2004 Annual Report - Benetton Group
2004 Annual Report - Benetton Group
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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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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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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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.
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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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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 />
D I R EC TO R S’ R E P O RT<br />
35
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 />
43
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 />
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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 />
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55
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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 />
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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
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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 />
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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 />
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
77
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
78<br />
[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 />
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
79
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
80<br />
[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.
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
82<br />
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 />
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
83
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
84<br />
[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 />
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
85
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
86<br />
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 />
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
87
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
88<br />
[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 />
N OTES TO TH E C O N SO LI DATE D F I NANC IAL STATE M E NTS<br />
89
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90<br />
[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