Internal Dealing”.<br />

This is designed to regulate obligations of notification and disclosure concerning transactions<br />

undertaken in financial instruments issued by <strong>Benetton</strong> <strong>Group</strong> S.p.A. by those persons defined<br />

by the Code as “Important Persons”.<br />

The notification obligations imposed by the Code on “Important Persons” provide for tighter<br />

timing and involve wider categories of subjects and securities than does the Regulation of Borsa<br />

Italiana S.p.A.<br />

Since <strong>Benetton</strong> <strong>Group</strong> S.p.A. shares are also listed on the Frankfurt stock exchange, the Code<br />

of Conduct also implements the obligations of notification and disclosure provided by the<br />

Wertpapierhandelsgesetz – WpHG law [Securities Trading Act], Section 15a, introduced by<br />

the 4th Finanzmarktförderungsgesetz [Fourth Financial Markets Promotion Act].<br />

Relations with Institutional Investors and with other Shareholders. The Investor Relations<br />

Department ensures correct management of relations with financial analysts, institutional<br />

investors and individual Italian and foreign Shareholders. Among other things, this department<br />

co-ordinates activities with members of the Financial Community.<br />

This function complies with the criteria of fairness, clarity and equal access to information<br />

contained in the “Market Information Guide” drafted by Borsa Italiana S.p.A., making available<br />

in the Investor Relations section of the Company’s website http://www.benettongroup.com/<br />

investors/ ample documentation and information concerning the Company, with particular<br />

reference to price-sensitive information.<br />

The following documents, among others, are available on the site: the Articles of Association,<br />

the Code of Conduct for Internal Dealing, the Organizational and Operational Model, the<br />

Rules of Conduct in Related Party Transactions, press releases and periodical financial<br />

information.<br />

This document is available on website http://www.benettongroup.com/investors/ in the<br />

Corporate Governance section.


Supplementary information<br />

<strong>Benetton</strong> shares and shareholdings<br />

Treasury shares. During the period, <strong>Benetton</strong> <strong>Group</strong> S.p.A. neither bought nor sold any<br />

treasury shares or shares or stock in parent companies, either directly or indirectly or through<br />

subsidiaries, trustees or other intermediaries.<br />

Shares held by Directors and Statutory Auditors. Directors Luciano, Gilberto, Giuliana and Carlo<br />

<strong>Benetton</strong> directly and indirectly hold equal interests in the entire share capital of Edizione<br />

Holding S.p.A., the parent company of <strong>Benetton</strong> <strong>Group</strong> S.p.A. and owner of 67.144% of the<br />

share capital.<br />

Except as indicated, Directors Luciano, Gilberto, Giuliana and Carlo <strong>Benetton</strong> [including<br />

their not legally separated spouses and children who are minors] have not, during <strong>2004</strong>, held<br />

other shares in <strong>Benetton</strong> <strong>Group</strong> S.p.A. or in subsidiary companies, either directly or through<br />

subsidiaries, trust companies, or third parties, except as indicated below, referring to Gilberto<br />

<strong>Benetton</strong>.<br />

As indicated in the statements received, during <strong>2004</strong> no other equity investments in the<br />

Company have been held by its other Directors and Statutory Auditors, except those<br />

indicated in the table below:<br />

Number of Number Number Number of<br />

shares held as of of shares of shares shares held as Type of<br />

Name and surname 12.31.2003 Company purchased sold of 12.31.<strong>2004</strong> ownership<br />

Gilberto <strong>Benetton</strong> 45,000 <strong>Benetton</strong> <strong>Group</strong> S.p.A. - - 45,000 Owned<br />

Alessandro <strong>Benetton</strong> 4,000 <strong>Benetton</strong> <strong>Group</strong> S.p.A. - - 4,000 Owned<br />

Ulrich Weiss 3,500 <strong>Benetton</strong> <strong>Group</strong> S.p.A. - - 3,500 Owned<br />

Stock option plan. The resolution of the extraordinary Shareholders’ Meeting authorized the<br />

Board of Directors, in accordance with article 2443 of the Italian Civil Code, to decide, also<br />

more than once and for a maximum period of five years from the date of the shareholders’<br />

meeting resolution, to increase the share capital, for cash, one or more times, with the<br />

consequent issue of ordinary shares, with normal ownership, to be offered for subscription<br />

by employees of <strong>Benetton</strong> <strong>Group</strong> S.p.A. and subsidiary companies at prices equivalent to the<br />

nominal value of 1.30 euro each, as well as a share premium determined at the time they are<br />

assigned, on the basis of the arithmetic average of share prices recorded in the last month<br />

in Borsa Valori di Milano [Milan Stock Exchange], excluding option rights in accordance with<br />

article 2441, final paragraph of the Italian Civil Code, for a maximum total of 6.5 million euro,<br />

through the issue of a maximum of 5,000,000 ordinary shares with a nominal value of 1.30<br />

euro each.<br />

The Board of Directors on the same date resolved to increase, for cash, the share capital<br />

by 236,026,454.30 euro to 240,230,104.40 euro to service the share incentive Plan, issuing<br />

3,233,577 options which confer the right to subscribe to the same number of Company shares,<br />

at a price of 8.984 euro. If the resolved increase is not fully subscribed within the period from<br />

time to time fixed for the purpose, the capital will be increased by an amount equivalent to<br />

subscriptions received at the expiry of this period.<br />

These stock options represent an instrument to motivate and retain, in the medium-long term,<br />

employees and directors, selected from among the top executives of the Company and its<br />

subsidiary companies, who hold offices which are considered the most important strategically.<br />

D I R EC TO R S’ R E P O RT<br />

25


D I R EC TO R S’ R E P O RT<br />

26<br />

The assignment cycle envisaged consists of a period when exercise of the options is restricted<br />

of four years from the date of assignment [the so-called vesting period] and a further period<br />

of five years for exercise of the options; however, under certain conditions, there will be the<br />

possibility of exercising up to a maximum of 50 % of options assigned two years after the date<br />

of assignment.<br />

The proportion of offers assigned that will become effectively exercisable, once the vesting<br />

period of four years has passed, will depend on the level of achievement, accumulated in the<br />

vesting period, of preset objectives which are used as indicators of EVA [Economic Value<br />

Added] performance with reference to the <strong>2004</strong>/2007 four year period.<br />

More details are contained in the “Stock Option Plan Rules” available under “Codes” in the<br />

Corporate Governance/Investor Relations section of the Company’s website.<br />

Ownership of the Company. Edizione Holding S.p.A. [with registered office in Treviso, Italy],<br />

a holding company, wholly owned by the <strong>Benetton</strong> family, has the majority holding in the<br />

Company with 121,905,639 ordinary shares, equivalent to 67.144%.<br />

Shareholders by class %<br />

Edizione Holding S.p.A. 67.144<br />

Institutional investors and banks 17.220<br />

Other investors 15.636<br />

By size of holding [1] No. of shareholders Number of shares<br />

From 1 to 4,999 shares 27,221 10,502,130<br />

From 5,000 to 9,999 shares 206 1,395,851<br />

Over 10,000 shares 371 176,692,592<br />

Holdings not classified [7,031,762]<br />

Total 27,798 181,558,811<br />

[1] As per last Spafid survey as of January 13, 2005.


Performance of <strong>Benetton</strong> shares. The performance of <strong>Benetton</strong> shares during <strong>2004</strong> was<br />

positive overall, with an increase of 6.9% compared with December 31, 2003, against a Mibtel<br />

performance of 18.1% and a Midex performance of 12.6%.<br />

In the American market, <strong>Benetton</strong> ADRs [American Depositary Receipts] went up by 17.4%<br />

with increased trading during the year.<br />

Share and market data <strong>2004</strong> 2003 2002 2001 2000<br />

Earnings/[Loss] per share [euro] [1] 0.68 0.59 [0.05] 0.82 1.35<br />

Shareholders’ equity per share [euro] [1] 6.77 6.47 6.29 6.86 6.50<br />

Dividend per share [euro] [1] 0.34 0.38 0.35 0.41 0.46<br />

Pay out ratio [%] 50 64 n.a. 50 37<br />

Dividend yield 3.9 3.8 4.8 3.6 4.8<br />

Share price: December 31 [euro] 9.74 9.11 8.50 12.72 22.01<br />

Screen-based market: high [euro] 10.18 11.30 15.90 22.44 24.20<br />

Screen-based market: low [euro] 8.33 5.90 8.50 9.75 18.71<br />

Price/earnings ratio [P/E] 14.3 15.4 n.a. 15.5 16.5<br />

Share price/Shareholders’ equity per share 1.4 1.4 1.4 1.9 3.4<br />

Market capitalization [millions of euro] 1,768 1,654 1,543 2,309 3,996<br />

Average no. of shares outstanding [2] 181,558,811 181,558,811 181,341,018 180,720,969 180,505,910<br />

Number of shares outstanding 181,558,811 181,558,811 181,558,811 181,558,811 181,558,811<br />

[1] Restated after a reverse split of the shares approved by Shareholders’ Meeting on May 8, 2001.<br />

[2] Net of treasury shares held during the year.<br />

3,000,000<br />

2,500,000<br />

2,000,000<br />

1,500,000<br />

1,000,000<br />

500,000<br />

0<br />

2,500,000<br />

2,000,000<br />

1,500,000<br />

1,000,000<br />

500,000<br />

Performance of ordinary share and <strong>Benetton</strong> ADR - Dec. 31, 2003 to Dec. 31, <strong>2004</strong><br />

01.02.04<br />

01.02.04<br />

02.02.04<br />

02.02.04<br />

03.01.04<br />

04.01.04<br />

05.03.04<br />

06.01.04<br />

Volume Share [euro]<br />

03.01.04<br />

04.01.04<br />

05.03.04<br />

06.01.04<br />

Volume ADR [US $]<br />

07.01.04<br />

07.01.04<br />

08.02.04<br />

08.02.04<br />

09.01.04<br />

09.01.04<br />

10.01.04<br />

10.01.04<br />

11.01.04<br />

11.01.04<br />

12.01.04<br />

12.01.04<br />

12.31.04<br />

12.31.04<br />

10.5<br />

10.0<br />

9.5<br />

9.0<br />

8.5<br />

8.0<br />

28.0<br />

26.0<br />

24.0<br />

22.0<br />

20.0<br />

D I R EC TO R S’ R E P O RT<br />

27


Relationships between the parent company, its subsidiaries and other related parties.<br />

The <strong>Benetton</strong> <strong>Group</strong> has limited trade dealings with Edizione Holding S.p.A. [the parent<br />

company], with subsidiary companies of the same and with other parties which, directly or<br />

indirectly, are linked by common interests with the majority Shareholder. Trading relations<br />

with such parties are conducted on an arm’s-length basis and using the utmost transparency.<br />

These transactions relate mostly to purchases of tax credits and services.<br />

In addition, Italian <strong>Group</strong> companies are participating in a national tax consolidation per<br />

article 117 and subsequent of the Tax Consolidation Act DPR 917/86 based on a proposal by<br />

the consolidating company Edizione Holding S.p.A. which exercised the option for this regime<br />

on December 31, <strong>2004</strong>. The duration of the option is three years starting from the <strong>2004</strong> fiscal<br />

year. The relationships arising from participation in the consolidation are governed by specific<br />

Rules approved and signed by all participating companies.<br />

The relevant totals appear below:<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Accounts receivable 32,864 1,198<br />

_ including for participation in the Edizione Holding S.p.A. tax consolidation 32,283 -<br />

Accounts payable 19,285 11,049<br />

_ including for participation in the Edizione Holding S.p.A. tax consolidation 18,664 -<br />

Purchases of raw materials 2,982 3,432<br />

Other costs and services 13,229 13,863<br />

Sales of products 17 76<br />

Revenue from services and other income 937 776<br />

The <strong>Group</strong> has also undertaken some transactions with companies directly or indirectly<br />

controlled by, or in any case, under the influence of, managers serving within the <strong>Group</strong>.<br />

The Parent Company’s management believes that such transactions were completed at<br />

market rates. The total value of such transactions was not, in any case, significant in relation<br />

to the <strong>Group</strong>’s total value of production. No Director, Manager, or Shareholder is a debtor<br />

of the <strong>Group</strong>.<br />

Management of financial risks. The <strong>Group</strong> has always paid special attention to financial<br />

risk management by constantly monitoring its exposures and managing them by means of<br />

derivative instruments.<br />

Exposure to exchange risk is marginal and almost totally concentrated in the US dollar,<br />

Japanese yen, British pound and Swiss franc; at the end of <strong>2004</strong>, such exposure was<br />

substantially neutralized by Outrights, Currency Swaps, Non Deliverable Forwards and<br />

Collars [“zero cost”] for:<br />

Currency to sell Currency to buy<br />

[in millions] Currency Euro Currency Euro<br />

US dollar 159 124 116 87<br />

Japanese yen 49,672 368 33,300 247<br />

British pound 35 51 2 2<br />

Swiss franc 50 33 1 1<br />

D I R EC TO R S’ R E P O RT<br />

29


D I R EC TO R S’ R E P O RT<br />

30<br />

During <strong>2004</strong>, the <strong>Group</strong> did not use any derivative instruments that involved collecting or<br />

paying premiums.<br />

Under the <strong>Group</strong>’s guidelines, its exposure to exchange risk is split into:<br />

_ exposure to economic exchange risk: represented by the sum of monetary flows [receipts<br />

and payments in the same currency are netted] in all currencies other than the “functional<br />

currency”. Risk exposure arises as soon as the price lists for collections are defined [each<br />

year being divided into two main collections], which takes place approximately 15 months<br />

prior to the time when cash will be received: the prices in foreign currency applied to the<br />

budget volumes for each item are converted at an exchange rate [known as the “target rate”]<br />

to calculate a budgeted result that the hedging policy has to ensure;<br />

_ exposure to exchange translation risk: on the net investment made by <strong>Benetton</strong> <strong>Group</strong><br />

S.p.A. in foreign <strong>Group</strong> companies. Each variation in the exchange rate generates a new<br />

value for the net amount that the Parent Company has invested in <strong>Group</strong> companies<br />

located outside of the euro-zone. The “translation differences” that arise in such cases<br />

represent gains or losses that have a cash impact when there is a distribution of dividends<br />

or if the foreign subsidiary is liquidated or sold off; these differences do not flow into the<br />

statement of income, but are a direct adjustment to <strong>Group</strong> Shareholders’ equity.<br />

In the same way as the exposure to exchange risk, exposure to interest risk is also<br />

monitored on an ongoing basis and managed by way of derivative instruments. At the end<br />

of the year, the risk exposure on the liabilities side [essentially a floating-rate bond loan with<br />

maturity in 2005 for 300 million euro and a floating-rate syndicated loan with maturity in<br />

2007 for 500 million euro] is partially hedged by interest rate swaps for a notional value of<br />

240 million euro, taken out mostly in previous years of which 190 million will mature in 2005.<br />

The offsetting asset risk exposure is controlled by a policy, approved by the Parent Company<br />

Board of Directors in July 2003. The policy requires that investment instruments be bank<br />

deposits, monetary funds or short-term bonds and fixed or variable rate bonds with<br />

durations under three years. These instruments have to have an issuer rating of not less<br />

than “A-“ from S&P or Fitch or “A3” from Moody’s. Moreover, in order to avoid an excessive<br />

concentration of risk in a single issuer in the case of issuers with a rating of less than “AA”<br />

[or equivalent], the maximum amount that can be invested must not exceed 10% of the<br />

<strong>Group</strong>’s total investment of liquid funds up to a maximum of 20 million euro.<br />

Privacy and the protection of personal data. As early as 2000, the Company adopted the<br />

Security Planning Document [SPD] envisaged by the legislation then in force. This concerned the<br />

processing by IT systems of information considered “sensitive” or “judicial”.<br />

Legislative Decree 196 of June 30, 2003, partially amending the previous regulations, provides<br />

for adoption of the new minimum security measures and compliance with reference to the same<br />

data by December 31, 2005 [date in the latest extension by Decree Law 314 of December 30,<br />

<strong>2004</strong>, article 6-bis].<br />

The Company updated its SPD as of <strong>2004</strong> and will again update it in compliance with the new<br />

rules by December 31, 2005.<br />

All <strong>Group</strong> companies have brought themselves into line with the data security model adopted<br />

by the Parent Company.


Directors. Parent Company Directors as of December 31, <strong>2004</strong> are as follows:<br />

Name and surname Date of birth Appointed Office<br />

Luciano <strong>Benetton</strong> 05.13.1935 1978 Chairman<br />

Carlo <strong>Benetton</strong> 12.26.1943 1978 Deputy Chairman<br />

Silvano Cassano 12.18.1956 2003 Managing Director<br />

Giuliana <strong>Benetton</strong> 07.08.1937 1978 Director<br />

Gilberto <strong>Benetton</strong> 06.19.1941 1978 Director<br />

Alessandro <strong>Benetton</strong> 03.02.1964 1998 Director<br />

Gianni Mion 09.06.1943 1990 Director<br />

Sergio De Simoi 05.23.1945 2003 Director<br />

Ulrich Weiss 06.03.1936 1997 Director<br />

Reginald Bartholomew 02.17.1936 1999 Director<br />

Luigi Arturo Bianchi 06.03.1958 2000 Director<br />

Luciano <strong>Benetton</strong>, Gilberto <strong>Benetton</strong>, Carlo <strong>Benetton</strong> and Giuliana <strong>Benetton</strong> are brothers<br />

and sister; Alessandro <strong>Benetton</strong> is the son of Luciano <strong>Benetton</strong>.<br />

Directors’ fees due to members of the Board of <strong>Benetton</strong> <strong>Group</strong> S.p.A. totaled 4,927<br />

thousand euro in <strong>2004</strong>.<br />

Principal organizational and corporate changes. The branches of Bencom S.r.l. in Spain,<br />

France and Great Britain became operational in January <strong>2004</strong>. Through these branches,<br />

Bencom S.r.l. directly manages a certain number of <strong>Benetton</strong> stores in the above-mentioned<br />

countries, previously controlled by <strong>Benetton</strong> Retail Spain S.L., <strong>Benetton</strong> Retail France S.A.S.<br />

and <strong>Benetton</strong> Retail [1988] Ltd., respectively. During June, a branch was set up in Belgium,<br />

operational from August 1, to purchase and manage, also by rental to third parties, businesses<br />

operating <strong>Benetton</strong> stores.<br />

On February 17, <strong>2004</strong> Benfin S.p.A. bought from third parties, for 15 million euro, 15% of the<br />

Olimpias S.p.A. share capital, of which it previously held 85%. This company produces, mainly<br />

for <strong>Group</strong> companies, textile products and, in particular, fabrics, knitted fabrics, yarns, woven<br />

and printed fabrics, as well as acting as a dye house and laundry. With effect from December<br />

1, <strong>2004</strong>, Olimpias S.p.A. was merged by incorporation into the parent company Benfin S.p.A.,<br />

which changed its name at the same time to Olimpias S.p.A. The operation is part of and is<br />

based on the same rationale as a more general reorganization of the <strong>Group</strong>, largely completed<br />

during the 2003 financial year.<br />

During May, <strong>Benetton</strong> International S.A. [formerly <strong>Benetton</strong> Retail International S.A.] sold<br />

to <strong>Benetton</strong> Holding International N.V. S.A. [formerly <strong>Benetton</strong> International N.V. S.A.] its<br />

holding in <strong>Benetton</strong> Asia Pacific Ltd., a company operating in Hong Kong in retail activities and<br />

services for other <strong>Group</strong> companies.<br />

The German subsidiary New Ben GmbH purchased, for a price of 4 million euro, the entire<br />

shareholding in Mari Textilhandels GmbH, a German company owning around 30 stores<br />

engaged in the sale of <strong>Group</strong>-branded products in various German regions. This purchase<br />

was effective on July 1, <strong>2004</strong>; from the same date, Mari Textilhandels GmbH was merged by<br />

incorporation into New Ben GmbH.<br />

Continuing with the same process of simplification of the corporate structure, with effect<br />

from September 1, <strong>2004</strong>, I.M.I. S.r.l. was merged by incorporation into the parent company<br />

Bencom S.r.l.<br />

In September <strong>2004</strong>, <strong>Benetton</strong> <strong>Group</strong> S.p.A. sold its holding of 10% of the share capital of<br />

Tecnica S.p.A. to third parties.<br />

D I R EC TO R S’ R E P O RT<br />

31


D I R EC TO R S’ R E P O RT<br />

32<br />

During its July 15 meeting, <strong>Benetton</strong> <strong>Group</strong> S.p.A. Board of Directors approved a stock option<br />

plan for <strong>Group</strong> top management. Details of this operation are shown in the paragraph “Stock<br />

option plan”.<br />

The corporate restructuring plan in Spain and Portugal was completed with the transfer of<br />

the shareholding in <strong>Benetton</strong> Real Estate Spain S.L. [formerly <strong>Benetton</strong> Textil Spain S.L.] from<br />

<strong>Benetton</strong> Holding International N.V. S.A. to <strong>Benetton</strong> Realty Spain S.L.<br />

<strong>Benetton</strong> Realty Spain S.L. sold its shareholding in <strong>Benetton</strong> Realty Portugal Imobiliaria S.A. to<br />

<strong>Benetton</strong> Real Estate International S.A.; <strong>Benetton</strong> Real Estate Spain S.L. sold its shareholding<br />

in <strong>Benetton</strong> Têxtil Confecção de Têxteis S.A. to <strong>Benetton</strong> Manufacturing Holding N.V.<br />

The corporate restructuring plan continued in France with the transfer of the shareholding<br />

in <strong>Benetton</strong> France Commercial S.A.S. [formerly <strong>Benetton</strong> Retail France S.A.S.] by <strong>Benetton</strong><br />

International S.A. to <strong>Benetton</strong> France S.à r.l. [formerly <strong>Benetton</strong> France Trading S.à r.l.].<br />

<strong>Benetton</strong> France Commercial S.A.S. sold to third parties the entire shareholding in the French<br />

company L’Apollinaire S.n.c., owner of a sales business.<br />

In December, the purchase of the remaining 50% of the share capital of DCM <strong>Benetton</strong><br />

India Ltd. from third parties by <strong>Benetton</strong> Holding International N.V. S.A. was finalized and<br />

the liquidations of <strong>Benetton</strong> Sportsystem Taiwan Ltd. and <strong>Benetton</strong> [Far East] Ltd. were<br />

completed.<br />

Significant events since year-end. No significant events occurred after year-end.<br />

Outlook for 2005. The economic environment in the principal European markets, especially<br />

in Italy and Germany which represent 55% of <strong>Group</strong> revenues, continues to be disappointing.<br />

Consumers are spending very cautiously and are placing great emphasis on the quality-price<br />

ratio even more than in the past. Deflationary pressures in the market are generated both by<br />

economic uncertainty and by the ending of the multifiber agreement for the Chinese market.<br />

In this situation, it is difficult to speculate on an economic recovery in the short-term.<br />

The <strong>Group</strong> has established an important policy of incentives to the network of partners, in<br />

line with the business model, with the objective of placing them in a condition to increase their<br />

investment capacity, to open new stores and to renew the existing ones, as well as to increase<br />

their competitive capacity in terms of price to the final customer.<br />

This policy of incentives to the network has been made possible by the strategic focus on<br />

efficiency actions, optimization of production and organization systems and strict containment<br />

of administrative costs.<br />

Expected revenues for 2005 are between 1,620 and 1,650 million euro, with EBIT around<br />

9.5-10% and net income around 6%.<br />

In 2005, the level of investments will amount to around 130-150 million euro, leading to a net<br />

financial position of around 400 million euro and free cash flow of around 100 million euro.


<strong>Group</strong> consolidated results<br />

Consolidated statement of income. The highlights of the <strong>Group</strong>’s statement of income for<br />

<strong>2004</strong> are presented below; they are based on the statement of income with the reclassified<br />

revenues and cost of sales used for internal reporting purposes [percentage changes are<br />

calculated on the precise values].<br />

[millions of euro] <strong>2004</strong> % 2003 % Change %<br />

Revenues 1,686 100.0 1,859 100.0 [173] [9.3]<br />

Cost of sales [929] [55.1] [1,049] [56.4] 120 [11.4]<br />

Gross operating income 757 44.9 810 43.6 [53] [6.5]<br />

Variable selling costs [104] [6.2] [114] [6.2] 10 [9.4]<br />

Contribution margin 653 38.7 696 37.4 [43] [6.0]<br />

General and administrative expenses [436] [25.8] [464] [24.9] 28 [6.0]<br />

Income from operations 217 12.9 232 12.5 [15] [6.2]<br />

Foreign currency gain, net - - 10 0.5 [10] n.s.<br />

Net financial expenses [23] [1.4] [32] [1.7] 9 [25.0]<br />

Ordinary income 194 11.5 210 11.3 [16] [7.6]<br />

Other expenses [3] [0.2] [7] [0.4] 4 [57.1]<br />

Non-recurring items [26] [1.5] [38] [2.0] 12 [31.6]<br />

Income before taxes 165 9.8 165 8.9 - [0.6]<br />

Income taxes [42] [2.5] [56] [3.0] 14 [26.0]<br />

Minority interests income - - [1] [0.1] 1 n.s.<br />

Net income for the year 123 7.3 108 5.8 15 14.1<br />

In the year, the <strong>Group</strong> generated revenues of 1,686 million euro compared with 1,859 million<br />

the previous year, an overall decrease of 9.3%. This is the combined result of two main<br />

factors: sale of the sports equipment business, completed in the first half of 2003,<br />

and persistent unfavorable trends in the principal foreign currency exchange rates, especially<br />

the dollar and the yen. The reduction in sales due to the business sold was around 89 million<br />

euro, while the exchange impact on total consolidated revenues was 17 million euro; without<br />

this impact and excluding the sports equipment business, the contraction in sales is reduced<br />

to 3.6% compared with 2003, in a very weak consumer market, especially in Europe.<br />

Casual sector sales, net of the exchange impact, showed a reduction of 3.7% with constant<br />

volumes.<br />

In the sports sector, the net reduction in revenues was 84 million euro due mainly to the<br />

impact of sale of the equipment business, partially compensated by sportswear which<br />

increased by 5 million euro.<br />

Sales in the manufacturing sector reduced by around 14 million euro, equivalent to 11.5%,<br />

due to the contraction of demand in the market for fabrics and yarns.<br />

Cost of sales decreased both in absolute terms, by 120 million euro, and as a percentage of<br />

revenues, from 56.4% to 55.1%. This improvement is attributable to greater production and<br />

logistics efficiency in the casual sector, sale of the sports equipment business, with an impact<br />

of 57 million euro and a positive exchange impact of 8 million euro.<br />

D I R EC TO R S’ R E P O RT<br />

33


D I R EC TO R S’ R E P O RT<br />

34<br />

Gross operating income was 757 million euro compared with 810 million in 2003,<br />

representing 44.9% of sales compared with 43.6% in the previous year. The reduction in<br />

absolute terms was 53 million euro, of which 32 million euro was due to sale of the sports<br />

equipment business and 17 million euro related to the casual sector, where, however, it<br />

increased from 46.7% to 48.0% of revenues. The manufacturing sector went down both in<br />

absolute terms and as a percentage of revenues.<br />

Variable selling costs were 6.2% of revenues, in line with the previous year.<br />

General and administrative costs were 436 million euro compared with 464 million euro in<br />

2003, with a reduction of 28 million euro, and 25.8% of net revenues compared with 24.9%<br />

in the previous year.<br />

The reduction in absolute terms was mainly due to the business sold and to strong<br />

rationalization and cost containment actions carried out in <strong>2004</strong>; these latter almost entirely<br />

compensated for the natural growth of costs for development of retail activities.<br />

In the casual sector, general and administrative costs increased in absolute terms by 4 million<br />

euro, increasing from 26.1% to 27.8% of net revenues; among administrative costs, personnel<br />

costs and other operating costs went up by 25 million euro, due to the greater number of<br />

directly operated stores; advertising and sponsorship costs and provisions reduced by 8 and<br />

13 million euro respectively.<br />

Income from operations was 217 million euro compared with 232 million in 2003, improving<br />

from 12.5% to 12.9% of revenues. The reduction in absolute terms of 15 million euro was mainly<br />

due to the casual sector, where this was 14.0% of revenues against 14.4% in the previous year.<br />

The sports sector’s income from operations was 1 million euro compared with a loss in the<br />

previous year of around 2 million. This improvement was due to the impact of selling the<br />

sports equipment business.<br />

Foreign exchange management tended towards breakeven compared with the 10 million euro<br />

net gains of the previous year, influenced by movements of the principal foreign currencies.<br />

Net financial expenses, of 23 million euro, reduced in absolute terms by 9 million euro, from<br />

1.7% to 1.4% of net revenues; this improvement was due to both the reduction in the average<br />

financial position by 100 million euro and the reduced cost of borrowing.<br />

Ordinary income was 194 million euro, compared with 210 million euro in the previous year,<br />

improving from 11.3% to 11.5% of revenues.<br />

Net other and non-recurring expenses were 29 million euro and mainly comprised adjustment<br />

to current values of some assets in England, France and the United States relating to the<br />

sales network and gains from the sale of some property in the third quarter. The significant<br />

reduction, compared with 45 million in 2003, was due to expenses of Italian companies for<br />

the tax amnesty included in the amount for the previous year.<br />

Net income for the year was 123 million euro compared with 108 million euro in 2003,<br />

representing 7.3% of revenues compared with 5.8%.


Revenues by geographical area are as follows:<br />

[millions of euro] <strong>2004</strong> % 2003 % Change %<br />

Europe 1,435 85.1 1,546 83.2 [111] [7.2]<br />

The Americas 72 4.3 113 6.1 [41] [36.3]<br />

Asia 174 10.3 190 10.2 [16] [8.4]<br />

Rest of the world 5 0.3 10 0.5 [5] [50.0]<br />

Total 1,686 100.0 1,859 100.0 [173] [9.3]<br />

Europe continues to be the <strong>Group</strong>’s main reference market. The two years are not directly<br />

comparable because of the exchange rate impact of the US dollar and the Japanese yen and<br />

the impact of selling the sports equipment business.<br />

Performance by activity. The <strong>Group</strong>’s activities are traditionally divided into three sectors<br />

to provide the basis for effective administration and adequate decision-making by company<br />

management, and to supply accurate and relevant information about company performance<br />

to financial investors.<br />

The business sectors are as follows:<br />

_ casual, representing the <strong>Benetton</strong> brands [United Colors of <strong>Benetton</strong>, Undercolors and<br />

Sisley], which also incorporates figures for the retail business, as well as complementary<br />

products, such as accessories and footwear;<br />

_ sportswear and equipment, developed with the Playlife and Killer Loop brands;<br />

it also includes sales of equipment relating to production for third parties by a <strong>Group</strong><br />

manufacturing company. The 2003 comparison period still includes sales of sports<br />

equipment carrying the Nordica, Rollerblade and Prince brands;<br />

_ manufacturing and other, composed mainly of sales of raw materials, semi-finished products<br />

and industrial services as well as of revenues and expenses from real estate activity.<br />

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D I R EC TO R S’ R E P O RT<br />

36<br />

Results of the Casual sector<br />

[millions of euro] <strong>2004</strong> % 2003 % Change %<br />

Sector total revenues 1,504 100.0 1,579 100.0 [75] [4.7]<br />

Cost of sales [783] [52.0] [841] [53.3] 58 [6.9]<br />

Gross operating income 721 48.0 738 46.7 [17] [2.2]<br />

Selling costs [93] [6.2] [98] [6.2] 5 5.1<br />

Contribution margin 628 41.8 640 40.5 [12] [1.7]<br />

General and administrative costs [417] [27.8] [413] [26.1] [4] [1.2]<br />

Income from operations 211 14.0 227 14.4 [16] [7.0]<br />

Sector revenues were 1,504 million euro compared with 1,579 million euro in 2003 with<br />

a reduction of 4.7%. Without the exchange effect, described in the previous section, the<br />

reduction in sales goes down to 3.7%. Sales volumes were substantially unchanged. Cost of<br />

sales reduced by 6.9%, improving from 53.3% to 52.0% of net revenues and gross operating<br />

income increased from 46.7% to 48.0%, due to even more efficient rationalization of the<br />

manufacturing process.<br />

Selling costs remained stable as a percentage of sales, whereas general and administrative<br />

expenses felt the impact of actions undertaken to develop the sales network.<br />

Income from operations was 211 million euro, representing 14.0% of net revenues.<br />

Results of the Sportswear and equipment sector<br />

[millions of euro] <strong>2004</strong> % 2003 % Change %<br />

Sector total revenues 75 100.0 159 100.0 [84] [52.8]<br />

Cost of sales [56] [75.3] [111] [69.7] 55 [49.0]<br />

Gross operating income 19 24.7 48 30.3 [29] [61.6]<br />

Selling costs [3] [3.9] [8] [5.0] 5 [62.9]<br />

Contribution margin 16 20.8 40 25.3 [24] [61.4]<br />

General and administrative costs [15] [19.7] [42] [27.1] 27 [65.8]<br />

Income from operations 1 1.1 [2] [1.8] 3 n.s.<br />

Sale of the sports equipment business was completed in the first half of 2003 and around<br />

89 million euro of the reduction in sales revenues in <strong>2004</strong> was due to this disposal, while<br />

sportswear sales at 45 million euro increased by around 12%.<br />

Cost of sales was 55 million euro lower following sale of the sports equipment sector and<br />

increased from 69.7% to 75.3% of net revenues. Selling costs went from 5.0% to 3.9% of<br />

revenues.<br />

The improvement from operations, from a loss of 2 million euro to a profit of 1 million euro,<br />

was due to savings in general and administrative costs relating to both sportswear and the<br />

business sold.


Results of the Manufacturing and other sector<br />

[millions of euro] <strong>2004</strong> % 2003 % Change %<br />

Sector total revenues 107 100.0 121 100.0 [14] [11.5]<br />

Cost of sales [90] [84.2] [97] [80.2] 7 [7.2]<br />

Gross operating income 17 15.8 24 19.8 [7] [29.2]<br />

Selling costs [8] [6.9] [8] [6.8] - [8.7]<br />

Contribution margin 9 8.9 16 13.0 [7] [39.8]<br />

General and administrative costs [4] [4.3] [9] [7.2] 5 [47.1]<br />

Income from operations 5 4.6 7 5.8 [2] [30.6]<br />

Manufacturing sector sales went down by 11.5%, due to contraction of the fabrics and yarns<br />

market, while the cost of sales increased to 84.2% of revenues compared with 80.2% in the<br />

previous year. This resulted in a reduction in gross operating income both in absolute terms<br />

and as a percentage of sales. Selling costs remained substantially in line with the previous year,<br />

while general and administrative expenses reduced both in absolute terms and as a percentage<br />

of sales, partially compensating for the higher cost of sales and leading to income from<br />

operations of 4.6% of revenues compared with 5.8% in 2003.<br />

Financial situation - highlights. The more important elements of the balance sheet, with<br />

comparative figures as of December 31, 2003, are as follows:<br />

[millions of euro] 12.31.<strong>2004</strong> 12.31.2003 Change<br />

Working capital 688 729 [41]<br />

Assets due to be sold 8 8 -<br />

Total capital employed 1,668 1,655 13<br />

Net financial position 431 468 [37]<br />

Shareholders’ equity 1,230 1,174 56<br />

Minority interests 7 13 [6]<br />

Compared with the previous year, working capital reduced by 41 million euro, mainly due<br />

to a reduction in trade receivables, partially offset by the increase in inventories and other<br />

receivables. Assets due to be sold in <strong>2004</strong> relate to a factory in the manufacturing sector, while<br />

those in 2003 related to the sports equipment sector.<br />

Apart from what has already been said, the change in net capital employed was also due to the<br />

combined effect of the following factors:<br />

_ additions to tangible and intangible fixed assets as a result of investments totaling<br />

152 million euro;<br />

_ depreciation/amortization, write-downs and disposals of 100,14 and 62 million euro<br />

respectively;<br />

_ change in operational reserves of 10 million euro;<br />

_ increase in tax receivables of 99 million euro, relating essentially to the corporate business<br />

transfer operation at the end of 2003, the impact of which on net capital employed emerged<br />

during <strong>2004</strong>;<br />

_ decrease in financial fixed assets of 41 million euro.<br />

D I R EC TO R S’ R E P O RT<br />

37


D I R EC TO R S’ R E P O RT<br />

38<br />

The net financial position was 431 million euro, a decrease of 37 million euro compared with<br />

the previous year, broken down as follows:<br />

[millions of euro] 12.31.<strong>2004</strong> 12.31.2003 Change<br />

Current financial assets:<br />

_ Italian government securities and monetary and bond funds 118 27 91<br />

_ bank deposits 141 207 [66]<br />

_ cash and ordinary current accounts 119 118 1<br />

_ other short-term financial receivables 16 17 [1]<br />

Total current financial assets 394 369 25<br />

Medium-term financial receivables 29 31 [2]<br />

Total financial assets 423 400 23<br />

Current financial liabilities:<br />

_ bond loan [300] - [300]<br />

_ short-term financial payables [25] [35] 10<br />

_ current portion of medium-term debt [1] [2] 1<br />

_ current portion of amounts due to leasing companies [6] [5] [1]<br />

Total current financial liabilities [332] [42] [290]<br />

Medium-term financial payables:<br />

_ bond loan - [300] 300<br />

_ syndicated loan [500] [500] -<br />

_ other medium-term loans [4] [4] -<br />

_ due to leasing companies [18] [22] 4<br />

Total medium-term financial payables [522] [826] 304<br />

Total financial liabilities [854] [868] 14<br />

Net financial position [431] [468] 37<br />

Net short-term financial position 62 327 [265]<br />

Net medium-term financial position [493] [795] 302<br />

Net financial position [431] [468] 37<br />

To provide better support for the cyclical nature of the <strong>Group</strong> business and meet future<br />

commitments, on March 4, 2005, the Board of Directors authorized the management to<br />

negotiate a revolving line of credit for a maximum amount of 500 million euro and with a<br />

maximum duration of 5 years.<br />

These financial resources, of 394 million euro at the end of <strong>2004</strong>, will enable to meet the<br />

maturity date in July 2005 of the 300 million euro bond loan, which places limitations on<br />

giving collateral security for new loans but does not require observance of any financial ratio<br />

[“financial covenants”].<br />

The syndicated loan of 500 million euro, maturing in July 2007, provides for compliance with two<br />

financial ratios that have to be calculated every six months on the consolidated figures, namely:<br />

_ minimum ratio between EBITD [earnings before interest, tax and depreciation] and net<br />

financial charges of 2.5 times;<br />

_ maximum ratio between the net financial position and shareholders’ equity of 1.<br />

Moreover, there are limits on significant disposals of activities and on the granting of collateral<br />

security for new loans.


Statement of cash flow<br />

[millions of euro] <strong>2004</strong> 2003<br />

Cash flow from operating activities 269 252<br />

Net operating investments [69] [126]<br />

Change in financial fixed assets [23] [4]<br />

Free cash flow 177 122<br />

Payment of dividends [69] [64]<br />

Payment of substitute tax [125] -<br />

Disposal of the sports equipment sector 50 81<br />

Net financial surplus 33 139<br />

Free cash flow improved significantly by 55 million euro. Payment of substitute tax associated<br />

with the corporate reorganization had a significant impact.<br />

The net proceeds from sale of the sports equipment business, of 50 million euro, are made up<br />

as follows:<br />

_ sale of the 10% interest in Tecnica S.p.A. for 15 million euro;<br />

_ receipt of a restricted deposit [escrow account] of 27 million euro;<br />

_ sale of a property by the American subsidiary for 8 million euro.<br />

For further information of an economic and financial nature, see the notes to the consolidated<br />

financial statements.<br />

Quarterly financial data<br />

[millions of euro] 1st quarter 2nd quarter 3rd quarter 4th quarter<br />

<strong>2004</strong> quarters<br />

Net revenues 381 472 389 444<br />

Gross operating income 171 202 176 208<br />

Net income 28 39 33 23<br />

Profit per share [euro]<br />

_ basic earnings per share 0.15 0.21 0.18 0.13<br />

2003 quarters<br />

Net revenues 444 525 413 477<br />

Gross operating income 192 223 182 213<br />

Net income 25 25 26 32<br />

Profit per share [euro]<br />

_ basic earning per share 0.14 0.14 0.14 0.18<br />

D I R EC TO R S’ R E P O RT<br />

39


D I R EC TO R S’ R E P O RT<br />

40<br />

Gross operating income and income from operations [millions of euro]<br />

Gross operating income<br />

Margine lordo industriale e risultato operativo<br />

Income from operations<br />

Income before taxes and net income/[loss] [millions of euro]<br />

Income before taxes<br />

Net income/[loss]<br />

757<br />

217<br />

810<br />

232<br />

868<br />

243<br />

909<br />

286<br />

880<br />

309<br />

165<br />

123<br />

165<br />

108<br />

49<br />

[10]<br />

243<br />

148<br />

346<br />

243<br />

<strong>2004</strong><br />

2003<br />

2002<br />

2001<br />

2000<br />

<strong>2004</strong><br />

2003<br />

2002<br />

2001<br />

2000


Sources and uses [millions of euro] <strong>2004</strong> consolidated balance sheet<br />

structure [in %]<br />

Disposal of the sport<br />

equipment sector 81<br />

Cash flow<br />

from operating<br />

activities 252<br />

2003<br />

Sources<br />

Uses<br />

Net operating<br />

investments 126<br />

Payment of<br />

dividends 64<br />

Change in financial<br />

fixed assets 4<br />

Net financial<br />

surplus 139<br />

Disposal of the sport<br />

equipment sector 50<br />

Cash flow<br />

from operating<br />

activities 269<br />

<strong>2004</strong><br />

Sources<br />

Uses<br />

Net operating<br />

investments 69<br />

Payment of<br />

substitute tax 125<br />

Payment of<br />

dividends 69<br />

Change in financial<br />

fixed assets 23<br />

Net financial<br />

surplus 33<br />

Current assets<br />

60.1%<br />

Fixed assets<br />

39.9%<br />

<strong>2004</strong><br />

Assets<br />

Liabilities<br />

Current liabilities<br />

27.6%<br />

Medium/long-term<br />

liabilities 25.3%<br />

Shareholders’<br />

equity 47.1%<br />

D I R EC TO R S’ R E P O RT<br />

41


D I R EC TO R S’ R E P O RT<br />

42<br />

Impact of introducing IAS/IFRS<br />

Development of the relative regulatory framework. European Community [EC] regulation<br />

1606/2002, implemented by the Italian legislature through Law 306/2003, requires companies<br />

quoted in regulated European markets to adopt international accounting standards [IAS/IFRS]<br />

in the preparation of consolidated financial statements as from January 1, 2005. The Italian<br />

government subsequently approved, on February 25, 2005, the Legislative Decree to activate<br />

the options provided by article 5 of EC regulation 1606/2002, which made application of<br />

IAS/IFRS to financial statements of quoted companies optional for the 2005 financial year and<br />

obligatory as from the 2006 financial year. For the 2005 financial year, the <strong>Benetton</strong> <strong>Group</strong> has<br />

chosen to apply IAS/IFRS to the consolidated financial statements only.<br />

International accounting principles and related interpretations existing on September 14,<br />

2002, with the exception of IAS 32 and 39, were ratified by the European Commission by the<br />

adoption of Regulation 1725 of September 29, 2003. During <strong>2004</strong>, the European Commission<br />

adopted a series of Regulations to ratify international accounting standards published and<br />

revised subsequently. In particular, the following Regulations were issued:<br />

_ no. 707 of April 6, <strong>2004</strong> which ratified IFRS 1 “First-time adoption of International Financial<br />

<strong>Report</strong>ing Standards”;<br />

_ no. 2086 of November 19, <strong>2004</strong> which ratified IAS 39, with some limitations;<br />

_ nos. 2236, 2237 and 2238 of December 29, <strong>2004</strong> which ratified IAS 32, IFRIC 1, other<br />

standards revised by the IASB and new IFRS issued in March <strong>2004</strong>;<br />

_ no. 211 of February 4, 2005 which ratified IFRS 2.<br />

The version of IAS 39 approved by EC Regulation 2086 differs from the text approved by the<br />

IASB; the <strong>Benetton</strong> <strong>Group</strong> will apply IAS 39 in the version approved by the IASB.<br />

IAS/IFRS conversion process for the <strong>Benetton</strong> <strong>Group</strong>. The first annual financial statements<br />

of the <strong>Benetton</strong> <strong>Group</strong> that will be prepared in accordance with international accounting<br />

standards will be those for the year ending December 31, 2005.<br />

The <strong>Group</strong> intends to adopt IAS/IFRS as from the consolidated half-year report to June 30,<br />

2005.<br />

The transition date, namely the opening date of the financial year prior to that of first-time<br />

adoption of IAS/IFRS, is January 1, <strong>2004</strong>. The consolidated balance sheet at that date is<br />

required to be adjusted on the basis of international accounting standards as if they had always<br />

applied, with the exception of obligatory and optional concessions set out in IFRS 1.<br />

For the purposes of the adjustment of the opening balance sheet at the transition date and of<br />

consolidated financial statements to December 31, <strong>2004</strong>, the <strong>Benetton</strong> <strong>Group</strong> will adopt the<br />

following options stated for in IAS/IFRS for preparing the financial statements:<br />

_ in the balance sheet, assets and liabilities are classified according the criterion which divides<br />

categories between “current” and “non-current”;<br />

_ the statement of income is classified based on the nature of costs.<br />

With reference to the optional exemptions set out in IFRS 1, the following choices were made.<br />

Valuation of real estate, plant and machinery and intangible assets - IFRS 1 allows the<br />

assumption of fair value or, if certain requirements are met, revalued cost, such as<br />

replacement cost of original depreciated/amortized cost. The <strong>Benetton</strong> <strong>Group</strong> is not making<br />

use of this exemption, since it has adopted the criterion of depreciated/amortized historic<br />

cost for the valuation of tangible and intangible fixed assets.


Reserve for net exchange differences arising from the conversion of the financial statements<br />

of foreign shareholdings - IAS 21 “Effects of changes in foreign exchange rates” states that<br />

the differences arising from conversion of the financial statements of a foreign consolidated<br />

company must be classified as a separate item in Shareholders’ equity, which is transferred<br />

to the statement of income when the company is sold. The <strong>Group</strong> has adopted the facility<br />

granted by IFRS 1 to apply IAS 21 on a prospective basis, assuming that, at the date of<br />

transition to IAS/IFRS, the translation reserve is zero.<br />

Business combinations - IFRS 1 states that, at the transition date, the choice can be made not<br />

to apply IFRS 3 “Business Combinations” retroactively to company combinations which took<br />

place before the date of transition to IAS/IFRS. The <strong>Benetton</strong> <strong>Group</strong> intends to make use of<br />

this exemption and adopt IFRS 3 on a prospective basis, as from January 1, <strong>2004</strong>, even though<br />

the effects of its application at the transition date would be minimal.<br />

Compound financial instruments - IAS 32 “Financial instruments: disclosure and presentation”<br />

states that, where there are compound financial instruments, the liability and shareholders’<br />

equity components must be separated. IFRS 1 allows the non-separation of the two<br />

components if the liability element no longer exists at the transition date. The <strong>Benetton</strong> <strong>Group</strong><br />

does not hold any compound financial instruments.<br />

Financial instruments accounted for in accordance with previous standards - IAS 32 and 39<br />

“Financial instruments: recognition and measurement” applies to annual financial statements<br />

of financial years commencing as from January 1, 2005, however its early adoption is<br />

encouraged and the <strong>Benetton</strong> <strong>Group</strong> intends to apply this standard on a prospective basis<br />

as from January 1, <strong>2004</strong>.<br />

Considering the designation of financial instruments as “instruments valued at fair value with<br />

variations attributed directly to the statement of income” or as “available for sale” - IAS 39<br />

allows entry of a financial instrument at the time of its first entry either in the category<br />

“financial assets and liabilities valued at fair value with changes attributed directly to the<br />

statement of income” or in the category “assets available for sale”. IFRS 1 allows these<br />

designations to be made at the date of transition to IAS/IFRS and the <strong>Benetton</strong> <strong>Group</strong> is<br />

making use of this exemption.<br />

Derecognition of financial assets and liabilities - IAS 39 requires recognition in the opening<br />

balance sheet at January 1, <strong>2004</strong> of financial assets and liabilities, other than derivatives, which<br />

were previously written off following application of previous accounting principles. However,<br />

IFRS 1 allows application of the principle of “derecognition” on a prospective basis and<br />

therefore applicable to financial assets and liabilities, not consisting of derivatives, purchased<br />

after the transition date. The <strong>Benetton</strong> <strong>Group</strong> does not have any cases which would lead to<br />

adoption of the exemption in question.<br />

Share-based payments - IFRS 2 “Share-based payments” applies to annual financial statements<br />

of years commencing as from January 1, 2005, however its early adoption is encouraged and<br />

the <strong>Benetton</strong> <strong>Group</strong> intends to apply the standard on a prospective basis as from the <strong>2004</strong><br />

financial year.<br />

D I R EC TO R S’ R E P O RT<br />

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D I R EC TO R S’ R E P O RT<br />

44<br />

Relative to accounting treatments allowed by IAS/IFRS, the <strong>Benetton</strong> <strong>Group</strong> has adopted the<br />

options described below.<br />

Concerning tangible and intangible assets, IAS/IFRS provide that, subsequent to acquisition,<br />

tangible and intangible assets may be valued at cost or fair value. The <strong>Benetton</strong> <strong>Group</strong> has<br />

adopted the cost option.<br />

IAS 2 allows valuation of inventories according to the criterion of weighted average cost or<br />

FIFO. The <strong>Benetton</strong> <strong>Group</strong> has opted for the criterion of weighted average cost, in line<br />

with what was also applied in previous financial statements prepared on the basis of Italian<br />

accounting principles.<br />

Adjustments to shareholders’ equity at January 1, <strong>2004</strong>, now emerging from the application of<br />

IAS/IFRS to the <strong>Benetton</strong> <strong>Group</strong> financial statements are summarized below:<br />

write-off of monetary revaluations in accordance with IAS 16 - in the past some categories<br />

of tangible fixed assets were the subject of monetary revaluations as allowed by Italian and<br />

Spanish law. The amount of the revaluation will be written off from the value of the asset,<br />

with an offsetting entry in a reserve in shareholders’ equity;<br />

write-off of start-up and expansion expenses in accordance with IAS 38 - start-up and expansion<br />

expenses will be written off, under Italian accounting principles, such expenses could be<br />

capitalized, however, under IAS/IFRS, qualify for recognition according to IAS 38;<br />

valuation of employee termination indemnities [TFR] in accordance with IAS 19 - Italian<br />

accounting principles require the liability for TFR to be shown at nominal value, calculated<br />

according to the provisions of the Italian Civil Code, whereas, according to IAS/IFRS, the<br />

amount of TFR falls within the category of defined benefit plans as provided in IAS 19 and<br />

subject to actuarial valuation. The <strong>Benetton</strong> <strong>Group</strong> has instructed an actuary to value the TFR<br />

liability at the transition date;<br />

accounting for leases according to IAS 17 - for the purposes of IAS 17, both lease income and<br />

expense must be registered in constant periodic amounts over the duration of the contract.<br />

The <strong>Benetton</strong> <strong>Group</strong> has entered into lease contracts in the USA and UK with increasing<br />

lease payments and, for the purposes of determining the income or charge for each period in<br />

accordance with IAS/IFRS, it is necessary to equalize these installments into constant amounts;<br />

fair value of exchange rate hedges in accordance with IAS 39 - the impact of mark to<br />

market valuation of exchange rate hedging instruments for future sales will be included in<br />

shareholders’ equity, whereas in accordance with accounting principles applied to date, they<br />

have been attributed to the statement of income;<br />

fair value of derivative instruments on interest rates in accordance with IAS 39 - the <strong>Benetton</strong><br />

<strong>Group</strong> holds Interest Rate Swaps [IRS] to manage interest variation risks. Under Italian<br />

accounting principles, IRS satisfy the requirements of hedging instruments and therefore<br />

the difference between interest paid and that received is attributed directly to the relevant<br />

statement of income. For the purposes of IAS/IFRS, the derivative instruments in question do<br />

not satisfy all the requirements of IAS 39 for consideration as hedges and therefore will be<br />

valued at fair value.


Further differences emerging from the application of IAS/IFRS to the <strong>Benetton</strong> <strong>Group</strong> financial<br />

statements but which do not have any impact on the reconciliation at January 1, <strong>2004</strong> are<br />

summarized below:<br />

leasehold improvements in accordance with IAS 16 - leasehold improvements will be reclassified<br />

from intangible to tangible fixed assets and depreciated over their estimated useful life or the<br />

duration of the lease contract to which they refer, if less;<br />

stock options in accordance with IFRS 2 - IFRS 2 considers stock options to be in the category<br />

of “share-based payments” and requires them to be valued at fair value at the time of their<br />

assignment, showing a cost in the statement of income offset by an increase in shareholders’<br />

equity reserves;<br />

impairment test in accordance with IAS 36 - IAS/IFRS require an impairment procedure for<br />

company assets to ensure that they are not included in balance sheet assets at a value higher<br />

than is recoverable. The <strong>Benetton</strong> <strong>Group</strong> is proceeding with the identification of Cash-<br />

Generating Units [CGUs] and establishing guidelines to allocate values and flows to these<br />

CGUs, as well as parameters to be used in the valuation process;<br />

available-for-sale financial assets - investments of liquidity in securities will be reclassified into<br />

the category foreseen in IAS 39 “Available-for-sale financial assets”; any losses or gains arising<br />

from comparison with market prices at the various accounting period-ends will be attributed<br />

to shareholders’ equity until the actual sale of these financial assets.<br />

IFRS 3 eliminates the concept of amortization of “Goodwill”; this requirement will have<br />

a limited impact on the <strong>Benetton</strong> <strong>Group</strong> financial statements, since the amounts currently<br />

in “Goodwill” in the consolidated financial statements mainly refer to payments for surrender<br />

of leases for acquisitions on a lease basis of properties for use as stores. These lease surrender<br />

payments will be amortized over the duration of the lease contract with the exception of<br />

French and Belgian “fonds de commerce”, amortized over 20 years.<br />

D I R EC TO R S’ R E P O RT<br />

45


<strong>Benetton</strong> <strong>Group</strong> <strong>2004</strong> consolidated financial statements and related notes


C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

48<br />

Consolidated balance sheet reclassified according to financial criteria [thousands of euro]<br />

Assets 12.31.<strong>2004</strong> 12.31.2003 notes<br />

Current assets<br />

Cash and banks 260,196 324,835 11<br />

Marketable securities 117,879 27,289 10<br />

Differentials on forward transactions 6,857 10,000 10<br />

Financial receivables 9,167 7,298 3<br />

394,099 369,422<br />

Accounts receivable 5, 8<br />

Trade receivables 755,082 848,508<br />

Other receivables 249,328 297,220<br />

less - Reserve for doubtful accounts [97,642] [95,870]<br />

906,768 1,049,858<br />

Assets due to be sold 7,840 8,088 9<br />

Inventories 255,436 233,736 4<br />

Accrued income and prepaid expenses 13,367 15,842 12<br />

276,643 257,666<br />

Total current assets 1,577,510 1,676,946<br />

Financial fixed assets 3<br />

Equity investments 5,116 20,514<br />

Securities held as fixed assets 223 9<br />

Guarantee deposits 16,715 15,832<br />

Medium/long-term financial receivables 28,273 30,615<br />

Other non-current receivables 44,436 8,662<br />

Total financial fixed assets 94,763 75,632<br />

Tangible fixed assets 2<br />

Real estate 703,449 641,966<br />

Plant, machinery and equipment 305,636 327,409<br />

Office furniture, furnishings and electronic equipment 112,655 100,269<br />

Vehicles and aircraft 22,366 22,817<br />

Construction in progress and advances for tangible fixed assets 3,724 17,019<br />

Finance leases 13,259 13,913<br />

less - Accumulated depreciation [419,293] [409,553]<br />

Total tangible fixed assets 741,796 713,840<br />

Intangible fixed assets 1<br />

Licenses, trademarks and industrial patents 25,041 28,225<br />

Deferred charges 184,392 202,800<br />

Total intangible fixed assets 209,433 231,025<br />

Total assets 2,623,502 2,697,443


Liabilities and Shareholders’ equity 12.31.<strong>2004</strong> 12.31.2003 notes<br />

Current liabilities<br />

Due to banks 19,924 33,879 18<br />

Bonds 300,000 - 17<br />

Short-term loans 4,985 1,339 19<br />

Current portion of medium/long-term loans 1,101 1,567 18<br />

Current portion of lease financing 6,007 4,977 19<br />

Accounts payables 284,011 331,563 20<br />

Other payables, accrued expenses and deferred income 93,422 91,364 23, 24<br />

Reserve for income taxes 14,113 126,514 22<br />

Total current liabilities 723,563 591,203<br />

Medium/long-term liabilities<br />

Bonds - 300,000 17<br />

Medium/long-term loans net of current portion 501,180 502,269 18<br />

Other medium/long-term liabilities 41,343 3,330 21, 23<br />

Lease financing 17,748 21,834 19<br />

Reserve for employee termination indemnities 51,518 49,774 16<br />

Other reserves 50,990 42,373 15<br />

Total medium/long-term liabilities 662,779 919,580<br />

Minority interests in consolidated subsidiaries 6,840 12,799 14<br />

Shareholders’ equity 13<br />

Share Capital 236,026 236,026<br />

Additional paid-in capital 56,574 56,574<br />

Surplus from monetary revaluation of assets 22,058 22,058<br />

Other reserves and retained earnings 790,211 762,986<br />

Translation differences 2,377 [11,657]<br />

Net income/[loss] for the year 123,074 107,874<br />

Total Shareholders’ equity 1,230,320 1,173,861<br />

Total liabilities and Shareholders’ equity 2,623,502 2,697,443<br />

C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

49


C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

50<br />

Consolidated statement of income with revenues and cost of sales reclassified [thousands of euro]<br />

<strong>2004</strong> 2003 notes<br />

Revenues 1,686,351 1,858,983 26<br />

Cost of sales<br />

Material and net change in inventories 438,992 528,315 29<br />

Payroll and related costs 86,977 90,786 32<br />

Subcontract work 340,217 364,291 30<br />

Industrial depreciation and amortization 21,118 24,075 33<br />

Other manufacturing costs 42,046 41,731<br />

929,350 1,049,198<br />

Gross operating income 757,001 809,785<br />

Selling, general and administrative expenses<br />

Payroll and related costs 125,181 121,424 32<br />

Distribution and transport 29,988 31,687 30<br />

Sales commission 73,573 82,622 30<br />

Advertising and promotion 53,714 69,477 30<br />

Depreciation and amortization 78,447 79,178 33<br />

Other expenses 178,894 193,818 28, 30, 31, 34<br />

539,797 578,206<br />

Income from operations 217,204 231,579<br />

Other income/[expenses] 33, 34, 36-40<br />

Foreign currency gain/[loss], net 165 9,652<br />

Interest income 21,816 28,780<br />

Interest expenses [45,402] [60,213]<br />

Other income/[expenses], net [29,448] [44,480]<br />

[52,869] [66,261]<br />

Income before taxes and minority interests 164,335 165,318<br />

Income taxes 41,754 56,399 41<br />

Income before minority interests 122,581 108,919<br />

Minority interests [income]/loss 493 [1,045]<br />

Net income for the year 123,074 107,874


C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

52<br />

Consolidated balance sheet - Assets [thousands of euro]<br />

12.31.<strong>2004</strong> 12.31.2003 notes<br />

A Receivable from Shareholders for payments not yet due - -<br />

B Fixed assets<br />

I Intangible fixed assets 1<br />

1 start-up and expansion expenses 3,685 7,361<br />

3 industrial patents and intellectual property rights 1,099 1,491<br />

4 concessions, licenses, trademarks and similar rights 23,942 26,734<br />

5 goodwill and consolidation differences 90,285 90,078<br />

6 assets under construction and advances to suppliers 222 206<br />

7 other intangible fixed assets 90,200 105,155<br />

Total intangible fixed assets 209,433 231,025<br />

II Tangible fixed assets 2<br />

1 real estate 590,184 540,099<br />

2 plant and machinery 79,498 87,343<br />

3 industrial and commercial equipment 884 1,206<br />

4 other assets 67,506 68,173<br />

5 assets under construction and advances to suppliers 3,724 17,019<br />

Total tangible fixed assets 741,796 713,840<br />

III Financial fixed assets 3<br />

1 equity investments in:<br />

a. subsidiary companies 3,216 3,549<br />

b. associated companies 5 5<br />

d. other companies 1,895 16,960<br />

Total equity investments 5,116 20,514<br />

2 accounts receivable due from:<br />

d. third parties:<br />

_ within 12 months 9,326 34,742<br />

_ beyond 12 months 44,989 46,447<br />

Total accounts receivable 54,315 81,189<br />

3 other securities 223 9<br />

Total financial fixed assets 59,654 101,712<br />

Total fixed assets 1,010,883 1,046,577


12.31.<strong>2004</strong> 12.31.2003 notes<br />

C Current assets<br />

I Inventories 4<br />

1 raw materials, other materials and consumables 101,559 101,734<br />

2 work in progress and semi-manufactured products 57,558 53,147<br />

4 finished goods and goods for resale 96,099 78,422<br />

5 advances from customers 220 433<br />

Total inventories 255,436 233,736<br />

II Accounts receivable 5<br />

1 trade receivables:<br />

_ within 12 months 657,002 752,153<br />

_ beyond 12 months 3,400 3,581<br />

Total trade receivables 660,402 755,734<br />

2 subsidiary companies - 101<br />

3 associated companies 351 364<br />

4 parent company:<br />

_ within 12 months 405 447<br />

_ beyond 12 months 32,283 -<br />

Total parent company 32,688 447<br />

4bis taxes: 6<br />

_ within 12 months 39,592 26,004<br />

_ beyond 12 months 2,052 2,479<br />

Total taxes 41,644 28,483<br />

4ter deferred tax assets 182,624 202,250 7<br />

5 other receivables: 8<br />

_ within 12 months 26,425 41,061<br />

_ beyond 12 months 6,701 2,602<br />

Total other receivables 33,126 43,663<br />

6 assets due to be sold 7,840 8,088 9<br />

Total accounts receivable 958,675 1,039,130<br />

III Financial assets not held as fixed assets 10<br />

6 other securities 117,879 27,289<br />

7 other financial receivables 209 34<br />

8 differentials on forward transactions<br />

within 12 months 6,857 10,000<br />

Total financial assets not held as fixed assets 124,945 37,323<br />

IV Liquid funds 11<br />

1 bank and post office deposits 200,175 265,024<br />

2 checks 59,594 59,503<br />

3 cash in hand 427 308<br />

Total liquid funds 260,196 324,835<br />

Total current assets 1,599,252 1,635,024<br />

D Accrued income and prepaid expenses 13,367 15,842 12<br />

Total assets 2,623,502 2,697,443<br />

C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

53


C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

54<br />

Consolidated balance sheet - Liabilities and Shareholders’ equity [thousands of euro]<br />

12.31.<strong>2004</strong> 12.31.2003 notes<br />

A Shareholders’ equity 13<br />

I Share Capital 236,026 236,026<br />

II Additional paid-in capital 56,574 56,574<br />

III Revaluation reserves 22,058 22,058<br />

IV Legal reserve 47,210 32,240<br />

VII Other reserves 745,378 719,089<br />

IX Net income for the year 123,074 107,874<br />

<strong>Group</strong> interest in Shareholders’ equity 1,230,320 1,173,861<br />

Minority interests 6,840 12,799 14<br />

Total Shareholders’ equity 1,237,160 1,186,660<br />

B Reserves for risks and charges 15<br />

2 taxes, including deferred 46 3,039<br />

3 other 50,944 39,334<br />

Total reserves for risks and charges 50,990 42,373<br />

C Reserve for employee termination indemnities 51,518 49,774 16<br />

D Accounts payable<br />

1 bonds: 17<br />

_ within 12 months 300,000 -<br />

_ beyond 12 months - 300,000<br />

Total bonds 300,000 300,000<br />

4 due to banks: 18<br />

_ within 12 months 20,965 35,388<br />

_ beyond 12 months 500,710 501,739<br />

Total due to banks 521,675 537,127<br />

5 due to other lenders: 19<br />

_ within 12 months 9,652 5,835<br />

_ beyond 12 months 18,218 22,364<br />

Total due to other lenders 27,870 28,199<br />

6 advances from customers 1,611 2,715<br />

7 trade payables: 20<br />

_ within 12 months 281,066 317,292<br />

_ beyond 12 months - 101<br />

Total trade payables 281.066 317,393<br />

8 securities issued within 12 months 1,408 1,080<br />

9 due to subsidiaries 2,684 2,630<br />

10 due to associated companies - 5


12.31.<strong>2004</strong> 12.31.2003 notes<br />

11 due to parent company: 21<br />

_ within 12 months 51 11,005<br />

_ beyond 12 months 18,664 -<br />

Total due to parent company 18,715 11,005<br />

12 due to tax authorities: 22<br />

_ within 12 months 31,251 149,440<br />

_ beyond 12 months 59 -<br />

Total due to tax authorities 31,310 149,440<br />

13 due to social security and welfare institutions 9,210 8,931<br />

14 other payables: 23<br />

_ within 12 months 49,871 40,427<br />

_ beyond 12 months 19,936 604<br />

Total other payables 69,807 41,031<br />

Total accounts payable 1,265,356 1,399,556<br />

E Accrued expenses and deferred income 24<br />

1 accrued expenses and deferred income 18,478 19,080<br />

Total accrued expenses and deferred income 18,478 19,080<br />

Total liabilities and Shareholders’ equity 2,623,502 2,697,443<br />

Memorandum accounts [thousands of euro]<br />

12.31.<strong>2004</strong> 12.31.2003 25<br />

Fiduciary guarantees granted<br />

Guarantees 136,488 2,786<br />

Commitments<br />

Sale commitments - 1,950<br />

Purchase commitments 116 6,895<br />

Other<br />

Currency to be sold forward 609,394 581,088<br />

Currency to be purchased forward 341,158 278,267<br />

Notes presented for discount 15 1,725<br />

Total memorandum accounts 1,087,171 872,711<br />

C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

55


C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

56<br />

Consolidated statement of income [thousands of euro]<br />

<strong>2004</strong> 2003 notes<br />

A Value of production<br />

1 Revenues from sales and services 1,686,351 1,858,983 26<br />

2 Change in work in progress, semi-manufactured<br />

products and finished goods 22,811 [35,603] 27<br />

4 Own work capitalized 2,134 750<br />

5 Other revenues and income 51,345 55,868 28<br />

Total value of production 1,762,641 1,879,998<br />

B Production costs<br />

6 Raw materials, other materials, consumables and goods for resale 452,168 487,048 29<br />

7 External services 620,579 657,767 30<br />

8 Leases and rentals 89,728 90,870 31<br />

9 Payroll and related costs: 32<br />

a. wages and salaries 159,172 157,289<br />

b. social security contributions 44,599 45,715<br />

c. employee termination indemnities 8,555 8,858<br />

e. other costs 1,328 1,531<br />

Total payroll and related costs 213,654 213,393<br />

10 Amortization, depreciation and write-downs: 33<br />

a. amortization of intangible fixed assets 40,894 42,916<br />

b. depreciation of tangible fixed assets 58,671 60,741<br />

c. other write-downs of fixed assets 13,332 16,129<br />

d. write-downs of current receivables<br />

and of liquid funds 39,241 48,430<br />

Total amortization, depreciation and write-downs 152,138 168,216<br />

11 Changes in inventories of raw materials, other materials,<br />

consumables and goods for resale 405 6,828<br />

12 Provisions for risks 6,897 11,888 34<br />

13 Other provisions 25,668 11,085 34<br />

14 Other operating costs 22,278 28,709 35<br />

Total production costs 1,583,515 1,675,804<br />

Difference between production value and costs 179,126 204,194<br />

C Financial income and expenses<br />

15 Income from equity investments 375 4,042<br />

16 Other financial income: 36<br />

a. from receivables held as financial fixed assets<br />

from other companies 852 1,945<br />

c. from securities included among current assets<br />

not representing equity investments 1,099 795<br />

d. financial income other than the above:<br />

_ from subsidiary companies - 81<br />

_ from others 20,141 26,102<br />

Total financial income other than the above 20,141 26,183<br />

Total other financial income 22,092 28,923


<strong>2004</strong> 2003 notes<br />

17 Interest and other financial expenses: 37<br />

_ from subsidiary companies - 49<br />

_ from others 48,631 64,767<br />

Total interest and other financial expenses 48,631 64,816<br />

17 bis Gains/[losses] on exchange rate differences 114 9,652 38<br />

Total financial income and expenses [26,050] [22,199]<br />

D Adjustments to financial assets<br />

18 Revaluations:<br />

c. of securities included among current assets<br />

not representing equity investments 2 -<br />

19 Write-downs:<br />

a. of equity investments 213 261<br />

c. of securities included among current assets<br />

not representing equity investments 16 53<br />

Total write-downs 229 314<br />

Total adjustments to financial assets [227] [314]<br />

E Extraordinary income and expenses<br />

20 Income: 39<br />

_ gains on disposals 24,157 2,870<br />

_ other 15,142 10,369<br />

Total income 39,299 13,239<br />

21 Expenses: 40<br />

_ losses on disposals 4,095 1,902<br />

_ taxes relating to prior years 642 10,916<br />

_ other 23,076 16,784<br />

Total expenses 27,813 29,602<br />

Total extraordinary income and expenses 11,486 [16,363]<br />

Results before income taxes 164,335 165,318<br />

22 Taxes on income for the year, deferred income and expenses 41,754 56,399 41<br />

Income before minority interests 122,581 108,919<br />

[Income]/Loss attributable to minority interests 493 [1,045]<br />

23 Net income for the year 123,074 107,874<br />

C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

57


C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

58<br />

Statement of changes in Shareholders’ equity [thousands of euro]<br />

Surplus from Other<br />

Additional monetary reserves Net<br />

Share paid-in revaluations and retained Translation income/[loss]<br />

Capital capital of assets earnings difference for the year Total<br />

Balance as of<br />

December 31, 2002 236,026 56,574 22,058 836,393 [617] [9,861] 1,140,573<br />

Loss for 2002<br />

brought forward - - - [9,861] - 9,861 -<br />

Dividends distributed as<br />

approved at the ordinary<br />

Shareholders’ meeting<br />

on May 12, 2003 - - - [63,546] - - [63,546]<br />

Translation differences<br />

from conversion of foreign<br />

financial statements - - - - [11,040] - [11,040]<br />

Net income for 2003 - - - - - 107,874 107,874<br />

Balance as of<br />

December 31, 2003 236,026 56,574 22,058 762,986 [11,657] 107,874 1,173,861<br />

Income for 2003<br />

brought forward - - - 107,874 - [107,874] -<br />

Dividends distributed as<br />

approved at the ordinary<br />

Shareholders’ meeting<br />

on May 12, <strong>2004</strong> - - - [68,992] - - [68,992]<br />

Translation differences<br />

from conversion of foreign<br />

financial statements - - - - 2,377 - 2,377<br />

Net income for <strong>2004</strong> - - - - - 123,074 123,074<br />

Balance as of<br />

December 31, <strong>2004</strong> 236,026 56,574 22,058 801,868 [9,280] 123,074 1,230,320


Statement of changes in minority interests [thousands of euro]<br />

Capital and Net<br />

reserves income Total<br />

Balances as of December 31, 2002 13,171 1,609 14,780<br />

2002 income brought forward 1,609 [1,609] -<br />

Acquisition of investments/Share capital increase [1,337] - [1,337]<br />

Dividends distributed [761] - [761]<br />

Translation differences [928] - [928]<br />

Net income for 2003 - 1,045 1,045<br />

Balances as of December 31, 2003 11,754 1,045 12,799<br />

2003 income brought forward 1,045 [1,045] -<br />

Acquisition of investments/Share capital increase [5,355] - [5,355]<br />

Dividends distributed [422] - [422]<br />

Translation differences 311 - 311<br />

Loss for <strong>2004</strong> - [493] [493]<br />

Balances as of December 31, <strong>2004</strong> 7,333 [493] 6,840<br />

C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

59


C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

60<br />

Consolidated statement of cash flow [thousands of euro]<br />

<strong>2004</strong> 2003<br />

Cash flow from operating activities<br />

Income before minority interests 122,581 108,919<br />

Depreciation and amortization 99,565 103,657<br />

Amortization of deferred charges on medium/long-term loans 359 363<br />

Provision for doubtful accounts and other non-monetary charges 76,446 76,517<br />

Provision for income taxes 41,754 56,399<br />

Losses/[Gains] on disposal of assets, investments, net 159 26,493<br />

Payment of termination indemnities and use of other reserves [28,931] [45,275]<br />

Self-financing 311,933 327,073<br />

Payment of taxes [35,627] [71,442]<br />

Change in accounts receivable 56,820 [5,078]<br />

Change in other operating receivables 4,488 [22,885]<br />

Change in inventories [15,245] 42,683<br />

Change in accounts payable [54,904] [16,001]<br />

Change in other operating payables and accruals 1,520 [2,532]<br />

Change in working capital [7,321] [3,813]<br />

Net cash flow from operating activities 268,985 251,818<br />

Cash flow from investing activities<br />

Purchase of tangible fixed assets [114,898] [104,447]<br />

Investment in intangible fixed assets [37,081] [46,091]<br />

Sales of tangible fixed assets 55,134 38,378<br />

Disposal of intangible fixed assets 7,134 103,065<br />

Net change in investment-related receivables and payables 28,597 2,511<br />

Net cash flow from investing activities [61,114] [6,584]<br />

Cash flow relating to equity investments and other investing activities<br />

Purchase of equity investments [21,607] [18,526]<br />

Sale of equity investments 15,167 3,854<br />

[Increase]/Decrease in guarantee deposits and treasury shares 25,267 [27,232]<br />

Total cash flow relating to equity investments and other investing activities 18,827 [41,904]<br />

Payment of dividends [69,414] [64,307]<br />

Payment of substitute tax [124,514] -<br />

Net financing surplus 32,770 139,023


<strong>2004</strong> 2003<br />

Cash flow from financing activities<br />

Change in Shareholders’ equity 1,960 245<br />

Change in short-term borrowing [10,688] 66,868<br />

Repayment of medium/long-term debt [1,554] [55,710]<br />

Change in securities held as fixed assets 8 -<br />

Change in medium/long-term debt/financial receivables with <strong>Group</strong> companies 58 1,304<br />

Increase in medium/long-term financial receivables [8,916] [25,248]<br />

Decrease in medium/long-term financial receivables 9,034 7,128<br />

Change in lease financing [3,057] [3,070]<br />

[13,155] [8,483]<br />

Change of liquidity [26,445] [145,468]<br />

Effect of translation adjustments 6,830 14,928<br />

Net cash used by financing activities [32,770] [139,023]<br />

C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

61


C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />

62<br />

Companies and groups included in the consolidation as of December 31, <strong>2004</strong><br />

Share <strong>Group</strong><br />

Name of the company Location Currency Capital interest<br />

Companies and groups consolidated<br />

on a line-by-line basis:<br />

Parent Company<br />

<strong>Benetton</strong> <strong>Group</strong> S.p.A. Ponzano Veneto [Tv] Eur 236,026,454.30<br />

Italian subsidiaries<br />

<strong>Benetton</strong> Retail Italia S.r.l. Ponzano Veneto [Tv] Eur 5,100,000 100.000%<br />

Olimpias S.p.A. Ponzano Veneto [Tv] Eur 47,988,000 100.000%<br />

_ Benair S.p.A. Ponzano Veneto [Tv] Eur 1,548,000 100.000%<br />

Benind S.p.A. Ponzano Veneto [Tv] Eur 26,000,000 100.000%<br />

Fabrica S.p.A. Ponzano Veneto [Tv] Eur 4,128,000 100.000%<br />

_ Colors Magazine S.r.l. Ponzano Veneto [Tv] Eur 1,549,370.69 100.000%<br />

Bencom S.r.l. Ponzano Veneto [Tv] Eur 150,000,000 100.000%<br />

Società Investimenti<br />

e Gestioni Immobiliari [S.I.G.I.] S.r.l. Ponzano Veneto [Tv] Eur 36,150,000 100.000%<br />

_ Buenos Aires 2000 S.r.l. Ponzano Veneto [Tv] Eur 10,516,456 100.000%<br />

Bentec S.p.A. Ponzano Veneto [Tv] Eur 12,900,000 100.000%<br />

Foreign subsidiaries<br />

<strong>Benetton</strong> Deutschland GmbH Munich Eur 2,812,200 100.000%<br />

<strong>Benetton</strong> Australia Pty. Ltd. Sydney Aud 500,000 100.000%<br />

<strong>Benetton</strong> Holding International N.V. S.A. Amsterdam Eur 92,759,000 100.000%<br />

_ United Colors Communication S.A. Lugano Chf 1,000,000 100.000%<br />

_ <strong>Benetton</strong> Austria GmbH Salzburg Eur 3,270,277.54 100.000%<br />

_ <strong>Benetton</strong> Ungheria Kft. Nagykallo Eur 89,190 100.000%<br />

_ <strong>Benetton</strong> Manufacturing Holding N.V. Amsterdam Eur 225,000 100.000%<br />

_ <strong>Benetton</strong> Têxtil - Confecção de Têxteis S.A. Maia Eur 100,000 100.000%<br />

_ <strong>Benetton</strong> Manufacturing Tunisia S.à r.l. Sahline Tnd 350,000 100.000%<br />

_ <strong>Benetton</strong> Croatia d.o.o. Osijek Hrk 2,000,000 100.000%<br />

_ <strong>Benetton</strong> Tunisia S.à r.l. Sahline Tnd 303,900 100.000%<br />

_ <strong>Benetton</strong> Trading S.à r.l. Sahline Tnd 20,000 100.000%<br />

_ DCM <strong>Benetton</strong> India Ltd. New Delhi Inr 109,241,000 100.000%<br />

_ <strong>Benetton</strong> Trading USA Inc. Lawrenceville Usd 379,148,000 100.000%<br />

_ United Colors of <strong>Benetton</strong> Do Brasil Ltda. Curitiba Brl 78,634,578 100.000%<br />

_ <strong>Benetton</strong> Japan Co. Ltd. Tokyo Jpy 400,000,000 100.000%


Share <strong>Group</strong><br />

Name of the company Location Currency Capital interest<br />

_ <strong>Benetton</strong> Retailing Japan Co. Ltd. Tokyo Jpy 160,000,000 100.000%<br />

_ <strong>Benetton</strong> Korea Inc. Seoul Krw 2,500,000,000 50.000%<br />

_ <strong>Benetton</strong> Asia Pacific Ltd. Hong Kong Hkd 41,400,000 100.000%<br />

_ <strong>Benetton</strong> Finance S.A. Luxembourg Eur 181,905,390 100.000%<br />

_ <strong>Benetton</strong> Società di Servizi S.A. Lugano Chf 80,000,000 100.000%<br />

_ Lairb Property Ltd. Dublin Eur 260,000 100.000%<br />

<strong>Benetton</strong> International Property N.V. S.A. Amsterdam Eur 17,608,000 100.000%<br />

_ <strong>Benetton</strong> Real Estate International S.A. Luxembourg Eur 116,600,000 100.000%<br />

_ <strong>Benetton</strong> Real Estate Belgique S.A. Brussels Eur 14,500,000 100.000%<br />

_ <strong>Benetton</strong> Real Estate Austria GmbH Vienna Eur 2,500,000 100.000%<br />

_ <strong>Benetton</strong> Trading S.à r.l. Paris Eur 99,495,711.60 100.000%<br />

_ <strong>Benetton</strong> Realty France S.A. Paris Eur 94,900,125 100.000%<br />

_ <strong>Benetton</strong> France Commercial S.A.S. Paris Eur 10,000,000 100.000%<br />

_ <strong>Benetton</strong> Realty Russia O.O.O. Moscow Rur 64,600,000 100.000%<br />

_ <strong>Benetton</strong> Realty Portugal Imobiliaria S.A. Maia Eur 100,000 100.000%<br />

_ <strong>Benetton</strong> Realty Spain S.L. Barcelona Eur 15,270,450 100.000%<br />

_ <strong>Benetton</strong> Real Estate Spain S.L. Barcelona Eur 150,250 100.000%<br />

<strong>Benetton</strong> International S.A. Luxembourg Eur 2,500,000 100.000%<br />

_ <strong>Benetton</strong> Retail Deutschland GmbH Munich Eur 2,000,000 100.000%<br />

_ New Ben GmbH Frankfurt Eur 5,000,000 51.000%<br />

_ <strong>Benetton</strong> Retail Ungheria Kft. Nagykallo Huf 50,000,000 100.000%<br />

_ <strong>Benetton</strong> Retail [1988] Ltd. London Gbp 56,800,000 100.000%<br />

_ <strong>Benetton</strong> Retail Spain S.L. Barcelona Eur 10,180,300 100.000%<br />

_ <strong>Benetton</strong> 2 Retail Comércio<br />

de Produtos Têxteis S.A. Maia Eur 500,000 100.000%<br />

<strong>Benetton</strong> USA Corp. Wilmington Usd 84,654,000 100.000%<br />

Investments in subsidiary companies<br />

carried at equity:<br />

_ <strong>Benetton</strong> Slovakia s.r.o. Dolny Kubin Svk 135,000,000 100.000%<br />

_ <strong>Benetton</strong> Argentina S.A. Buenos Aires Arp 500,000 100.000%<br />

Investments in subsidiary and associated<br />

companies carried at cost:<br />

_ Consorzio Generazione<br />

Forme - Co.Ge.F. S. Mauro Torinese [To] Eur 15,492 33.333%<br />

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Notes to the consolidated financial statements<br />

The consolidated financial statements have been prepared in conformity with chapter III of<br />

Legislative Decree no. 127 of April 9, 1991, which implemented the EC VII Directive in Italy.<br />

The notes to the consolidated financial statements explain, analyze and, in some cases,<br />

supplement the data reported on the face of the financial statements and include information<br />

required by article 38 and other provisions of Legislative Decree no. 127/1991. Additional<br />

information is also provided in order to present a true and fair view of the financial and<br />

operating position of the <strong>Group</strong>, even where this is not required by specific legislation.<br />

The statement of income and balance sheet for <strong>2004</strong> has been drawn up incorporating<br />

changes required by the reform of company law [Legislative Decree no. 6 of January 17, 2003<br />

and subsequent amendments and additions] as illustrated in the relative paragraph.<br />

Unless otherwise specified, amounts indicated in these notes are expressed in thousands<br />

of euro.<br />

Activities of the <strong>Group</strong><br />

<strong>Benetton</strong> <strong>Group</strong> S.p.A., the Parent Company, and its subsidiary companies [collectively<br />

the “<strong>Group</strong>”] primarily manufacture and market fashion apparel in wool, cotton and woven<br />

fabrics, as well as sportswear and leisure goods. The manufacture of finished articles from<br />

raw materials is undertaken partly within the <strong>Group</strong> and partly using subcontractors, whereas<br />

marketing is carried out through an extensive sales network both in Italy and abroad,<br />

consisting mainly of stores owned by third parties.<br />

Form and content of the consolidated financial statements<br />

The consolidated financial statements of the <strong>Group</strong> include the financial statements as of<br />

December 31, <strong>2004</strong> of <strong>Benetton</strong> <strong>Group</strong> S.p.A., the Parent Company, and all the Italian and<br />

foreign companies in which the Parent Company holds, directly or indirectly, the majority<br />

of the voting rights. They also include the accounts of some 50%-owned companies over<br />

which the <strong>Group</strong> exercises a dominant influence.<br />

The companies included within the scope of consolidation are listed in the appendix<br />

“Companies and groups included in the consolidation as of December 31, <strong>2004</strong>”.<br />

Financial statements utilized for the consolidation are those prepared for approval at the<br />

Shareholders’ meetings of the individual companies.<br />

Financial statements of foreign subsidiaries have been reclassified, where necessary, for<br />

consistency with the format adopted by the Parent Company. Such financial statements have<br />

been adjusted so that they are consistent with the accounting policies referred to below.<br />

A reconciliation between Shareholders’ equity and net income as reported in the statutory<br />

financial statements of <strong>Benetton</strong> <strong>Group</strong> S.p.A., and the consolidated Shareholders’ equity<br />

and net income of the <strong>Group</strong> is presented in the consolidated Shareholders’ equity section.<br />

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Principles of consolidation<br />

The most significant consolidation principles adopted for the preparation of the consolidated<br />

financial statements are as follows:<br />

a. The assets and liabilities of subsidiary companies are consolidated on a line-by-line basis<br />

and the carrying value of investments held by the Parent Company and other consolidated<br />

subsidiaries is eliminated against the related Shareholders’ equity accounts.<br />

b. When a company is consolidated for the first time, any positive difference emerging<br />

from the elimination of its carrying value on the basis indicated in a] above, is allocated,<br />

where applicable, to the assets of the subsidiary. Any excess arising upon consolidation,<br />

described as “consolidation difference”, is entered in assets in “Goodwill and consolidation<br />

differences”.<br />

Negative differences are classified within the “Reserve for future risks and charges arising<br />

on consolidation” if they reflect expected future losses; otherwise, they are classified as part<br />

of the “Consolidation reserve” within Shareholders’ equity.<br />

Goodwill is amortized over its estimated useful life.<br />

c. Intercompany receivables and payables, costs and revenues, and all significant transactions<br />

between consolidated companies, including the intragroup payment of dividends, are<br />

eliminated.<br />

Unrealized intercompany profits and gains and losses arising from transactions between<br />

<strong>Group</strong> companies are also eliminated.<br />

d. The minority Shareholders’ interest in Shareholders’ equity and the results for the year of<br />

consolidated subsidiaries are classified separately as “Minority interests” in the consolidated<br />

balance sheet and as “Income attributable to minority interests” in the consolidated income<br />

statement.<br />

e. The financial statements of foreign subsidiaries are translated into euro using year-end<br />

exchange rates for balance sheet items and average exchange rates for the year for income<br />

statement items.<br />

Differences arising from the translation into euro of foreign currency financial statements<br />

are reflected directly in consolidated Shareholders’ equity.


Accounting principles and valuation criteria<br />

These have been adopted in observance of article 2426 of the Italian Civil Code, also taking<br />

account of accounting principles prepared by the Italian Accounting Profession and, in the<br />

absence thereof, those issued by the International Accounting Standards Board [IASB].<br />

Intangible fixed assets. These are recorded at purchase or production cost, including related<br />

charges. The value of these assets may be subject to revaluation in accordance with statutory<br />

regulations.<br />

One method for determining the value of intangible fixed assets is to allocate the excess price<br />

deriving from investments acquired or other company transactions. This type of allocation is<br />

used for excess prices paid for trademarks acquired under these types of operation, on the<br />

basis of an independent appraisal.<br />

Intangible fixed assets are written down in cases where, regardless of the amortization<br />

accumulated, there is a permanent loss in value. The value of such assets is reinstated in future<br />

accounting periods should the reasons for such write-downs no longer apply.<br />

Book value is systematically amortized on a straight-line basis in relation to the residual useful<br />

economic lives of such assets. The duration of amortization plans is based on the estimated<br />

economic use of these assets.<br />

Normally, amortization periods for trademarks fluctuate between fifteen and twenty-five<br />

years, while patents are amortized over three years. Goodwill and consolidation differences<br />

are amortized over ten years. Leasehold improvements costs are amortized over the duration<br />

of the lease contract. Start-up and expansion expenses and other deferred charges are mostly<br />

amortized over five years.<br />

Tangible fixed assets. These are recorded at purchase or production cost, revalued where<br />

required or permitted by statutory regulations. Cost includes related charges and direct and<br />

indirect expenses reasonably attributable to the individual assets. Tangible fixed assets are<br />

written down in cases where, regardless of the depreciation accumulated, there is a permanent<br />

loss in value. The value of such assets is reinstated in future accounting periods should the<br />

reasons for such write-downs no longer apply. Ordinary maintenance costs are fully expensed<br />

as incurred. Improvement expenditure is allocated to the related assets and depreciated over<br />

their residual useful lives.<br />

Depreciation is calculated systematically on a straight-line basis using rates considered to<br />

reflect the estimated useful lives of the assets. In the first year such assets enter into service,<br />

these rates are halved in consideration of their shorter period of use.<br />

The depreciation rates applied by consolidated companies are as follows:<br />

Real estate 2% - 3%<br />

Plant and machinery 8% - 25%<br />

Industrial and commercial equipment 10% - 25%<br />

Other tangible fixed assets:<br />

_ office and store furniture, furnishings and electronic machines 10% - 25%<br />

_ vehicles 20% - 25%<br />

_ aircraft 6%<br />

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In order to incorporate the changes required by the reform of company law [Legislative<br />

Decree no. 6 of January 17, 2003 and subsequent amendments and additions] in the statutory<br />

financial statements of Italian <strong>Group</strong> companies, eliminations have been made of tax-based<br />

adjustments resulting from accelerated depreciation made in prior years, by allocating past<br />

income effects to extraordinary income and the relative tax effects to extraordinary expenses.<br />

These impacts have been reversed in the consolidated financial statements where they had<br />

already been eliminated in previous years.<br />

Assets acquired under finance leases are stated at their fair value at the start of the lease and<br />

the capital portion of the lease installments is recorded as a liability to the leasing company.<br />

Financial fixed assets. Investments in subsidiaries not consolidated on a line-by-line basis,<br />

because no longer operative or in liquidation at the date of the financial statements, together<br />

with those in associated companies, are valued at cost on an equity basis, eliminating the<br />

<strong>Group</strong>’s share of any unrealized intercompany profits, where significant.<br />

The difference between cost and Shareholders’ equity of subsidiary companies at the time they<br />

are acquired is allocated on the basis described in paragraph b] of the consolidation principles.<br />

Equity investments of less than 20% in other companies are stated at cost, which is written<br />

down where there is a permanent loss in value. The original value of these investments is<br />

reinstated in future accounting periods should the reasons for such write-downs no longer apply.<br />

Receivables included among financial fixed assets are stated at their estimated realizable value.<br />

Other securities in fixed assets are entered at cost, adjusted for issue and dealing discounts.<br />

This cost is written down for any lasting losses of value.<br />

Inventories. Inventories are stated at the lower of purchase or manufacturing cost, generally<br />

determined on a weighted average cost basis, and their market or net realizable value.<br />

Manufacturing cost includes raw materials and all direct and indirect production-related<br />

expenses.<br />

The calculation of estimated realizable value includes any manufacturing costs still to be<br />

incurred and direct selling expenses. Obsolete and slow-moving inventories are written<br />

down in relation to their possibility of employment in the production process or to their net<br />

realizable value.<br />

Accounts receivable. These are recorded at their estimated realizable value, net of<br />

appropriate reserves for doubtful accounts determined on a prudent basis. Any medium/longterm<br />

receivables that include an implicit interest component are discounted using a suitable<br />

market rate.<br />

Receivables discounted without recourse, for which the insolvency risk is transferred to the<br />

acquirer, are reversed in the financial statements at their nominal value. Commission paid to<br />

the factoring company for the service is included in expenses for financial services.<br />

Other securities not held as fixed assets. These securities are stated at the lower of purchase<br />

cost and market value; the original value of these investments is reinstated in future accounting<br />

periods, should the reasons for such write-downs no longer apply.<br />

Securities acquired subject to resale commitments are recorded at cost and classified among<br />

other securities not held as fixed assets. The difference between the spot and forward prices of<br />

such securities is recognized in the period to which it relates over the duration of the contract.<br />

Accruals and deferrals. These are recorded to match costs and revenues in the accounting<br />

periods to which they relate.


Reserves for risks and charges. These reserves cover known or likely losses, the timing and<br />

amount of which cannot be determined at year-end. The reserves reflect the best estimate<br />

of losses to be incurred based on the information available.<br />

Reserve for employee termination indemnities. This reserve represents the liability of<br />

Italian companies within the <strong>Group</strong> for indemnities payable upon termination of employment,<br />

accrued in accordance with labor laws and labor agreements in force. This liability is subject to<br />

annual revaluation using the officially-established indices.<br />

Accounts payable. These are stated at face value. The implicit interest component which is<br />

included in medium/long-term debt is recorded separately using a suitable market rate.<br />

Transactions in foreign currencies. Transactions in foreign currencies are recorded using the<br />

exchange rates in effect at the transaction dates. Exchange gains or losses realized during the<br />

year are included in the consolidated statement of income.<br />

At the date of the financial statements, the Italian <strong>Group</strong> companies adjust receivables and<br />

payables in foreign currency to the exchange rates ruling at the year end, booking all resulting<br />

gains and losses to the income statement. Exchange gains or losses incurred, on forward<br />

contracts opened to hedge receivables and payables are booked to the income statement; the<br />

discount or premium on these contracts is recorded on an accrual basis.<br />

The value of forward contracts, other than those hedging specific foreign currency assets<br />

and liabilities, is restated at year-end with reference to the differential between the forward<br />

exchange rates applicable to the various types of contract at the balance-sheet date and<br />

the contracted forward exchange rates; the net result of this comparison is charged to the<br />

statement of income.<br />

Revenue recognition. Revenues from product sales are recognized when change of ownership<br />

occurs, which normally occurs at the time of shipment to the customer.<br />

Expense recognition. Expenses are recorded on accrual basis.<br />

Income taxes. Current income taxes are provided on the basis of a reasonable estimate of the<br />

tax liability for the year, in accordance with applicable local regulations.<br />

Italian companies of the <strong>Group</strong> are participating in a national tax consolidation according to<br />

articles 117 and subsequent of the Tax Consolidation Act DPR 917/86 based on a proposal by<br />

the consolidating parent company Edizione Holding S.p.A. which exercised the option for this<br />

ruling on December 30, <strong>2004</strong>.<br />

The duration of the option is three years starting from the <strong>2004</strong> fiscal year.<br />

Relationships arising from participation in the consolidation are governed by specific Rules<br />

approved and signed by all participating companies.<br />

This participation enables the companies to identify, and then transfer, current taxes, even<br />

when the taxable result is negative, with a receivable from Edizione Holding S.p.A. as the<br />

counter entry. Vice versa, if the taxable result is positive, current taxes have a payable to the<br />

parent company as the counter entry.<br />

The relationship between the parties, governed by a contract, provides for the recognition by<br />

all of the amount calculated based on the fiscal losses and profits transferred at current IRES<br />

(corporation tax) rates.<br />

Moreover, the net total of prepaid and deferred tax is recorded.<br />

Deferred tax assets relate to costs and expenses not yet deductible at year-end, to<br />

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consolidation adjustments and to the benefit of accumulated tax losses carrying forward;<br />

deferred tax assets are recognized when there is a high degree of certainty that they can be<br />

recovered in the future.<br />

Deferred tax liabilities refer to transactions where taxation is deferred to future years, such as<br />

gains on the disposal of tangible and intangible fixed assets or consolidation adjustments arising<br />

from the reversal of accelerated depreciation or lease transactions recorded as finance leases.<br />

Deferred tax assets are adjusted to take account of the reasonable certainty of their recovery.<br />

Supplementary information<br />

Accounting treatment of the business transfers in the consolidated financial statements.<br />

The businesses transferred by the Parent Company to three Italian companies in December<br />

2003 involved transferring assets and liabilities on the basis of a valuation carried out by<br />

expert appraisers in accordance with art. 2343 of the Italian Civil Code.<br />

The assets transferred mainly consisted of trademarks and patents, licenses and software, real<br />

estate, plant and machinery and IT equipment.<br />

The expert appraisal recalculated the residual useful life of the assets and gave each of them<br />

a value, which resulted in a significant capital gain for the transferor in the financial statements<br />

to December 31, 2003, which, reassessed for tax purposes, was subject to the 19% flat-rate<br />

substitute tax as per arts. 1 and 4.2 of D. Lgs. 358/1997.<br />

The accounting treatment of this operation had the following impact on the consolidated<br />

financial statements:<br />

_ elimination of the intercompany gain on transfer and reallocation of the pre-contribution<br />

values to the various assets and related reserves;<br />

_ elimination of the depreciation and amortization charged on the new higher values in the<br />

transferee companies;<br />

_ recalculation of depreciation and amortization on the basis of the assets’ historical costs and<br />

adjustment of their residual useful life to that established for the financial statements of the<br />

transferee companies.<br />

The substitute tax will make it possible to deduct the depreciation and amortization on<br />

these capital gains for tax purposes in future years. This tax was paid in the first half of<br />

<strong>2004</strong>. According to Accounting Principle no. 25 issued by the Italian Accounting Profession,<br />

elimination of the intercompany gains in the consolidation will give rise to timing differences<br />

between the post-elimination asset values in the consolidated financial statements and the<br />

corresponding values shown in the statutory financial statements of the transferee companies,<br />

in which deferred tax assets have been booked.<br />

These deferred tax assets have been calculated by applying the current tax rate to the said<br />

timing differences, given that it is reasonably certain that they will be recoverable in future<br />

years by earning sufficient taxable income, as reflected in the Company’s forecasts.<br />

The Killer Loop brand, on the other hand, was transferred at fair value, based on an appraisal.<br />

Such fair value was lower than the book value. The expert appraisers chose the “market<br />

royalty rate” as their main method of valuation as this was considered the most prudent, even<br />

if it does not necessarily represent the value that could be obtained by selling the brands<br />

(market value). As pointed out in this appraisal, different methods of valuation can lead to<br />

quite different values; in fact, the appraisers used “enterprise value” as a control method to<br />

assess the economic sustainability of the values indicated by the main valuation method. Under<br />

this method, the value of the Killer Loop brand and related goodwill as shown in the financial<br />

statements were confirmed and the expected cash flows were not at risk of impairment.


Article 2423, paragraph 4, of the Italian Civil Code. Departures from statutory accounting<br />

criteria and policies according to the fourth paragraph of article 2423 of the Italian Civil Code<br />

have not occurred.<br />

Statement of cash flows. The statement of consolidated cash flows provides information by<br />

type of flow and activity. Cash and bank accounts and readily marketable securities are treated<br />

as cash.<br />

Reform of company law. The statement of income and balance sheet have been drawn up<br />

incorporating changes required by the reform of company law [Legislative Decree no. 6 of<br />

January 17, 2003 and subsequent amendments and additions], which required some changes<br />

to the consolidated financial statements relative to the financial statements; in particular in<br />

accordance with art. 2423 ter, paragraph 5, the following items were reclassified as of December<br />

31, 2003 to put them on a like basis and comparable with those at December 31, <strong>2004</strong>:<br />

_ C 4 bis “Taxes”;<br />

_ C 4 ter “Deferred tax assets”;<br />

_ C 17 bis “Gains/[losses] on exchange rate differences”;<br />

_ information on receivables and payables, which must be analyzed by geographic area.<br />

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Comments on principal asset items<br />

Fixed assets<br />

[1] Intangible fixed asset<br />

12.31.<strong>2004</strong> 12.31.2003<br />

[thousands of euro] Gross Net Gross Net<br />

Start-up and expansion expenses 17,633 3,685 18,367 7,361<br />

Industrial patents and intellectual property rights 3,477 1,099 3,355 1,491<br />

Concessions, licenses, trademarks and similar rights 65,890 23,942 64,851 26,734<br />

Goodwill and consolidation differences:<br />

_ goodwill 120,970 84,048 110,464 83,236<br />

_ consolidation differences 17,325 6,237 17,542 6,842<br />

Total goodwill and consolidation differences 138,295 90,285 128,006 90,078<br />

Assets under construction and advance payments 222 222 206 206<br />

Other intangible fixed assets:<br />

_ issue expenses for bonds and loans 1,653 491 1,722 876<br />

_ software and other 66,355 24,724 58,087 25,798<br />

_ leasehold improvements 98,961 64,985 103,187 78,481<br />

Total other intangible fixed assets 166,969 90,200 162,996 105,155<br />

Total 392,486 209,433 377,781 231,025<br />

“Start-up and expansion expenses” include 3,060 thousand euro in start-up expenses for retail<br />

projects.<br />

“Concessions, licenses, trademarks and similar rights” include the net book value of the<br />

following brands:<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

United Colors of <strong>Benetton</strong> 3,046 2,964<br />

Sisley 444 426<br />

Killer Loop 14,273 16,058<br />

Other 1,112 1,206<br />

Total 18,875 20,654<br />

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“Goodwill” is made up essentially of the value of the retailing companies bought in Italy’s main<br />

cities with a view to developing the network of clothes stores. Increases in <strong>2004</strong> relate mainly<br />

to investments in the sales network in Italy and Belgium.<br />

“Consolidation differences” of 6,237 thousand euro reflect the residual goodwill emerging<br />

from consolidation of the companies acquired, with 1,549 thousand euro attributable to the<br />

business represented by the Killer Loop trademark and the remainder to other European<br />

companies. This consolidation difference is amortized over ten years, which is considered<br />

appropriate since it is consistent with the accounting policies currently applied in the sector<br />

where <strong>Group</strong> companies operate.<br />

Leasehold improvements relate mainly to the restructuring and modernization of stores<br />

belonging to third parties; the change in the year is due to new investments, amortization and<br />

adjustments to market value in some foreign companies.<br />

“Software and other” includes costs incurred for the purchase and development of software<br />

which represent costs incurred for the study, diagnosis and implementation, as well as the<br />

purchase, of IT programs and applications. The increase in this item relates to purchases from<br />

third parties and internal development of programs.<br />

This item also includes costs incurred for the early vacation of third party premises, which are<br />

amortized over the life of the lease, as well as expenses related to taking over lease contracts<br />

of properties and companies.<br />

Movements in the principal intangible fixed asset items during <strong>2004</strong> were as follows:<br />

Concessions,<br />

licenses,<br />

trade marks Goodwill and Other<br />

Patent and similar consolidation Leasehold intangible<br />

[thousands of euro] rights rights differences improvements fixed assets Total<br />

Net opening balance 1,491 26,734 90,078 78,481 34,241 231,025<br />

Change in the scope of consolidation - 5 4,409 [1] - 4,413<br />

Additions 130 1,327 15,103 8,701 11,819 37,080<br />

Disposals [7] [94] [4,452] [4,235] [1,124] [9,912]<br />

Amortization [515] [3,968] [12,090] [9,347] [14,974] [40,894]<br />

Translation differences<br />

and other movements - [62] [2,763] [8,614] [840] [12,279]<br />

Net closing balance 1,099 23,942 90,285 64,985 29,122 209,433


[2] Tangible fixed assets<br />

Tangible fixed assets are stated net of accumulated depreciation of 419,293 thousand euro.<br />

Additions in the period mainly concerned:<br />

_ investments in real estate for commercial use and the related modernization and upgrading<br />

of premises;<br />

_ plant, machinery and equipment purchased to improve the efficiency of production<br />

processes, particularly in the Italian manufacturing companies.<br />

The depreciation charge for the period was 58,671 thousand euro.<br />

Movements in the principal tangible fixed asset items during <strong>2004</strong> were as follows:<br />

Industrial and Fixed assets<br />

Real Plant and commercial Other in progress<br />

[thousands of euro] estate machinery equipment assets and advances Total<br />

Net opening balance 540,099 87,343 1,206 68,173 17,019 713,840<br />

Change in the scope of consolidation - - - 1,639 - 1,639<br />

Additions 75,545 19,224 251 24,030 3,610 122,660<br />

Disposals [24,654] [8,196] [29] [2,047] [472] [35,398]<br />

Depreciation [17,173] [19,765] [593] [21,140] - [58,671]<br />

Translation differences<br />

and other movements 16,367 892 49 [3,149] [16,433] [2,274]<br />

Net closing balance 590,184 79,498 884 67,506 3,724 741,796<br />

Some tangible fixed assets are pledged as security for long-term loans from banks and other<br />

lenders. The outstanding balance of such loans is 1,195 thousand euro.<br />

Additions in respect of “Other assets” relate to investments in furniture, furnishings and<br />

electronic machines of 19,322 thousand euro, to acquisitions of leased assets of 3,741 thousand<br />

euro and to vehicles and aircraft of 967 thousand euro.<br />

Other assets include the following assets acquired under finance leases:<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Real estate 9,472 13,790<br />

Other assets 3,787 123<br />

less - Accumulated depreciation [1,516] [1,577]<br />

Total 11,743 12,336<br />

Outstanding capital payments due to lessors as of December 31, <strong>2004</strong>, classified as amounts<br />

due to leasing companies, are reported in the note “Due to other lenders”.<br />

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[3] Financial fixed assets<br />

Equity investments. Equity investments in subsidiary companies relate primarily to foreign<br />

selling and production companies. These companies are valued at cost or by the equity<br />

method and are not included in the consolidation because they are non-operative or in<br />

liquidation at the date of the financial statements.<br />

Other investments mainly represent minority interests in Italian and Japanese companies<br />

and in a Swiss company.<br />

The balance as of December 31, 2003 related mainly to the purchase, for 15,000 thousand<br />

euro, of 10% of the share capital of Tecnica S.p.A., sold in the third quarter of <strong>2004</strong>.<br />

Accounts receivable<br />

Maturities [in years]<br />

[thousands of euro] Within 1 From 1 to 5 Beyond 5 12.31.<strong>2004</strong> 12.31.2003<br />

Other receivables:<br />

_ due within 12 months 9,326 - - 9,326 34,742<br />

_ due beyond 12 months - 22,458 5,816 28,274 30,615<br />

Total other receivables 9,326 22,458 5,816 37,600 65,357<br />

Guarantee deposits - - 16,715 16,715 15,832<br />

Total 9,326 22,458 22,531 54,315 81,189<br />

Other receivables as of December 31, <strong>2004</strong> maturing beyond 1 year include financial<br />

receivables with interest at market rates. Accounts receivable due from others within<br />

12 months include 368 thousand euro in tax credits for advance taxes paid by the Italian<br />

companies in relation to employee termination indemnities, under Law 140 of May 28, 1997.<br />

Guarantee deposits outstanding as of December 31 mainly relate to lease contracts stipulated<br />

by the Japanese subsidiary.<br />

Other securities held as financial fixed assets<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Other 223 9<br />

The balance corresponds to foreign securities purchased by a German subsidiary.


Current assets<br />

[4] Inventories<br />

Inventories, of 255,436 thousand euro [233,736 thousand euro as of December 31, 2003], are<br />

shown net of the related write-down reserve, analyzed as follows:<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Raw materials, other materials and consumables 2,334 348<br />

Work in progress and semi-manufactured products 750 590<br />

Finished goods 14,727 7,546<br />

Total 17,811 8,484<br />

The valuation of closing inventories at weighted average cost is not appreciably different from<br />

their value at current purchase cost.<br />

[5] Accounts receivable<br />

Trade receivables. As of December 31, <strong>2004</strong>, trade receivables, net of the reserve for doubtful<br />

accounts, amount to 660,402 thousand euro [755,734 thousand euro as of December 31, 2003].<br />

The reserve for doubtful accounts at December 31, <strong>2004</strong> amounts to 97,642 thousand euro<br />

[95,870 thousand euro as of December 31, 2003]. 33,862 thousand euro of this reserve<br />

was used during the period. Valuation of the risk, both specific and generic, associated with<br />

receivables existing at year-end, resulted in a provision to the reserve of 39,240 thousand euro.<br />

Moreover, in the fourth quarter of <strong>2004</strong>, trade receivables were discounted without recourse<br />

through a factoring contract with Unicredit Factoring S.p.A., amounting to around 18,500<br />

thousand euro, of which 14,900 thousand euro had not yet matured at year-end.<br />

The analysis of trade receivables with third parties by geographic area is shown below:<br />

The Rest of the<br />

[thousands of euro] Europe Asia Americas world Total<br />

Trade receivables 595,902 33,362 30,225 913 660,402<br />

Due from subsidiaries, associated companies and the parent company. Receivables from the<br />

parent company Edizione Holding S.p.A., of 32,688 thousand euro, include:<br />

_ receivables maturing within the next twelve months of 405 thousand euro, of which 86<br />

thousand euro were trade and 319 thousand euro other;<br />

_ receivables due beyond the next twelve months of 32,283 thousand euro, representing<br />

current taxes calculated on the negative taxable results of some <strong>Group</strong> companies as<br />

provided by the Rules for relationships between companies participating in a national fiscal<br />

consolidation; these receivables fall due in 2006.<br />

Receivables from associated companies of 351 thousand euro were trade receivables.<br />

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[6] Tax receivables. These include:<br />

_ VAT recoverable from the tax authorities of 27,422 thousand euro [18,481 thousand euro as<br />

of December 31, 2003], including 1,238 thousand euro due beyond 12 months;<br />

_ tax credits of 9,362 thousand euro [5,553 thousand euro as of December 31, 2003],<br />

including 287 thousand euro maturing beyond 12 months;<br />

_ other receivables from the tax authorities of 4,860 thousand euro, including 527 thousand<br />

euro maturing beyond twelve months.<br />

[7] Deferred tax assets. The following table shows total net deferred tax assets:<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Tax effect of eliminating intercompany profits 4,162 5,955<br />

Tax effect of provisions and costs which will be deductible in future years 81,243 79,828<br />

Deferred taxes on reversal of excess depreciation and accounting for leases<br />

using the financing method [15,355] [17,685]<br />

Deferred taxes on gains taxable over a number of accounting periods [2,927] [2,267]<br />

Deferred tax assets on losses 595 -<br />

Different basis for the depreciation/amortization<br />

of tangible/intangible fixed assets 115,650 128,500<br />

Total benefit on losses brought forward for tax purposes 140,329 135,153<br />

Deferred taxes on profits/reserves distributable by subsidiaries [7,957] -<br />

Total deferred tax assets 315,740 329,484<br />

Adjustment of benefits on losses brought forward [133,116] [127,234]<br />

Total 182,624 202,250<br />

Potential tax benefits deriving from tax losses which may be carried forward by <strong>Group</strong><br />

companies are recognized for the theoretical maximum amount and, at the same time, partially<br />

written down because their recoverability is not reasonably certain.<br />

The deferred tax assets relate to:<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Italian companies 165,141 179,282<br />

Foreign companies 17,483 22,968<br />

Total 182,624 202,250<br />

[8] Other receivables. These include advances to agents and suppliers, receivables for the sale of<br />

fixed assets and other items. The amount due beyond twelve months is 6,701 thousand euro.<br />

[9] Assets due to be sold. This item, of 7,840 thousand euro, arises from the reclassification to<br />

current assets of the realizable value of “Manifattura Goriziana” business, following shutdown<br />

of activity in the relative factory. The operation did not have a significant impact in the<br />

statement of income; while the balance sheet includes an asset relative to the sale. The 2003<br />

amount related to the amount agreed for the sale of a property owned by a foreign subsidiary,<br />

which was received during <strong>2004</strong>.


[10] Financial assets not held as fixed asset<br />

Treasury shares. The Company was not holding any treasury shares at the close of the year.<br />

Other securities<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Government bonds [BTP] maturing between 2005 and 2006<br />

at interest rates between 2.75% and 4.5% 32,509 7,201<br />

Treasury Certificates [CCT] maturing between 2008 and 2011<br />

at an interest rate of 2.4% 20,550 14,866<br />

Zero coupon Treasury certificates [CTZ] maturing in 2005<br />

at rates of interest between 2.064% and 2.068% 29,796 -<br />

Ordinary Government bonds [BOT] maturing in 2005<br />

at interest rates between 2.092% and 2.098% 29,658 -<br />

Amex European Short Term Euro 824 822<br />

Gestielle Bt Euro - 605<br />

Sinopia Alternactiv Euro 609 -<br />

Generali Am-Eu Sty-cd cap 557 -<br />

Vontobel Euro Bond A2 551 -<br />

Morgan Fund-Short Maturity Euro 1,243 1,513<br />

SCH Euro Short Term A Euro 1,582 2,282<br />

Total 117,879 27,289<br />

The following transactions were carried out during the year by the Parent Company:<br />

_ purchases of bonds [BTP, CTZ, CCT and BOT] for 103,468 thousand euro;<br />

_ sale of bonds [BTP and CCT] for 12,996 thousand euro, including 8,058 thousand euro of<br />

bonds purchased in previous years;<br />

_ purchases of monetary fund units for 3,590 thousand euro;<br />

_ sale of monetary fund units for 3,446 thousand euro, including 3,157 thousand euro<br />

purchased in previous years.<br />

Differentials on forward transactions<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Differentials on forward transactions 6,857 10,000<br />

The amount refers principally to the adjustment of hedging transactions outstanding at the end<br />

of the year to year-end exchange rates.<br />

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[11] Liquid funds<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Current account deposits [euro] 31,726 26,058<br />

Current account deposits [foreign currencies] 26,773 31,756<br />

Time deposits [euro] 141,522 204,281<br />

Time deposits [foreign currencies] 154 2,929<br />

Checks 59,594 59,503<br />

Cash in hand 427 308<br />

Total 260,196 324,835<br />

The time deposits in euro are liquid funds belonging to the finance companies. They also<br />

include a bank deposit of 94,500 thousand euro made by the Parent Company with due date<br />

January 3, 2005.<br />

Average interest rates reflect market returns for the various currencies concerned.<br />

The amount of cash and banks as of December 31, <strong>2004</strong> reflects the receipts from customers<br />

at year end.<br />

[12] Accrued income and prepaid expenses<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Accrued income:<br />

_ financial income 2,792 3,810<br />

_ other income 125 159<br />

Total accrued income 2,917 3,969<br />

Prepaid expenses:<br />

_ financial charges 2,165 27<br />

_ rentals and leasing charges 4,929 8,871<br />

_ advertising and sponsorships 113 278<br />

_ taxes 1,551 847<br />

_ other expenses 1,610 1,625<br />

_ discount on bond 82 225<br />

Total prepaid expenses 10,450 11,873<br />

Total 13,367 15,842<br />

Accrued income relates mainly to interest maturing on temporary investments of liquidity<br />

and interest on outstanding Interest Rate Swaps, to hedge the rate on the loan of 500,000<br />

thousand euro obtained in 2000.<br />

In previous years, merger differences were released from further taxation via payment of a<br />

substitute tax at 27%. This substitute tax has been classified under current income taxes with<br />

a matching balance in “Due to tax authorities”. In accordance with the concept of allocating<br />

costs to the appropriate period, some 406 thousand euro of this tax has been recorded as<br />

a prepayment because the cost of freeing up merger differences from tax is related to the<br />

benefit deriving from future tax savings linked to the possibility of deducting depreciation<br />

and amortization. Given the different periods of depreciation/amortization for the assets<br />

concerned and taking account of the prudence principle, the substitute tax is being deferred<br />

over a period of 10 years.


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Comments on principal liability and equity items<br />

[13] Shareholders’ equity<br />

Share Capital<br />

The share capital of <strong>Benetton</strong> <strong>Group</strong> S.p.A. at December 31, <strong>2004</strong> amounts to 236,026,454.30<br />

euro and consists of 181,558,811 shares with a par value of 1.30 euro each. The 1980 spin-off<br />

reserve and part of the monetary revaluation reserves were capitalized by <strong>Benetton</strong> <strong>Group</strong><br />

S.p.A. in prior years by the issue of stock dividends.<br />

Additional paid-in capital<br />

This balance is unchanged with respect to the previous year.<br />

Revaluation reserves<br />

The monetary revaluation reserves exclusively reflect the residual amounts of revaluation<br />

reserves established in accordance with the provisions of Law 72 of March 19, 1983 and Law<br />

413 of December 30, 1991, and the monetary revaluation of tangible fixed assets by a Spanish<br />

subsidiary [Royal Decree 2607/96].<br />

Legal reserve<br />

The increase in the legal reserve derives from the allocation, in accordance with the law and<br />

the articles of association, of a proportion of the Parent Company profit for the year ending<br />

on December 31, 2003.<br />

Other reserves<br />

As of December 31, <strong>2004</strong>, this item amounts to 745,378 thousand euro [719,089 thousand<br />

euro as of December 31, 2003], and includes:<br />

_ 551,000 thousand euro relating to other reserves of the Parent Company [60,722 thousand<br />

euro as of December 31, 2003];<br />

_ [9,280] thousand euro relating to the cumulative translation adjustment generated by<br />

translating the foreign-currency financial statements of companies consolidated on a<br />

line-by-line basis;<br />

_ 203,658 thousand euro representing the additional Shareholders’ equity of consolidated<br />

companies with respect to their carrying value, together with other consolidation<br />

adjustments.<br />

The first of the schedules which follow reconciles the Shareholders’ equity and net income of<br />

<strong>Benetton</strong> <strong>Group</strong> S.p.A. with the corresponding consolidated amounts; the second lists the<br />

Shareholders’ equity of consolidated subsidiaries attributable to minority Shareholders.


Reconciliation of the Shareholders’ equity and net income of <strong>Benetton</strong> <strong>Group</strong> S.p.A. with the<br />

corresponding consolidated amounts.<br />

12.31.<strong>2004</strong> 12.31.2003<br />

Shareholders’ Net income/ Shareholders’ Net income/<br />

[thousands of euro] equity [loss] equity [loss]<br />

Per <strong>Benetton</strong> <strong>Group</strong> S.p.A. financial statements 948,130 39,153 977,969 574,241<br />

Net income and Shareholders’ equity of consolidated<br />

subsidiaries attributable to the <strong>Group</strong>, net of their<br />

carrying value and the effect of business transfers 832,591 197,838 698,113 45,836<br />

Reversal of gains on transfer of businesses,<br />

net of deferred tax receivables on the transfers [551,988] [12,850] [539,138] [539,138]<br />

Reversal of equity investments in the Parent Company 2,071 14,460 - 113,342<br />

Reversal of dividends received from<br />

consolidated subsidiaries - [80,039] - [92,990]<br />

Reversal of merger differences and related<br />

amortization in <strong>Benetton</strong> <strong>Group</strong> S.p.A. [16,432] 1,529 [17,961] 2,245<br />

Deferred taxes on profits/reserves<br />

distributable by subsidiaries [7,957] [7,957] - -<br />

Allocation to fixed assets of the difference between<br />

the purchase price and Shareholders’ equity of new<br />

subsidiaries at the time they were acquired,<br />

and related depreciation 34,448 [8,094] 33,595 916<br />

Effect of reversing accelerated depreciation exceeding<br />

the useful lives of fixed assets and of intercompany gains<br />

on transfers of tangible fixed assets, net of the related<br />

tax effect [3,800] [17,032] 25,727 2,521<br />

Effect of applying finance lease accounting,<br />

taking account of the related tax effect 8,104 891 7,213 1,639<br />

Elimination of intercompany profits included<br />

in the inventory of consolidated subsidiaries,<br />

net of the related tax effect [13,953] [2,781] [11,172] 844<br />

Adjustment to reflect the equity value<br />

of associated companies [130] [213] 99 [279]<br />

Net effect of other consolidation entries [764] [1,831] [584] [1,303]<br />

Per the <strong>Group</strong> consolidated financial statements 1,230,320 123,074 1,173,861 107,874<br />

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[14] Minority interests<br />

At December 31, 2003 and <strong>2004</strong>, the following consolidated companies had proportions of<br />

Shareholders’ equity attributable to minority Shareholders:<br />

[in %] 12.31.<strong>2004</strong> 12.31.2003<br />

Italian subsidiaries:<br />

_ Olimpias group - 15<br />

Foreign subsidiaries:<br />

_ New Ben GmbH 49 49<br />

_ DCM <strong>Benetton</strong> India Ltd. - 50<br />

_ <strong>Benetton</strong> Korea Inc. 50 50<br />

Changes relative to the Olimpias group and DCM <strong>Benetton</strong> India Ltd. relate respectively to<br />

the acquisition of 15% of the share capital of Olimpias S.p.A. from minority Shareholders and<br />

the purchase of 50% of the share capital of DCM <strong>Benetton</strong> India Ltd. from third parties.<br />

[15] Reserves for risks and charges<br />

Taxation reserve, including deferred<br />

[thousands of euro] 01.01.<strong>2004</strong> Provisions Uses 12.31.<strong>2004</strong><br />

Taxation reserve 3,039 22 3,015 46<br />

The taxation reserve of 46 thousand euro [3,039 thousand euro at December 31, 2003], was<br />

used for charges deriving from the tax amnesty governed by Law no. 289 of December 27,<br />

2002 and subsequent amendments.<br />

Other reserves<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Reserve for contingencies 9,114 9,235<br />

Agents’ leaving indemnity reserve 14,298 12,745<br />

Reserve for other provisions 27,532 17,354<br />

Total 50,944 39,334<br />

The reserve for contingencies covers risks of various types, including, at year-end, those of<br />

which the amount or date when they may occur is uncertain, but where a liability could arise in<br />

future years; in the reference period, uses were made of the reserve totaling 6,990 thousand<br />

euro, of which 3,094 thousand euro to the statement of income, and it was built up again by<br />

7,092 thousand euro for disputes arising in the year.<br />

The agents’ leaving indemnity reserve prudently reflects indemnities associated with the<br />

interruption of agency contracts in circumstances allowed by Italian law. During the period,<br />

813 thousand euro was used from the reserve and it was credited with an additional 2,365<br />

thousand euro in provisions.<br />

The reserve for other provisions at the start of the year was almost totally used for closure<br />

of some directly managed stores in the United States and England. It was increased by 25,668<br />

thousand euro for expenses and liabilities expected for the closure of some stores related to<br />

restructuring of the sales network, especially in France and England.


[16] Reserve for employee termination indemnities<br />

Movements in the reserve during the year were as follows:<br />

[thousands of euro]<br />

Balance as of January 1, <strong>2004</strong> 49,774<br />

Provision for the year 8,555<br />

Indemnities paid during the year [6,723]<br />

Other movements [88]<br />

Balance as of December 31, <strong>2004</strong> 51,518<br />

Indemnities paid in the period related mainly to the Olimpias group, Benind S.p.A., <strong>Benetton</strong><br />

<strong>Group</strong> S.p.A and Bencom S.r.l.<br />

Accounts payable<br />

The composition of and more significant changes in this group of accounts during the year are<br />

discussed below.<br />

[17] Bonds<br />

In July 2002, <strong>Benetton</strong> <strong>Group</strong> S.p.A. issued a 300,000 thousand euro bond, repayable on July<br />

26, 2005, bearing floating-rate interest, which was 2.645% at year-end; the bonds are listed on<br />

the Luxembourg stock exchange.<br />

This loan provides for limitations on the granting of real guarantees for new loans; it does not<br />

provide for compliance with any financial ratios [“financial covenants”].<br />

[18] Due to banks<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Current account overdrafts 8,238 8,700<br />

Advances on receivables and other short-term loans 11,686 25,179<br />

Medium/long-term loans:<br />

_ due within 12 months 1,041 1,509<br />

_ due beyond 12 months 500,710 501,739<br />

Total medium/long-term loans 501,751 503,248<br />

Total 521,675 537,127<br />

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Medium/long-term loans from banks outstanding at year-end were as follows:<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Syndicated loan of 500 million euro maturing in 2007, granted by a<br />

pool of banks and made up of a revolving credit line for the first two<br />

years and a loan for the subsequent 5 years repayable on maturity.<br />

The annual interest rate at the balance-sheet date was 2.454% [1] 500,000 500,000<br />

Loan from Efibanca [Ente Finanziario Interbancario S.p.A.] at an<br />

annual rate of 2.81% repayable in half-yearly installments until 2005 355 710<br />

Loan from Istituto Mobiliare Italiano at an annual rate of 2.55%, repaid in <strong>2004</strong> - 516<br />

Loan granted by Medio Credito del Friuli, repayable in half-yearly<br />

installments until January 1, 2007, at an annual interest rate of 2.5%<br />

secured by mortgages on real estate 1,168 1,616<br />

Loan granted by CARI [Gorizia] on April 20, 2001 repayable in 2005<br />

at an annual rate of 4% 202 392<br />

Other foreign currency loans obtained by foreign consolidated companies,<br />

secured by mortgages on real estate 26 14<br />

Total medium/long-term loans 501,751 503,248<br />

less - Current portion [1,041] [1,509]<br />

Medium/long-term loans, net of current portion 500,710 501,739<br />

[1] This loan provides for compliance with two financial ratios, calculated every six months on the consolidated<br />

financial statements, namely:<br />

_ minimum ratio between EBITD [earnings before interest, tax and depreciation] and net financial charges<br />

of 2.5 times;<br />

_ maximum ratio between the net financial position and Shareholders’ equity of 1.<br />

There are also limits on large disposals of assets and on the granting of real guarantees for new loans.<br />

The non-current part of medium/long-term loans at December 31, <strong>2004</strong>, of 500,710 thousand<br />

euro, have repayment dates between 1 and 5 years.<br />

Part of medium/long-term loans, 1,194 thousand euro, is secured by mortgages on tangible<br />

fixed assets.


[19] Due to other lenders<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Other short-term loans 3,585 800<br />

Medium/long-term loans:<br />

_ due within 12 months 60 58<br />

_ due beyond 12 months 470 530<br />

Total medium/long-term loans 530 588<br />

Due to leasing companies:<br />

_ due within 12 months 6,007 4,977<br />

_ due beyond 12 months 17,748 21,834<br />

Total due to leasing companies 23,755 26,811<br />

Total 27,870 28,199<br />

Medium/long-term loans obtained from other lenders outstanding at the balance sheet date<br />

are as follows:<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Other euro loans 530 588<br />

less - Current portion [60] [58]<br />

Medium/long-term loans, net of current portion 470 530<br />

The non-current portion of these loans as of December 31, <strong>2004</strong> falls due as follows [thousands<br />

of euro]:<br />

Year 12.31.<strong>2004</strong><br />

2006 63<br />

2007 117<br />

2008 68<br />

2009 71<br />

2010 and beyond 151<br />

Total 470<br />

The non-current portion of amounts due to leasing companies as of December 31, <strong>2004</strong> falls<br />

due as follows [thousands of euro]:<br />

Year 12.31.<strong>2004</strong><br />

2006 6,267<br />

2007 5,291<br />

2008 3,855<br />

2009 1,889<br />

2010 and beyond 446<br />

Total 17,748<br />

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[20] Advance payments, trade payables and securities issued<br />

This item is analyzed by geographic area below:<br />

The Rest of<br />

[thousands of euro] Europe Asia Americas the world Total<br />

Accounts payable 248,924 20,626 4,938 9,597 284,085<br />

[21] Due to subsidiaries, associated companies and the parent company<br />

Payables to the parent company Edizione Holding S.p.A., of 18,715 thousand euro, include:<br />

_ trade payables due within twelve months of 51 thousand euro<br />

_ payables due beyond the next twelve months of 18,664 thousand euro, relating to current<br />

taxes calculated on the positive taxable results of some <strong>Group</strong> companies as provided by<br />

the Rules for relationships between companies participating in a national fiscal consolidation;<br />

these payables mature in 2006.<br />

Amounts payable to non-consolidated subsidiaries of 2,684 thousand euro are of a financial<br />

nature.<br />

[22] Due to tax authorities<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Income taxes payable:<br />

_ Italian companies 4,672 116,785<br />

_ foreign companies 9,441 9,729<br />

Total income taxes payable 14,113 126,514<br />

VAT payable 11,361 7,642<br />

Other amounts due to tax authorities 5,836 15,284<br />

Total 31,310 149,440<br />

Income taxes payable are stated net of deferred tax assets, all tax credits and withholding tax.<br />

Tax payables in 2003 included substitute tax associated with the corporate reorganization fully<br />

paid in <strong>2004</strong>.<br />

“Other amounts due to tax authorities” largely relates to payables for withholding tax. In 2003,<br />

the balance consisted mainly of payables relating to the tax amnesty.<br />

Due to social security and welfare institutions<br />

This balance totals 9,210 thousand euro [8,931 thousand euro as of December 31, 2003] and<br />

reflects both the <strong>Group</strong> company and employee contributions payable to these institutions at<br />

year-end.


[23] Other payables<br />

Other payables of 69,807 thousand euro include payables to employees for amounts due but<br />

not paid of 18,065 thousand euro [15,561 thousand euro as of December 31, 2003], other<br />

non-trade payables of 16,355 thousand euro [13,186 thousand euro as of December 31, 2003],<br />

other payables for the purchase of fixed assets of 33,986 thousand euro [12,183 thousand<br />

euro as of December 31, 2003], including 19,191 thousand euro due beyond twelve months<br />

and differentials on forward transactions of 1,401 thousand euro [102 thousand euro as of<br />

December 31, 2003].<br />

“Other payables” include 745 thousand euro due beyond 12 months.<br />

[24] Accrued expenses and deferred income<br />

Miscellaneous expenses include accrued expenses for rent and leasing installments payable<br />

of 3,798 thousand euro, compared with 3,686 thousand in the previous year.<br />

Miscellaneous income includes deferred income relating to rental income of 986 thousand<br />

euro, compared with 1,703 thousand euro in 2003.<br />

[thousands of euro] 12.31.<strong>2004</strong> 12.31.2003<br />

Accrued expenses:<br />

_ financial expenses 9,396 10,801<br />

_ miscellaneous expenses 5,756 4,983<br />

Total accrued expenses 15,152 15,784<br />

Deferred income:<br />

_ financial income 885 149<br />

_ miscellaneous income 2,441 3,147<br />

Total deferred income 3,326 3,296<br />

Total 18,478 19,080<br />

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[25] Memorandum accounts<br />

These mainly consist of currency to be sold or purchased forward. This is the countervalue in<br />

euro at the forward exchange rate of commitments deriving from contracts signed for various<br />

hedging transactions. The amount results in particular from the hedging of receivables, firm<br />

orders and future sales, these latter subject to subsequent partial renegotiation by carrying<br />

out reverse transactions. Other transactions were undertaken to hedge the exchange risk on<br />

capital employed in some <strong>Group</strong> companies.<br />

As of December 31, <strong>2004</strong>, there were outstanding Interest Rate Swaps for a figurative value<br />

of 240,000 thousand euro and 1 billion yen.<br />

The fiduciary guarantees relate to guarantees given for the payment of rent and lease<br />

installments in favor of third parties and relative to properties in Italy, Germany and England.<br />

Purchase commitments relate to the purchase of a retail business.


Comments on principal items in the statement of income<br />

Value of production<br />

[26] Revenues from sales and services<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Sales of core products 1,607,183 1,773,260<br />

Miscellaneous sales 45,767 50,725<br />

Royalty income 14,419 12,862<br />

Miscellaneous revenues 18,982 22,136<br />

Total 1,686,351 1,858,983<br />

Sales of core products are net of unconditional discounts.<br />

Miscellaneous sales mainly relate to sports equipment produced for third parties by a <strong>Group</strong><br />

company.<br />

Miscellaneous revenues mainly include the provision of services such as processing, cost<br />

recoveries and miscellaneous services.<br />

Revenues by geographic area and business sector<br />

The Rest of<br />

[thousands of euro] Europe % Americas % Asia % the world % Total<br />

Casual 1,276,341 88.9 71,236 98.8 154,388 88.9 1,971 36.4 1,503,936<br />

Sportswear and equipment 65,964 4.6 343 0.5 8,712 5.0 - - 75,019<br />

Manufacturing and other 92,808 6.5 552 0.7 10,596 6.1 3,440 63.6 107,396<br />

Total revenues <strong>2004</strong> 1,435,113 100.0 72,131 100.0 173,696 100.0 5,411 100.0 1,686,351<br />

Total revenues 2003 1,545,459 - 113,266 - 190,408 - 9,850 - 1,858,983<br />

<strong>Group</strong> revenues reduced by 9.3% relating to various geographic areas. Please refer to the<br />

comments in the Directors’ report.<br />

Net sales of core products, by product category<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Casualwear, accessories and casual footwear 1,461,803 1,533,651<br />

Sportswear 42,876 39,749<br />

In-line skates and skateboards 537 58,323<br />

Racquets - 20,664<br />

Ski boots 4,632 4,967<br />

Sports footwear - 4,480<br />

Skis and snowboards 1,555 1,429<br />

Fabrics and yarns 95,780 109,997<br />

Total 1,607,183 1,773,260<br />

For the trend of sales by product category, please refer to the breakdown provided in the<br />

Directors’ report.<br />

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Net sales of core products, by brand<br />

[thousands of euro] <strong>2004</strong> 2003<br />

United Colors of <strong>Benetton</strong> 1,158,037 1,196,890<br />

Sisley 303,766 336,761<br />

Playlife 31,526 25,568<br />

Killer Loop 11,348 13,776<br />

Prince - 26,078<br />

Nordica - 6,287<br />

Rollerblade - 57,903<br />

Other 102,506 109,997<br />

Total 1,607,183 1,773,260<br />

The United Colors of <strong>Benetton</strong> brand also includes sales of the UCB Bambino brand of<br />

397,329 thousand euro and the The Hip Site brand of 3,092 thousand euro.<br />

[27] Change in inventories<br />

The change of this item is principally due to the increase in closing inventories of finished<br />

products.<br />

[28] Other revenues and income<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Reimbursements and compensation payments 4,837 4,251<br />

Rental income 34,456 42,734<br />

Gains on disposals of fixed assets 2,355 2,753<br />

Other operating income 9,697 6,130<br />

Total 51,345 55,868<br />

“Rental income” refers mainly to income from premises to be used for the sale of <strong>Benetton</strong>label<br />

products. The reduction compared with the previous year is the result of terminations<br />

and renegotiations of rental contracts during the year.<br />

Other operating income includes use of the reserve for legal risks by 2,749 thousand euro<br />

following the favorable settlement of a dispute as well as of the reserve for doubtful debts<br />

by 2,278 thousand euro, set up in previous years relative to a receivable claimed by the Efim<br />

group in compulsory liquidation, based on the special laws on the subject, for the amount<br />

liquidated.


Production costs<br />

[29] Raw materials, other materials, consumables and goods for resale<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Raw materials, semi-manufactured and finished goods 436,494 468,313<br />

Other materials 1,829 4,485<br />

Purchases for advertising and promotion 881 1,036<br />

Other purchases 13,078 13,285<br />

[Discounts and rebates] [114] [71]<br />

Total 452,168 487,048<br />

[30] External services<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Subcontract work 361,917 373,685<br />

Distribution and transport 29,829 31,485<br />

Sales commission 73,564 82,523<br />

Advertising and promotion 51,934 62,701<br />

Other services 96,897 99,918<br />

Emoluments to Directors and Statutory Auditors 6,438 7,455<br />

Total 620,579 657,767<br />

The reduction in sales commissions and advertising and promotion costs is mainly attributable<br />

to the elimination of costs relating to the business sold.<br />

Other services include energy costs of 24,243 thousand euro, maintenance costs of 12,342<br />

thousand euro, consultancy and other fees of 47,117 thousand euro, insurance premiums of<br />

4,277 thousand euro and personnel travel expenses of 8,918 thousand euro.<br />

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Gross remuneration of any kind paid by the <strong>Benetton</strong> <strong>Group</strong> to Directors and members of the<br />

Board of Statutory Auditors is shown below.<br />

Name and surname Position covered Duration of office [1] Gross remuneration [•]<br />

Luciano <strong>Benetton</strong> Chairman Year <strong>2004</strong> 1,600<br />

Carlo <strong>Benetton</strong> Deputy Chairman Year <strong>2004</strong> 1,000<br />

Silvano Cassano Managing Director Year <strong>2004</strong> 1,219 [2]<br />

Gilberto <strong>Benetton</strong> Director Year <strong>2004</strong> 200<br />

Giuliana <strong>Benetton</strong> Director Year <strong>2004</strong> 1,000<br />

Alessandro <strong>Benetton</strong> Director Year <strong>2004</strong> 35<br />

Reginald Bartholomew Director Year <strong>2004</strong> 87<br />

Luigi Arturo Bianchi Director Year <strong>2004</strong> 87<br />

Sergio De Simoi Director Year <strong>2004</strong> 42<br />

Gianni Mion Director Year <strong>2004</strong> 42<br />

Ulrich Weiss Director Year <strong>2004</strong> 94<br />

Angelo Casò Chairman of the Board of<br />

Statutory Auditors Year <strong>2004</strong> 62<br />

Dino Sesani Auditor Year <strong>2004</strong> 42<br />

Filippo Duodo Auditor Year <strong>2004</strong> 166<br />

[1] Up to the approval of these financial statements.<br />

[2] Including remuneration for employment.<br />

[•] Thousands of euro.<br />

During the year, the Managing Director Silvano Cassano was assigned 1,731,966 options which<br />

grant the right to subscribe to the same number of <strong>Benetton</strong> <strong>Group</strong> S.p.A. shares at the price<br />

of 8.984 euro per share. 50% of the options assigned may be exercised, subject to certain<br />

conditions being satisfied, two years after the date of assignment. The remaining 50% may be<br />

exercised, subject to certain conditions being satisfied, four years after the date of assignment.<br />

The expiry of the period for exercise of the options is fixed at five years from the date on<br />

which they became exercisable. More details about the stock option plan are provided in the<br />

Directors’ report.<br />

[31] Leases and rentals<br />

“Leases and rentals”, of 89,728 thousand euro, relate mainly to rental costs of 79,232 thousand<br />

euro.<br />

[32] Payroll and related costs<br />

These costs are already analyzed in the statement of income. The number of employees is<br />

analyzed below, by category:<br />

Average<br />

[thousands of euro] <strong>2004</strong> 2003 of the year<br />

Managers 100 109 105<br />

White collars 3,674 3,315 3,494<br />

Workers 2,542 2,654 2,598<br />

Part-time 1,108 871 990<br />

Total 7,424 6,949 7,187


[33] Amortization, depreciation and write-downs<br />

Amortization of intangible fixed assets<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Amortization of start-up and expansion expenses 3,495 3,507<br />

Amortization of industrial patents and intellectual property rights 515 766<br />

Amortization of concessions, licenses, trademarks and similar rights 3,968 5,043<br />

Amortization of goodwill 10,979 9,972<br />

Amortization of consolidation differences 1,111 1,911<br />

Amortization relative to the purchase and development of software 6,059 5,337<br />

Amortization of leasehold improvements 9,347 11,495<br />

Amortization of other charges 5,420 4,885<br />

Total 40,894 42,916<br />

The change in amortization is principally due to lower amortization on “Leasehold<br />

improvements” and “Concessions, licenses, trademarks and similar rights”.<br />

Depreciation of tangible fixed assets<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Depreciation of real estate 17,173 17,828<br />

Depreciation of plant and machinery 19,765 22,426<br />

Depreciation of equipment 593 876<br />

Depreciation of other assets 20,518 19,171<br />

Depreciation of assets acquired under finance leases 622 440<br />

Total 58,671 60,741<br />

The changes in depreciation are principally due to disposals of plant and machinery during<br />

the year.<br />

Other write-downs of fixed assets. This balance, of 13,332 thousand euro, includes mainly the<br />

adjustment to current market value of certain intangible fixed assets.<br />

Write-downs of current receivables and of liquid funds. This item, amounting to 39,241 thousand<br />

euro, relates to the prudent provision to the reserve for doubtful accounts. For further<br />

comments, you are referred to the note on receivables in current assets.<br />

[34] Provisions for risks and other provisions<br />

This item, totaling 6,897 thousand euro, includes 4,510 thousand euro of provisions for future<br />

risks and 2,365 thousand euro of provisions to the agents’ leaving indemnity reserve.<br />

“Other provisions” amount to 25,668 thousand euro. For further details, please refer to the<br />

comment under “Reserves for risks and charges” in the liabilities section of the notes to the<br />

consolidated financial statements on the balance sheet.<br />

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[35] Other operating costs<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Indirect taxation 7,980 6,786<br />

Losses on disposal of fixed assets 2,997 3,634<br />

Losses on receivables 560 4,425<br />

Other general expenses 10,741 13,864<br />

Total 22,278 28,709<br />

“Losses on disposal of fixed assets” refer mainly to sale of plant and equipment relative to a<br />

production company.<br />

Other general expenses include charges of 2,806 thousand euro incurred for returns and<br />

discounts on sales made in the previous year.<br />

Financial income and expenses<br />

Income from equity investments<br />

This item amounts to 375 thousand euro [4,042 thousand euro in 2003 which included 3,647<br />

thousand euro of tax credits on dividends by consolidated subsidiary companies, for the part<br />

not compensated in taxes for the year].<br />

[36] Other financial income<br />

[thousands of euro] <strong>2004</strong> 2003<br />

From receivables held as financial fixed assets<br />

from other companies 852 1,945<br />

From securities included among current assets<br />

not representing equity investments 1,099 795<br />

Financial income other than the above:<br />

_ interest income from subsidiary companies - 81<br />

_ interest income from trade and other receivables 543 405<br />

_ interest income from banks 3,875 2,291<br />

_ miscellaneous financial income and income from derivatives 15,723 23,406<br />

Total financial income other than the above 20,141 26,183<br />

Total 22,092 28,923<br />

“Miscellaneous financial income and income from derivatives” includes:<br />

_ positive differentials on Interest Rate Swaps of 6,481 thousand euro<br />

[12,212 thousand euro in 2003];<br />

_ income from Currency Swaps and forward exchange contracts of 7,297 thousand euro<br />

[10,547 thousand euro in 2003].


[37] Interest and other financial expenses<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Interest expenses on bonds 8,076 9,240<br />

Interest expenses on bank current accounts 379 352<br />

Interest expenses on advances against receivables 465 645<br />

Interest expenses on short-term loans 531 369<br />

Interest on medium/long-term bank loans 11,816 14,965<br />

Interest expenses on loans from other lenders 814 939<br />

Miscellaneous financial expenses and expenses on derivatives 26,550 38,257<br />

Total 48,631 64,767<br />

Miscellaneous financial expenses and expenses on derivatives mainly include:<br />

_ negative differentials on Interest Rate Swaps of 14,497 thousand euro<br />

[23,279 thousand euro in 2003];<br />

_ income from Currency Swaps and forward exchange contracts of 7,099 thousand euro<br />

[2,326 thousand euro in 2003];<br />

_ discounts allowed for early settlement of trade receivables of 3,106 thousand euro<br />

[4,618 thousand euro in 2003];<br />

_ bank charges and commissions of 1,162 thousand euro<br />

[1,454 thousand euro in 2003].<br />

[38] Gains/[losses] on exchange rate differences<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Gains on exchange rate differences 93,536 141,354<br />

Losses on exchange rate differences [93,422] [131,702]<br />

Total 114 9,652<br />

Concerning gains and losses on exchange, the changes introduced by the reform of company<br />

law [D. Lgs. no. 6 of January 17, 2003 and subsequent amendments and additions] have been<br />

adopted, showing on a single line in the statement of income, the net positive amount of gains<br />

and losses on exchange, which, in the year to December 31, <strong>2004</strong>, amounted to 114 thousand<br />

euro. The corresponding value of gains on exchange in 2003, of 9,652 thousand euro, was<br />

included in other financial income of 141,354 thousand euro and in interest and other financial<br />

expenses for the amount of losses on exchange of 131,702 thousand euro.<br />

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Extraordinary income and expenses<br />

[39] Extraordinary income<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Gains on disposal of fixed assets 24,157 2,870<br />

Other income:<br />

_ out-of-period income 8,784 4,086<br />

_ other extraordinary income 6,358 6,283<br />

Total other income 15,142 10,369<br />

Total 39,299 13,239<br />

Gains on disposal of fixed assets in <strong>2004</strong> were made by the Spanish companies in the real<br />

estate business, in particular, the gain results from sale of a property in Barcelona and the gain<br />

from the sale of a production factory.<br />

The out-of-period income includes the reversal of prior year taxes of 2,052 thousand euro,<br />

collection of a receivable considered uncollectible of 2,373 thousand euro, and the elimination<br />

of payables and other income relating to previous years.<br />

Other extraordinary income includes use of the reserves for risks and charges by 3,864<br />

thousand euro in the statement of income.<br />

[40] Extraordinary expenses<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Losses on disposal of fixed assets 4,095 1,902<br />

Taxes relating to prior years 642 10,916<br />

Other expenses:<br />

_ donations 2,307 2,890<br />

_ out-of-period expenses 2,524 2,517<br />

_ other extraordinary expenses 18,245 11,377<br />

Total other expenses 23,076 16,784<br />

Total 27,813 29,602<br />

Other extraordinary expenses mainly include expenses associated with restructuring the sales<br />

network and other expenses of a miscellaneous nature, such as lease early vacation incentives<br />

and repayments and indemnities to third parties.<br />

In 2003, “Taxes relating to prior years” included expenses relative to accepting the tax amnesty,<br />

governed by Law no. 289 of December 27, 2002 and subsequent amendments.


[41] Taxes on income for the year, deferred income and expenses<br />

[thousands of euro] <strong>2004</strong> 2003<br />

Current taxes 22,636 192,415<br />

Deferred income:<br />

_ reversal of intercompany profits 1,792 888<br />

_ write-down of equity investments 8,036 [11,977]<br />

_ provisions to write-down and risk reserves [6,311] 518<br />

_ taxes on a different depreciation/amortization<br />

basis of tangible and intangible fixed assets 12,850 [128,500]<br />

_ losses 142 [738]<br />

_ accumulated tax losses 52 5,789<br />

_ others [3,512] [859]<br />

Total deferred income 13,049 [134,879]<br />

Deferred expenses:<br />

_ reversal of excess depreciation and accounting for leases using the financing method 69 [3,020]<br />

_ gains [1,866] 2,023<br />

_ profits/reserves distributable by subsidiaries 7,957 -<br />

_ others [91] [140]<br />

Total deferred expenses 6,069 [1,137]<br />

Net deferred tax [income]/expenses 19,118 [136,016]<br />

Total 41,754 56,399<br />

Taxes on 2003 income included 123,650 thousand euro of substitute tax on the Parent<br />

Company’s gain resulting from the business transfer operation; 128,500 thousand euro of<br />

deferred tax assets related to the operation just mentioned.<br />

Reconciliation of the tax charge is as follows:<br />

[in %] <strong>2004</strong> 2003<br />

Italian statutory tax rate 37.25 38.25<br />

Effect of different taxation of subsidiaries making a profit [15.00] [7.01]<br />

Effect of different taxation of subsidiaries making a loss 8.84 21.93<br />

Deferred taxes on profits/reserves distributable by subsidiaries 4.84 -<br />

Net effect deriving from the transfer of businesses [7.63] [5.37]<br />

Amortization/reversal of excess cost<br />

deriving from investments acquired 1.45 [0.10]<br />

Tax benefit deriving from the write-down of equity investments<br />

made in previous years [4,90] [17.45]<br />

Effect on deferred taxes of the change in rate - 1.03<br />

Higher incidence of IRAP 1.41 2.68<br />

Other, net [0.85] 0.16<br />

Effective tax rate in the financial statements 25.41 34.12<br />

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AU D ITO R S' R E P O RT I N AC C O R DA N C E<br />

100<br />

Auditors’ report in accordance with article 156 of Law Decree<br />

no. 58 dated 24 February 1998<br />

To the Shareholders of <strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />

1. We have audited the consolidated financial statements of <strong>Benetton</strong> <strong>Group</strong> S.p.A. as of<br />

31 December <strong>2004</strong>. These consolidated financial statements are the responsibility of<br />

<strong>Benetton</strong> <strong>Group</strong> S.p.A.’s directors. Our responsibility is to express an opinion on these<br />

financial statements based on our audit.<br />

2. We conducted our audit in accordance with the auditing standards and criteria<br />

recommended by CONSOB. Those standards and criteria require that we plan and<br />

perform the audit to obtain the necessary assurance about whether the consolidated<br />

financial statements are free of material misstatement and, taken as a whole, are presented<br />

fairly. An audit includes examining, on a test basis, evidence supporting the amounts and<br />

disclosures in the financial statements. An audit also includes assessing the accounting<br />

principles used and significant estimates made by the directors. We believe that our audit<br />

provides a reasonable basis for our opinion.<br />

For the opinion on the consolidated financial statements of the prior year, which are<br />

presented for comparative purposes as required by law, reference is made to the report<br />

issued by other auditors dated 31 March <strong>2004</strong>.<br />

3. In our opinion, the consolidated financial statements of <strong>Benetton</strong> <strong>Group</strong> S.p.A. as of<br />

31 December <strong>2004</strong> comply with the laws governing the criteria for their preparation;<br />

accordingly, they give a true and fair view of the financial position and of the results of<br />

operations of the <strong>Group</strong>.<br />

Treviso, 8 April 2005<br />

PricewaterhouseCoopers S.p.A.<br />

Signed by Roberto Adami [Partner]<br />

This report has been translated into the English language solely for the convenience<br />

of international readers.


Glossary


Style and Operations<br />

Base collection<br />

The base collection is the<br />

fundamental part within each<br />

collection [Spring Summer Autumn<br />

Winter], the first one to be<br />

designed and presented to clients.<br />

The base collection includes both<br />

basic and <strong>Benetton</strong> classic items<br />

and fashion items which identify<br />

the brand.<br />

Commercial network<br />

<strong>Benetton</strong> <strong>Group</strong> commercial<br />

network includes stores mainly<br />

managed by independent partners<br />

for the distribution of <strong>Benetton</strong><br />

products in 120 countries.<br />

The relationship with the partners<br />

consists in the sale of goods and<br />

the authorization to use the brand<br />

name, free of charge, as signage in<br />

the stores.<br />

Delocalization of production<br />

The production delocalization is<br />

the process with which a company<br />

transfers its production activities<br />

or part of them from its country<br />

of origin to different economic<br />

contexts.<br />

Years ago <strong>Benetton</strong> <strong>Group</strong> started<br />

a process of delocalization of its<br />

production from Italy to its own<br />

production platforms, mainly in<br />

Europe.<br />

DOS<br />

Acronym for Directly Operated<br />

Stores, indicates stores that are<br />

directly managed by the <strong>Benetton</strong><br />

<strong>Group</strong> rather than wholesale [sale<br />

to independent partners who<br />

manage <strong>Benetton</strong> stores].<br />

Flash collection<br />

The flash collection is a smaller<br />

collection than the base collection<br />

and with the main aim of<br />

completing the base collection<br />

with specific fashion themes and<br />

presented after the base collection.<br />

Integrations<br />

Additions of product items not<br />

included in the collection.<br />

Lead Time<br />

Time period from the collection<br />

of the orders to the products<br />

shipment.<br />

Reassortments<br />

Reassortments include<br />

replenishments of products<br />

included in the collection, mainly<br />

in terms of colors and sizes.<br />

Time to Market<br />

Time period from the idea and<br />

design of the products to the arrival<br />

on the market [delivery to stores].<br />

Administration and Finance<br />

Dividend yield<br />

Ratio between the last dividend<br />

per share paid and the share price.<br />

This ratio is used as immediate<br />

expression of the stock return.<br />

For <strong>Benetton</strong> <strong>Group</strong> dividend yield,<br />

see Financial Highlights, where the<br />

ratio is calculated as dividend paid<br />

[accounted in the previous year]<br />

and price at period end.<br />

EBIT<br />

The operating profitability is<br />

represented by the item EBIT, in the<br />

Profit and loss accounts reclassified<br />

to cost of sales. EBIT is calculated<br />

as Gross operating income net<br />

of Selling, general, administrative<br />

expenses and others.<br />

EBITDA<br />

Acronym of Earnings Before<br />

Interests, Taxes, Depreciation and<br />

Amortization.<br />

EBITDA is used as measure of the<br />

operating profitability before non<br />

cash items and is calculated as EBIT,<br />

amortization, depreciation and non<br />

cash write offs.<br />

EPS<br />

Acronym of Earning Per Share. The<br />

EPS indicates the ratio between<br />

Net income/[loss] for the year<br />

and number of shares outstanding.<br />

The number of shares in <strong>Benetton</strong><br />

<strong>Group</strong> share capital is 181,558,811,<br />

with par value of 1.30 euro each.<br />

EV<br />

Acronym of Enterprise Value, value<br />

of the company: EV represents the<br />

sum between market capitalization<br />

and Net Financial Position.<br />

EVA<br />

Acronym of Economic Value<br />

Added. The EVA is a measure of<br />

the performance of the company<br />

and is calculated as average NOPAT<br />

multiplied by the difference<br />

between the return on capital<br />

employed [ROIC] and the average<br />

cost of capital. [WACC].<br />

<strong>Benetton</strong> <strong>Group</strong> uses EVA as<br />

an absolute measure of the<br />

<strong>Group</strong> performance, also for the<br />

assignment of stock option to the<br />

top management.<br />

For <strong>Benetton</strong> <strong>Group</strong> Stock option<br />

plan, see Corporate Governance.<br />

Form 20 - F<br />

According with US law, foreign<br />

companies listed in the US file<br />

with SEC [Securities and Exchange<br />

Commission] the annual report<br />

as “Form 20 – F”, which includes<br />

fiscal year result and Shareholders’<br />

equity reconciled with US GAAP<br />

[acronym of Generally Accepted<br />

Accounting Principles]. <strong>Benetton</strong><br />

<strong>Group</strong> has been listed at NYSE<br />

since 1989 and file its annual report<br />

yearly as Form 20 - F.<br />

Free cash flow<br />

Item of the statement of cash flow<br />

which represents the sum of Net<br />

cash flow from operating activities<br />

and Capital expenditures.<br />

Gross operating income<br />

This item, in the profit and loss<br />

account reclassified to cost of sales,<br />

is equal to: Revenues net of Cost of<br />

goods sold.<br />

IAS / IFRS<br />

Acronyms for International<br />

Accounting Standards and<br />

International Financial <strong>Report</strong>ing<br />

Standards, respectively. From 2005<br />

half-year report <strong>Benetton</strong> <strong>Group</strong><br />

will adopt the IAS as accounting<br />

standards to report consolidated<br />

financial statements.<br />

Invested capital<br />

Item of the balance sheet which<br />

represents all the resources invested<br />

in a company and includes: Working<br />

capital, Tangible and intangible fixed<br />

assets, Financial fixed assets and<br />

Other activities/[liabilities].<br />

G LOSSA RY<br />

103


G LOSSA RY<br />

104<br />

Net Financial Position<br />

Balance sheet item which<br />

represents the <strong>Group</strong> net financial<br />

position. It includes:<br />

_ liabilities: Bank loans, Bonds,<br />

Short-term loans, Medium and<br />

long-term loans [current portion<br />

and long-term portion] and lease<br />

financing [current portion and longterm<br />

portion];<br />

_ assets: cash and banks,<br />

marketable securities, differentials<br />

on forward transactions, financial<br />

receivable [current and noncurrent].<br />

NOPAT<br />

Acronym of Net Operating<br />

Profit After Taxes. The NOPAT<br />

is calculated as EBIT net of taxes<br />

calculated on EBIT. NOPAT is used<br />

to calculate EVA.<br />

Pay Out<br />

Ratio between dividends and<br />

Net income/[loss]for the year<br />

which represents the percentage<br />

of net income distributed to the<br />

shareholders as dividend.<br />

Net revenues<br />

This item, in the Profit and loss<br />

accounts reclassified to cost of<br />

sales, includes: Sales of core<br />

products, Miscellaneous sales,<br />

Royalty income and Miscellaneous<br />

revenues.<br />

ROE<br />

Acronym of Return on Equity,<br />

which represents the ratio between<br />

Net income/[loss]for the year<br />

and average Shareholders’ equity.<br />

The ROE measures the return<br />

on Shareholders’ equity after<br />

remunerating the other sources of<br />

capital and indicates the return for<br />

the Shareholders.<br />

ROIC<br />

Acronym of Return On Invested<br />

Capital, which represents the ratio<br />

between Ebit and average Invested<br />

capital. The ROIC measures the<br />

return on the capital invested to<br />

service both shareholders and<br />

creditors.<br />

General & structure expenses<br />

This item, in the profit and loss<br />

account reclassified to cost of<br />

sales, includes: Payroll and related<br />

cost, Advertising and promotion,<br />

Depreciation and amortization,<br />

Other operating expenses and<br />

income, and provisions.<br />

WACC<br />

Acronym of Weighted Average<br />

Cost of Capital, WACC represents<br />

the average cost of the different<br />

sources of capital of the company,<br />

both as debt and equity. WACC is<br />

commonly used as discount rate<br />

for the operating cash flow of a<br />

company and to calculate EVA.<br />

Working capital<br />

Item of the balance sheet which<br />

represents the amount of capital<br />

invested in the operating activities<br />

of the company and includes: Net<br />

trade receivables, Inventories and<br />

Other credits/[debts] net of Trade<br />

payables.<br />

Market<br />

ADR<br />

Acronym of American Depositary<br />

Receipt. The ADR is negotiable<br />

certificate that represents<br />

ownership of shares in a non-US<br />

company. In 1989 <strong>Benetton</strong> <strong>Group</strong><br />

was listed on the New York Stock<br />

Exchange, NYSE, through a Level<br />

III Program. Each <strong>Benetton</strong> ADR<br />

represents two <strong>Benetton</strong> ordinary<br />

shares.<br />

ADR –Level III Program<br />

In 1989 <strong>Benetton</strong> <strong>Group</strong> was<br />

listed on the New York Stock<br />

Exchange, NYSE, through an ADR<br />

issue structured as a Level III<br />

Program: the ADR were distributed<br />

through a public offering [with<br />

capital issue] with a ratio of 1 ADR<br />

corresponding to 2 ordinary shares,<br />

were registered under the 1933<br />

Securities Act and under the 1934<br />

Exchange Act and were listed on<br />

the NYSE. In addition, <strong>Benetton</strong><br />

<strong>Group</strong> provides a full reconciliation<br />

of its annual report to US GAAP,<br />

filing a Form 20 – F and meets the<br />

NYSE listing requirements.<br />

CUSPID<br />

Acronym of Committee<br />

on Uniform Securities and<br />

Identification Procedures,<br />

standards body which creates and<br />

maintains a classification system for<br />

securities. The Cuspid is a ninecharacter<br />

number that uniquely<br />

identifies a particular security in the<br />

US. <strong>Benetton</strong> <strong>Group</strong> ADR CUSPID<br />

is 081795403.<br />

Free float<br />

Free float identifies the percentage<br />

of outstanding shares of a listed<br />

company which are available for<br />

negotiation, and are not under the<br />

control of a strategic reference<br />

shareholder.<br />

<strong>Benetton</strong> <strong>Group</strong> free float includes<br />

59,653,172 shares, equal to<br />

32.856% of outstanding shares.<br />

The remaining 67.144% is hold by<br />

Edizione Holding S.p.A., holding<br />

company, wholly owned by the<br />

<strong>Benetton</strong> family.<br />

ISIN<br />

Acronym of International Securities<br />

Identification Number, a unique<br />

international code which identifies<br />

a securities issue. Each country has<br />

a national numbering agency which<br />

assigns ISIN numbers for securities<br />

in that country. <strong>Benetton</strong> ordinary<br />

shares ISIN is IT0003106777.<br />

Sedol<br />

Acronym of Stock Exchange Daily<br />

Official List number, a code used<br />

by the London Stock Exchange to<br />

identify foreign stocks [London<br />

Stock Exchange]. <strong>Benetton</strong> <strong>Group</strong><br />

ordinary shares Sedol is 7128563,<br />

while for <strong>Benetton</strong> <strong>Group</strong> ADR is<br />

2091671.<br />

Corporate Governance<br />

Board of Directors<br />

Main governing body for the<br />

administration of a company.<br />

The functionality of the Board<br />

of Directors is disciplined by the<br />

Statutory <strong>Report</strong> of the company<br />

itself.<br />

The Board of Directors of <strong>Benetton</strong><br />

is invested with the widest possible<br />

powers for the ordinary and<br />

extraordinary administration of the<br />

Company. The Board of Directors<br />

can delegate its powers to one or


more of the Directors who will<br />

exercise them, jointly or severally,<br />

in conformity with decisions taken<br />

by the Board of Directors. The<br />

Board of Directors may also entrust<br />

part of its authority to an Executive<br />

Committee made up of certain<br />

Board members.<br />

For information on <strong>Benetton</strong><br />

Board of Directors members, see<br />

Corporate Governance.<br />

Code of Ethics<br />

Official document of the Company<br />

and its subsidiaries, directly<br />

or indirectly controlled. The<br />

Code contains a set of principles<br />

according to which the Company<br />

conducts its activity and that of the<br />

parties who operate on its behalf.<br />

For <strong>Benetton</strong> Code of Ethics, see<br />

Corporate Governance.<br />

Corporate Governance<br />

Set of rules and relations referring<br />

to the company administration,<br />

ownership structure and<br />

management efficiency to reach the<br />

company targets.<br />

For information on <strong>Benetton</strong><br />

Corporate Governance, see<br />

Corporate Governance.<br />

Executive Committee<br />

Governing body for the<br />

administration of a company.<br />

<strong>Benetton</strong> Executive Committee<br />

was set up in 2003 to ease and<br />

quicken the decisional processes of<br />

the <strong>Group</strong>. One of the Executive<br />

Committee’s tasks is to define,<br />

upon proposal by the Managing<br />

Director, company and group<br />

industrial and financial plans,<br />

strategies, the annual budget and<br />

interim adjustments for subsequent<br />

submittal to the Board of Directors.<br />

The Executive Committee<br />

also examines and approves<br />

particularly important investment<br />

and disinvestment plans, lines of<br />

credit facilities, the furnishing of<br />

guarantees and analyses the chief<br />

problems connected with company<br />

performance, so that the Board of<br />

Directors can accomplish its legal<br />

duties more efficiently.<br />

For information on <strong>Benetton</strong><br />

Executive Committee members,<br />

see Corporate Governance.<br />

Statutory Auditors<br />

Internal body of a company, which<br />

is responsible for the control of the<br />

company management activities.<br />

The Statutory Auditors monitor the<br />

compliance of the other governing<br />

bodies, in particular the Board of<br />

Directors, with the law and the<br />

statutory report. <strong>Benetton</strong> Board<br />

of Statutory Auditors consists of<br />

three standing members and two<br />

alternate members, who can be<br />

re-appointed. The members remain<br />

in office for three financial years to<br />

the date of the General Meeting for<br />

the approval of the latest financial<br />

year results.<br />

For information on <strong>Benetton</strong><br />

Statutory Auditors members, see<br />

Corporate Governance.<br />

Stock option<br />

Right for the option beneficiary<br />

to subscribe a certain number<br />

of shares per option, at a<br />

predetermined price [exercise<br />

price] at or by a certain date<br />

[Vesting period].<br />

In September <strong>2004</strong>, <strong>Benetton</strong><br />

Board of Directors, in application<br />

of the powers authorized by the<br />

Extraordinary Shareholders’<br />

Meeting, approved a capital<br />

increase to service a Stock option<br />

plan for <strong>Benetton</strong> top management,<br />

subject to achievement of<br />

the objectives for creation of<br />

accumulated value envisaged in the<br />

<strong>2004</strong>-2007 Guidelines.<br />

For information on <strong>Benetton</strong><br />

<strong>Group</strong> Stock Option Plan, see<br />

Corporate Governance.<br />

Stock Option Plan<br />

Document which rules the award of<br />

stock options for the subscription<br />

of shares at a predetermined price<br />

[exercise price] at or by a certain<br />

date [Vesting period].<br />

In September <strong>2004</strong>, <strong>Benetton</strong><br />

Board of Directors, in application<br />

of the powers authorized by the<br />

Extraordinary Shareholders’<br />

Meeting, approved a capital<br />

increase to service a Stock option<br />

plan for <strong>Benetton</strong> top management,<br />

subject to achievement of<br />

the objectives for creation of<br />

accumulated value envisaged in the<br />

<strong>2004</strong>-2007 Guidelines.<br />

For information on <strong>Benetton</strong><br />

<strong>Group</strong> Stock Option Plan, see<br />

Corporate Governance.<br />

Vesting Period<br />

Time period before stock options<br />

become exercisable and the<br />

underlying stocks can be acquired<br />

by the beneficiary according to a<br />

certain stock option plan.<br />

According to <strong>Benetton</strong> Stock<br />

Option Plan approved in<br />

September <strong>2004</strong> the vesting period<br />

for the top management options<br />

on <strong>Benetton</strong> stocks is equal to 2<br />

years after award date for 50% of<br />

the assigned options and 4 years<br />

for the remaining 50%, subject<br />

to achievement of objectives for<br />

creation of accumulated value.<br />

For information on <strong>Benetton</strong><br />

<strong>Group</strong> Stock Option Plan, see<br />

Corporate Governance.<br />

G LOSSA RY<br />

105


2005 financial calendar<br />

Date<br />

2005 Shareholders’ meeting 05.16.2005<br />

2005 1st quarter results 05.16.2005<br />

Dividend payment 05.23.2005<br />

2005 1st half results 09.12.2005<br />

2005 9 months results 11.11.2005<br />

20 0 5 F I NANC IAL C A LE N DA R<br />

107


C O R P O R ATE I N F O R MATION<br />

108<br />

Corporate information<br />

Headquarters<br />

<strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />

Villa Minelli<br />

31050 Ponzano Veneto [Treviso] - Italy<br />

tel +39 0422 519111<br />

Legal data<br />

Share Capital: Euro 236,026,454.30 fully paid-in<br />

R.E.A. [register of Commerce] no.: 84146<br />

Tax ID/Treviso Company Register no.: 00193320264<br />

Media & communications department<br />

e-mail: press@benetton.it<br />

tel +39 0422 519036<br />

fax +39 0422 519930<br />

Investor Relations<br />

e-mail: investor@benetton.it<br />

tel +39 0422 519412<br />

fax +39 0422 519740<br />

TV Conference +39 0422 510623/24/25<br />

www.benettongroup.com<br />

Graphic design and photo Fabrica - Catena di Villorba - Treviso<br />

Consultancy & co-ordination Ergon Comunicazione - Rome<br />

Films Sartori <strong>Group</strong> - Quinto - Treviso<br />

Printed in Italy Grafiche Tintoretto - Treviso

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