The Benetton Group Annual Report 1996
The Benetton Group Annual Report 1996
The Benetton Group Annual Report 1996
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<strong>The</strong> <strong>Benetton</strong> <strong>Group</strong><br />
<strong>Annual</strong> <strong>Report</strong> <strong>1996</strong><br />
<strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />
Villa Minelli<br />
Ponzano (Treviso), Italy<br />
Capital Stock: Lire 87,276,862,500 fully-paid<br />
Treviso Company Register 4424
Board of Directors<br />
Chairman and Managing Director<br />
Luciano <strong>Benetton</strong><br />
Deputy Chairman and Managing Director<br />
Gilberto <strong>Benetton</strong><br />
Managing Director<br />
Carlo Gilardi<br />
Directors<br />
Giuliana <strong>Benetton</strong><br />
Carlo <strong>Benetton</strong><br />
Gianni Mion<br />
Angelo Tantazzi<br />
Pierluigi Bortolussi<br />
Piero L. Frattin<br />
Secretary to the Board<br />
Piero L. Frattin<br />
Board of Statutory Auditors<br />
Chairman<br />
Dino Sesani<br />
Auditors<br />
Filippo Duodo<br />
Fanio Fanti<br />
Alternate Auditors<br />
Giovanni Pietro Cunial<br />
Aldo Laghi<br />
Independent Auditors<br />
Deloitte & Touche S.p.A.
Dear Shareholders,<br />
in <strong>1996</strong> the <strong>Benetton</strong> <strong>Group</strong> achieved a series of excellent results. <strong>The</strong> consolidated net income, in<br />
particular, reached a record level, almost double that of 1990. Over the same period, the stockholders’<br />
equity has more than tripled. For the first time in our history, net indebtedness was reduced to zero and<br />
we ended the year with substantial liquidity. <strong>The</strong> dividend distributed to shareholders was up more than<br />
18% on the previous year.<br />
As far as the overall organisation of the company is concerned, in addition to implementing an incisive<br />
plan to contain operating costs and to effectively manage financial risks, we continued to make<br />
progress in innovation and flexibility, enabling us to respond rapidly to changes in the market and to<br />
seize new opportunities for development. As a result, despite international stagnation in consumer<br />
spending, we sold three million more items in <strong>1996</strong> than in the previous year. Highest growth was<br />
achieved in some of the main European markets: France, Great Britain and Germany.<br />
Much of this success is undoubtedly due to revolutionary changes in our sales organisation world-wide,<br />
where priority has been given to larger, high quality shops, rather than to the number of outlets. During<br />
<strong>1996</strong>, we opened several prestigious multi-purpose megastores, for example, in London (<strong>Benetton</strong>’s<br />
largest store) and in New York, where the outlet on Fifth Avenue occupies one of the city’s finest early<br />
twentieth-century buildings. Results to date confirm that our decision was justified, both in terms of<br />
profitability and the consolidation of the <strong>Group</strong>’s global image.<br />
Our emphasis on innovation and on achieving the best possible price-quality ratio, starting with the<br />
choice of raw materials, was also a factor in our commercial success during <strong>1996</strong>. In particular, our<br />
technically advanced textile 206, combining practically and good looks, found immediate favour with<br />
the public: since it was first introduced, some 8 million items made from this fabric have been sold<br />
around the world.<br />
<strong>The</strong> Castrette complex, the world’s most advanced integrated production facility in the textile-clothing<br />
sector, has consolidated our manufacturing capacity in Europe and increased our competitiveness<br />
world-wide. Investment in new logistics technology has enabled us to significantly reduce transportation<br />
costs and, above all, to greatly improve the efficiency, speed and quality of our customer service.<br />
We know that we must continue with our efforts, and not content ourselves with the results achieved to<br />
date. We go forward justly satisfied with our past successes, but with the ideas, commitment, team spirit<br />
and openness needed to meet the challenges of the future. We have grown considerably in recent<br />
years. Now we are ready to embark on the next stage of our journey, initiating new phases of<br />
development.
Research & development<br />
Constant monitoring of the customs and trends developing throughout the world enables the <strong>Group</strong> to<br />
respond promptly and effectively to market requirements. This is combined with a special focus on the<br />
development of raw materials. <strong>The</strong> adoption of Fabric 206 (texturized polyester) and other innovative<br />
materials has enhanced the comfort and practicality of <strong>Benetton</strong> garments, making a critical<br />
contribution to their commercial success.<br />
Continuing expansion and the consolidation of the <strong>Group</strong>’s brands in world markets also depend on<br />
the completeness of the ranges and the spectrum of merchandise available. Furthermore, in a constant<br />
drive to improve the relationship between quality and price, research specialists seek out high-quality<br />
designs which combine affordable prices with an increasingly accurate response to market demand.<br />
Sales organization and markets<br />
Sales improved overall during <strong>1996</strong>. <strong>The</strong> upturn was apparent both in shipments to <strong>Group</strong> customers<br />
and in their sales to the end customer.<br />
A generalized improvement in the results reported by sales outlets was symptomatic of an increasingly<br />
effective sales organization, combined with the timely delivery of merchandise responsive to market<br />
trends. Inventory turnover accelerated, while end-of-season stocks declined.<br />
In geographic terms, sales rose fastest in Europe. <strong>The</strong> upswing was apparent in almost all nations,<br />
including markets such as France and Germany, where growth was achieved despite weak consumer<br />
demand overall. Increases were particularly marked in the cases of the '012' and 'Zerotondo'<br />
childrenswear lines, thus confirming the validity of product and distribution policies developed in 1995.<br />
Sales of jackets and other outerwear have also continued to grow, notably among the adult lines.<br />
Expansion of the sales network has continued the program to open larger locations, including<br />
megastores in London (the world’s largest <strong>Benetton</strong> store), New York, San Francisco, Riyadh and<br />
Barcelona. <strong>The</strong> megastores offer complete ranges of garments and accessories across all <strong>Group</strong><br />
brands, thus consolidating their distinctive character and international image. <strong>The</strong> sales network is set to<br />
expand further during 1997, with over 350 store openings scheduled world-wide.<br />
Distribution<br />
Following completion of the commissioning phase, the Robostore 2000 system has proved its worth by<br />
optimizing shipment quantities and meeting challenging targets in terms of flexibility and efficiency.<br />
Early achievements include the distribution of up to 10 million garments in just one month, thus ensuring<br />
timely response to market needs.<br />
Automation of garment packing and loading has minimized the use of personnel in operations<br />
involving the heaviest work and greatest risk of human error, while focusing the attention of staff on<br />
administration and control. As a consequence, vehicle waiting times have been cut significantly.<br />
<strong>The</strong> reduction in handling associated with the automated sorting of delivery batches has also helped to<br />
reduce distribution costs, especially with regard to handling and sorting in the loading bays. <strong>The</strong><br />
introduction of new automated systems offset the <strong>1996</strong> rises in freight rates.<br />
Automatic, optimized batching has increased the number of garments per carton and considerably<br />
increased throughput capacity. This, in turn, has improved the ability to handle additional products<br />
and enhanced the effectiveness of the integrated logistics system.<br />
Capital investment<br />
<strong>The</strong> <strong>1996</strong> program of continuing innovation and modernization of the manufacturing system involved<br />
investment exceeding Lire 80 billion. <strong>The</strong> latest additions having reached full operational capacity, the<br />
Castrette industrial complex is now among the most modern and advanced of its kind in the world.<br />
Extending over more than 190,000 square meters, this facility fully integrates the productionwarehousing-distribution<br />
cycle.<br />
In the Wool Division, the installation of another five centrifugal dyeing machines and additional dyebaths<br />
improved the layout of the dyeing section. Apart from raising output, this also improved product<br />
quality and workflows.
Manufacturing companies invested substantially, spending more than Lire 35 billion to technologically<br />
upgrade plant and machinery and optimize the efficiency of production processes.<br />
Continuing investment in communications systems based on optical-fiber technology has addressed<br />
the links between the Ponzano and Castrette sites, with the aim of further integrating the orderprocessing,<br />
production, warehousing and shipping stages.<br />
<strong>The</strong> program to renew the <strong>Group</strong>'s central data-processing equipment has continued, with substantial<br />
enhancements to both processing and storage capacity through the introduction of new-generation<br />
hardware. This investment, in highly competitive market conditions, has generated significant savings in<br />
systems-operating costs.<br />
Investment in applications software focused on manufacturing activities and involved applying new<br />
software development technology to the management of fabric inventories for the Outerwear, Shirt<br />
and Jacket Divisions, and to integration of the transition from samples to full-scale production. <strong>The</strong><br />
introduction of new EDI (Electronic Document Interchange) technology also improved the degree of<br />
integration between the Cotton Division and the principal fabric suppliers.<br />
Finance management<br />
Attention throughout the year again focused on the optimization of treasury management and on<br />
insulating the <strong>Group</strong> from exchange-rate exposures, in market conditions characterized by falling<br />
interest rates and the marked appreciation of the lira.<br />
<strong>The</strong> level of coordination and financial support for subsidiaries was maintained. Relevant developments<br />
during the final quarter included the progressive start-up of <strong>Benetton</strong> Gesfin SpA, whose activities<br />
include the centralization of treasury management and control of the <strong>Group</strong>’s financial exposures.<br />
Constant attention to operating efficiency, combined with the lower cost of money, resulted in a<br />
substantial reduction in financial charges.<br />
<strong>The</strong> equity in foreign subsidiaries was again hedged against exchange risks, to protect the value of the<br />
<strong>Group</strong>’s investments abroad.<br />
On December 10, <strong>1996</strong>, a US $220-million multi-currency loan was arranged in the domestic market,<br />
coordinated by Banca di Roma SpA and Deutsche Bank SpA. <strong>The</strong> lending syndicate comprised over 30<br />
leading banks at home and abroad. This 5-year loan, at LIBOR plus 0.20%, was received in lire in<br />
February 1997 and enabled the l993 loan, on less favorable terms, from Istituto Bancario San Paolo di<br />
Torino to be repaid early.<br />
Personnel and organization<br />
<strong>The</strong> <strong>Benetton</strong> <strong>Group</strong> employed 5,973 people at the end of <strong>1996</strong>, including 4,358 in Italy, following a net<br />
reduction of 45 during the year. <strong>The</strong> decrease primarily arose from the rationalization of Japanese<br />
companies, some of which are no longer consolidated.<br />
During <strong>1996</strong>, personnel management focused on the related issues of employee mobility and training in<br />
the context of the <strong>Group</strong>'s world-wide expansion plans. <strong>The</strong> key themes were the constant<br />
development of skills relevant to the <strong>Group</strong>'s global role, and promotion of <strong>Benetton</strong>'s innovative<br />
business culture.<br />
On the industrial relations front, the agreement signed in 1994 was fully implemented with the fixing of<br />
pay rises for the next two years linked to the achievement of objectives and business-efficiency<br />
parameters. This process confirmed the wisdom of adopting this new type of accord, which more<br />
directly addresses the challenges posed by intensifying competition, primarily by creating a link<br />
between the requirements of the <strong>Group</strong> and the aspirations of employees.<br />
Licensing<br />
<strong>The</strong> program to expand and extend the reach of the <strong>Group</strong>'s brands continued during <strong>1996</strong>. Apart from<br />
the renewal of existing contracts, the year's efforts included preliminary negotiations concerning new<br />
territories and discussions with potential licensees of proven reliability. Expansion targets extend beyond<br />
clothing to new sectors, providing further evidence of the <strong>Group</strong>'s dynamic, international stance. New<br />
ventures must meet established <strong>Benetton</strong> standards, including an optimal mix of quality, value for<br />
money, innovation and style.<br />
A key event during <strong>1996</strong> was the collaboration agreement with Renault, which supplies the engines for<br />
<strong>Benetton</strong>'s Formula One racing cars. <strong>The</strong> new accord led to the production of the <strong>Benetton</strong> Twingo,<br />
which features typical <strong>Benetton</strong> colors, character and style.
Communication<br />
Communications during the year were closely integrated with social and humanitarian campaigns,<br />
conducted in collaboration with leading humanitarian organizations. <strong>The</strong> spring/summer '96 campaign,<br />
which used an image of three hearts, was launched in March to coincide with the international<br />
congress of SOS Racism, held to mark UNO's World anti-racism day at the headquarters of Fabrica SpA<br />
on the outskirts of Treviso. Other events included the "I Colori della Pace" (colors of peace) initiative,<br />
which involved junior-school children and their teachers in Italy, France, Belgium, Germany and Spain<br />
in a program of education for peace. <strong>The</strong> second <strong>1996</strong> campaign, using pictures of the <strong>Benetton</strong> family<br />
in straightjackets, disseminated an image of offbeat, original entrepreneurial creativity, via Europe's<br />
leading daily newspapers.<br />
Two campaigns were launched in the second semester, based respectively on an image of two horses<br />
(one black, one white), and a wooden spoon. <strong>The</strong> latter idea was developed with the FAO, to coincide<br />
with the world food summit held in Rome in November. Another important exercise in socially-relevant<br />
communications focused on Corleone, the infamous cradle of the Mafia; young people from the town<br />
featured as models for <strong>Benetton</strong>'s spring-summer '97 catalog, to symbolize Corleone's will for social and<br />
cultural regeneration.<br />
In its second year, Fabrica’s communications academy addressed the theme of "human fears",<br />
mounting an exhibition of images along Venice's Canal Grande and at the Pecci Museum in Prato. <strong>The</strong><br />
project also involved extensive collaboration with ARTE, the celebrated Franco-German cultural TV<br />
channel, which broadcast theme-based commercials.<br />
Colors Magazine became a bimonthly publication. Its standing was enhanced by distribution of the<br />
December <strong>1996</strong> issue together with Le Monde, the leading French daily.
Signori Azionisti,<br />
nell’esercizio <strong>1996</strong> il Gruppo <strong>Benetton</strong> ha raggiunto una serie importante di primati. L’utile netto<br />
consolidato, in particolare, è salito a un livello record: dal 1990 ad oggi è quasi raddoppiato. Il<br />
patrimonio netto, nello stesso arco di tempo, è più che triplicato. L’indebitamento netto, per la prima<br />
volta nella nostra storia, è stato azzerato e l’esercizio si è chiuso con una consistente liquidità di cassa. Il<br />
dividendo distribuito è aumentato di oltre il 18% rispetto allo scorso anno.<br />
Il sistema aziendale nel suo complesso, oltre ad attuare un incisivo piano di contenimento dei costi e<br />
una efficace gestione dei rischi finanziari, ha continuato il suo cammino sulla strada dell’innovazione e<br />
della flessibilità, per interpretare le continue evoluzioni del mercato e per cogliere nuove opportunità di<br />
sviluppo.<br />
Così pur in uno scenario internazionale caratterizzato da costumi stagnanti, nel <strong>1996</strong> abbiamo venduto<br />
tre milioni di capi in più rispetto all’anno precedente. Siamo cresciuti soprattutto in alcuni dei principali<br />
mercati europei, come Francia, Gran Bretagna e Germania.<br />
A questo successo ha sicuramente contribuito l’evoluzione dell’organizzazione commerciale, una vera<br />
e propria rivoluzione a livello globale, che ha portato a privilegiare la crescita dimensionale e<br />
qualitativa dei negozi rispetto alla loro entità numerica. Nel corso del <strong>1996</strong> abbiamo inaugurato alcuni<br />
prestigiosi megastore polivalenti, come quelli di Londra, il più grande negozio <strong>Benetton</strong> nel mondo, e<br />
New York, che ha sede nella Fifth Avenue, in uno dei più importanti palazzi storici del primo Novecento.<br />
I risultati finora ottenuti hanno confermato la bontà della nostra scelta, sia sotto il profilo della<br />
redditività, sia dal punto di vista del consolidamento dell’immagine e della notorietà internazionale del<br />
Gruppo.<br />
I concetti di innovazione e di attenzione a un ottimale rapporto tra qualità e costo dei prodotti,<br />
applicati a partire dalla ricerca delle materie prime, hanno a loro volta contribuito al felice esito<br />
commerciale del <strong>1996</strong>.<br />
Le caratteristiche innovative del tessuto 206, in particolare, hanno immediatamente incontrato il favore<br />
del pubblico: dal momento del suo ingresso nel mercato circa 8 milioni di capi realizzati con questo<br />
tessuto, che unisce il pratico al bello, sono stati venduti in tutto il mondo.<br />
L’entrata a regime del polo tecnologico di Castrette, il centro industriale integrato più avanzato al<br />
mondo nel settore del tessile-abbigliamento, ha consolidato la nostra capacità produttiva in Europa e<br />
ci ha permesso di essere sempre più competitivi a livello globale. Nel sistema logistico gli investimenti in<br />
innovazione hanno reso possibili significativi risparmi nelle spese di trasporto e, soprattutto, un forte<br />
miglioramento nell’efficienza, nella rapidità e nella qualità del servizio ai clienti.<br />
Oggi, ancora una volta, sappiamo di dover andare avanti, senza fermarci sugli importanti risultati<br />
acquisiti.<br />
Ripartiamo con la comprensibile soddisfazione per il lavoro fatto, con le idee, l’impegno, lo spirito di<br />
squadra e l’apertura al futuro che animano il nostro presente. Siamo cresciuti molto in questi ultimi anni.<br />
Ora siamo pronti a intraprendere un’ulteriore tappa del nostro viaggio: a dare il via a ulteriori progetti<br />
di sviluppo.
La ricerca e sviluppo<br />
La costante attenzione all'evoluzione dei costumi e delle tendenze a livello mondiale, che ha<br />
consentito di rispondere al mercato in modo sempre più preciso e puntuale, è stata coniugata con un<br />
particolare impegno nella ricerca e sviluppo delle materie prime. L'utilizzo di materiali innovativi, come<br />
ad esempio il tessuto “206” in poliestere testurizzato, ha conferito ai prodotti un'ulteriore valenza in fatto<br />
di comodità e di praticità di utilizzo, contribuendo in modo determinante al loro successo<br />
commerciale.<br />
Il completamento dell’offerta, sempre più mirata nel numero delle proposte e nel contempo più<br />
allargata nei settori merceologici, è risultato un altro fattore essenziale per l’espansione commerciale e<br />
per il consolidamento dell'immagine dei marchi nei mercati mondiali.<br />
L’obiettivo di un sempre migliore rapporto tra qualità e prezzo ha inoltre impegnato gli specialisti della<br />
ricerca nella selezione di modelli di elevato livello qualitativo, proposti a costi equilibrati e sempre più<br />
aderenti alle richieste di mercato.<br />
L'organizzazione commerciale e i mercati<br />
Il <strong>1996</strong> ha segnato globalmente un netto miglioramento dei risultati di vendita sia verso la propria rete<br />
di clienti, sia di quest’ultima verso il consumatore finale.<br />
La maggiore incisività dell'organizzazione commerciale e la tempestività nel riassortimento degli articoli<br />
di tendenza nei mercati hanno generato un diffuso miglioramento dei risultati dei punti vendita,<br />
associato a un maggiore turn-over dei relativi magazzini e ad una diminuzione del loro livello a fine<br />
stagione.<br />
L’area che ha registrato la maggiore crescita dei volumi di vendita è stata l’Europa. L'incremento ha<br />
riguardato quasi tutti i Paesi, compresi mercati come Francia e Germania, dove lo sviluppo delle<br />
vendite <strong>Benetton</strong> è avvenuto in controtendenza rispetto a una scarsa dinamicità globale dei consumi.<br />
L'aumento delle vendite è stato particolarmente sensibile nelle linee bambino, 012 e Zerotondo,<br />
confermando la validità delle politiche di prodotto e di distribuzione pianificate fin dall’anno<br />
precedente. Si è inoltre accentuato il trend di crescita delle vendite di confezioni e di capispalla, in<br />
particolare nelle linee adulto.<br />
Per quanto riguarda l’espansione della rete di vendita, è proseguito il programma di aperture di negozi<br />
di grandi superfici, come i megastore aperti a Londra (il più grande negozio <strong>Benetton</strong> nel mondo), New<br />
York, San Francisco, Riyadh e Barcellona, in grado di offrire le collezioni complete di abbigliamento e<br />
accessori del Gruppo, consolidando anche la personalità e l'immagine internazionale dei marchi. Lo<br />
sviluppo della rete di vendita continuerà anche nel 1997, con la prevista apertura di più di 350 negozi<br />
in tutto il mondo.<br />
La distribuzione<br />
Completata la fase di avviamento, il sistema Robostore 2000 ha dimostrato la sua piena validità,<br />
ottimizzando i volumi di spedizione e raggiungendo elevati obiettivi di flessibilità ed efficienza. Il nuovo<br />
sistema, in particolare, ha consentito di distribuire sino a 10 milioni di capi in un solo mese, permettendo<br />
in tal modo di rispondere con prontezza alle richieste di mercato.<br />
L'automazione delle fasi di imballaggio e caricamento dei capi ha determinato una riduzione al<br />
minimo nell'utilizzo di addetti nelle operazioni più faticose e maggiormente esposte a errori umani, a<br />
favore di funzioni di controllo e gestione, riducendo nel contempo in modo sensibile i tempi di sosta<br />
degli automezzi.<br />
La diminuzione delle movimentazioni, a fronte di un riordino automatizzato delle partite di prodotto, ha<br />
anche permesso di ridurre i costi del processo distributivo, in particolare quelli relativi alle attività di<br />
movimentazione necessarie per lo smistamento delle merci nelle piattaforme di carico. L'utilizzo dei<br />
nuovi sistemi automatizzati ha permesso nel <strong>1996</strong> di compensare gli incrementi tariffari del mercato.<br />
L'automatica e ottimale composizione dei colli, con il conseguente aumento dei capi contenuti, ha<br />
reso possibile anche un notevole incremento della capacità di lavoro, aumentando la potenzialità del<br />
sistema, pronto a sostenere l'ulteriore inserimento di prodotti, e contribuendo a una sempre migliore<br />
gestione del sistema logistico integrato.
Gli investimenti<br />
I programmi di innovazione e aggiornamento del sistema produttivo sono continuati anche nel <strong>1996</strong>,<br />
comportando investimenti per oltre 80 miliardi di lire. Con l'entrata in funzione a regime degli ultimi<br />
impianti, il complesso industriale di Castrette è oggi uno dei più moderni e avanzati al mondo, con una<br />
superficie totale coperta di oltre 190.000 metri quadri e un'organizzazione integrata del ciclo<br />
produzione-magazzino-distribuzione.<br />
Presso la Divisione Lana è stato migliorato il lay-out della tintoria con l’installazione di ulteriori cinque<br />
macchine di tintura centrifughe e altri bagni di tintura che hanno consentito, oltre all’incremento della<br />
produzione, anche il miglioramento del prodotto e dei flussi operativi.<br />
Particolarmente significativi gli investimenti effettuati dalle Società manifatturiere per un totale di oltre<br />
35 miliardi di lire, finalizzati al miglioramento del livello tecnologico di impianti e macchinari e<br />
all’ottimizzazione dell’efficienza nel processo produttivo.<br />
Sono proseguiti anche gli investimenti nel sistema di comunicazione, basato su fibre ottiche, che<br />
interconnette le aree di Ponzano e di Castrette, con l’obiettivo di potenziare l’integrazione delle fasi di<br />
evasione degli ordini, produzione, magazzino e spedizioni.<br />
E’ inoltre continuato il rinnovo di tutte le apparecchiature centrali di elaborazione, con un notevole<br />
potenziamento della capacità di elaborazione e di memorizzazione, grazie all'utilizzo di tecnologie<br />
dell’ultima generazione; questi nuovi investimenti, attuati in una situazione di offerta informatica molto<br />
competitiva, hanno permesso di ridurre significativamente i costi di gestione.<br />
Gli investimenti in sistemi applicativi sono stati concentrati nell’area della produzione, applicando<br />
nuove tecnologie di sviluppo sia nella gestione del magazzino tessuti nelle Divisioni Confezioni, Camicie<br />
e Capospalla, sia nell’integrazione fra sviluppo del campionario e produzione. Nuove tecnologie di<br />
comunicazione EDI (Electronic Document Interchange) hanno consentito una migliore integrazione<br />
anche tra la Divisione Cotone e i maggiori fornitori di tessuti.<br />
La gestione finanziaria<br />
Durante l’esercizio <strong>1996</strong> è continuata con particolare attenzione l’attività rivolta all’ottimizzazione della<br />
gestione della tesoreria ed alla protezione dei flussi in divisa dai rischi di cambio, in presenza di un<br />
mercato che ha evidenziato, nel corso dell’anno, la marcata riduzione dei tassi d’interesse ed il<br />
sensibile apprezzamento della lira.<br />
E’ attivamente proseguito il coordinamento ed il supporto finanziario alle società controllate: nel corso<br />
dell’ultimo trimestre, in particolare, si è dato graduale avvio all’attività della <strong>Benetton</strong> Gesfin S.p.A., il<br />
cui oggetto sociale è, tra l’altro, quello di centralizzare la gestione della tesoreria e dei rischi finanziari<br />
nell’interesse del Gruppo.<br />
La continua attenzione all’efficienza operativa e la contrazione dei tassi hanno consentito di ottenere<br />
una sensibile riduzione degli oneri finanziari.<br />
Il patrimonio netto delle controllate estere è stato oggetto, anche nel <strong>1996</strong>, di coperture valutarie al<br />
fine di immunizzare tali investimenti dalla fluttuazione dei cambi.<br />
In data 10 dicembre <strong>1996</strong> è stata perfezionata, sul mercato domestico, un’operazione di finanziamento<br />
multivaluta per 220 milioni di dollari USA, coordinata dalla Banca di Roma S.p.A. e dalla Deutsche Bank<br />
S.p.A.. Al sindacato hanno aderito oltre 30 banche primarie, sia italiane che estere. Il prestito, erogato<br />
in lire nel febbraio 1997, per una durata di 5 anni con un tasso pari al Libor + 0,20%, ha permesso il<br />
rimborso anticipato del finanziamento in lire erogato nel 1993 dall’Istituto Bancario S.Paolo di Torino a<br />
condizioni più onerose.
Il personale e l'organizzazione<br />
La popolazione del Gruppo <strong>Benetton</strong>, a fine <strong>1996</strong>, era di 5.973 persone, di cui 4.358 in Italia. Rispetto al<br />
31 dicembre 1995, si riscontra una diminuzione netta di 45 unità, dovuta principalmente alla<br />
razionalizzazione delle attività delle società giapponesi e al conseguente deconsolidamento di alcune<br />
di esse.<br />
Nel <strong>1996</strong> l'attività di gestione delle risorse umane ha seguito i percorsi paralleli della mobilità e della<br />
formazione, per rispondere alle esigenze derivanti dall'espansione dell'attività nel mondo e, nel<br />
contempo, operare per la continua evoluzione della qualità professionale delle persone, secondo<br />
criteri di carattere internazionale e di adesione all'innovativa cultura imprenditoriale del Gruppo.<br />
Sul versante delle relazioni industriali, nel corso del <strong>1996</strong> è stato completato l'accordo sottoscritto nel<br />
1994 attraverso la definizione di incrementi salariali collegati a obiettivi e parametri di efficienza<br />
aziendale validi per il secondo biennio di durata, confermando la validità della scelta di una cultura<br />
contrattuale nuova, più consapevole delle esigenze imposte dalla crescente competizione, che ha<br />
soprattutto saputo coniugare le esigenze dell'impresa con quelle del personale.<br />
Le licenze<br />
E' continuato nel corso del <strong>1996</strong> il programma di espansione e diffusione dei marchi per mezzo non solo<br />
della conferma di contratti esistenti, ma anche con l'avvio di contatti per lo sviluppo in nuovi territori o<br />
di accordi con nuovi licenziatari selezionati e di riconosciuta affidabilità. L'obiettivo di espansione è<br />
stato rivolto non solo al tradizionale settore dell'abbigliamento, ma anche a nuovi settori, confermando<br />
lo stile dinamico ed internazionale del Gruppo, in coerenza con gli standard aziendali, come il<br />
rapporto ottimale tra qualità e prezzo, innovazione e immagine.<br />
Va senz'altro menzionata la collaborazione con il Gruppo Renault, già fornitore dei motori per le<br />
vetture del team di Formula Uno, che ha portato alla realizzazione della nuova automobile Twingo<br />
<strong>Benetton</strong> , "vestita" con i colori, il carattere e lo stile tipici del Gruppo.<br />
La comunicazione<br />
Nel corso del <strong>1996</strong> l'attività di comunicazione si è svolta in stretta integrazione con iniziative di carattere<br />
sociale e umanitario, realizzate in collaborazione con autorevoli organizzazioni umanitarie. La<br />
campagna istituzionale primavera-estate <strong>1996</strong>, con l'immagine dei tre cuori, è uscita in parallelo alla<br />
riunione dei rappresentanti internazionali di SOS Racisme, tenutasi a marzo nella sede di Fabrica S.p.A.,<br />
nei pressi di Treviso, in occasione della giornata mondiale contro il razzismo indetta dall'ONU. Un'altra<br />
iniziativa, “I colori della Pace”, ha coinvolto bambini e insegnanti delle scuole elementari di Italia,<br />
Francia, Belgio, Germania e Spagna in un programma di educazione alla pace. La seconda<br />
campagna <strong>1996</strong>, con l'immagine della famiglia <strong>Benetton</strong> in camicia di forza, ha diffuso un'immagine di<br />
originale creatività imprenditoriale, fuori dagli schemi, sui maggiori quotidiani europei.<br />
Nella seconda parte dell'anno sono partite due campagne: l'immagine dei due cavalli, uno bianco<br />
l'altro nero, e quella del cucchiaio di legno, realizzata espressamente per la FAO, in occasione del<br />
Vertice Mondiale sull'Alimentazione, tenutosi in novembre a Roma. Un altro importante evento di<br />
comunicazione allargata ai temi della società civile ha riguardato la scelta di Corleone, conosciuta<br />
come culla del fenomeno mafioso, e dei suoi giovani quali protagonisti del catalogo della collezione<br />
<strong>Benetton</strong> per la primavera-estate 1997, per testimoniare la volontà di rinascita sociale e culturale della<br />
città siciliana.<br />
I progetti di Fabrica S.p.A., la scuola di comunicazione giunta al secondo anno di attività, hanno<br />
riguardato il tema delle “Paure dell'uomo”, con una mostra di immagini tenutasi a Venezia, lungo il<br />
Canal Grande, e presso il Museo Pecci di Prato, e una collaborazione continuativa con ARTE, il famoso<br />
canale televisivo culturale franco-tedesco, per la realizzazione di spot tematici.<br />
La rivista Colors, è diventata bimestrale e nel mese di dicembre ha ottenuto un'importante attestazione<br />
di stima, uscendo in allegato all'autorevole quotidiano francese Le Monde.
Consolidated financial statements<br />
as of December 31, <strong>1996</strong>
Financial Highlights<br />
Operating results<br />
(Amounts in accordance with Italian GAAP)<br />
(Billions of Lire)<br />
<strong>1996</strong> % 1995 %<br />
Total Sales 2,871.1 100.0 2,939.1 100.0<br />
Cost of Sales 1,716.6 59.8 1,721.3 58.6<br />
Gross Margin 1,154.5 40.2 1,217.8 41.4<br />
Income from Operations 401.7 14.0 443.8 15.1<br />
Net income 245.7 8.6 220.3 7.5<br />
Financial position and data per share (Billions of Lire, except per share amount)<br />
(Amounts in accordance with Italian<br />
GAAP)<br />
<strong>1996</strong> 1995<br />
Working Capital 1,512.3 1,551.1<br />
Fixed Assets, net 592.3 618.0<br />
Total Assets 3,864.3 3,837.1<br />
Net Borrowing/ (liquidity) (133.0) 139.7<br />
Stockholders' Equity 1,820.8 1,657.0<br />
(Approximate amounts in accordance with US GAAP<br />
Stockholders' Equity 1,824.0 1,624.1<br />
Net Income 287.9 238.5<br />
Earnings per Share (I) 1,650.0 1,366.0<br />
Cash Dividend per Share (I) 500.0 400.0<br />
(I) Since each ADS represents two Ordinary Shares, the ADS financial data may be computed by multiplying per<br />
share data by two.
<strong>The</strong> <strong>Benetton</strong> <strong>Group</strong><br />
<strong>The</strong> <strong>Benetton</strong> <strong>Group</strong> achieved a number of important firsts in <strong>1996</strong>. Consolidated net income reached a<br />
record level, net borrowings were turned into a substantial cash surplus (for the first time in the <strong>Group</strong>'s<br />
history) and, as a consequence, net financial charges were a negligible percentage of consolidated<br />
revenues. <strong>The</strong>se highly significant results derive from continuous innovations that have enhanced the<br />
<strong>Group</strong>’s business systems combined, in recent years, with incisive action to contain both fixed and<br />
variable costs.<br />
Consolidated net income amounted to Lire 246 billion, an improvement of 11.5% with respect to 1995.<br />
Net financial charges of Lire 12.6 billion compare with Lire 46.6 billion in 1995. Self-financing amounted<br />
to Lire 668 billion. Net liquidity of Lire 133 billion follows an improvement of Lire 273 billion during the<br />
year, despite the payment of dividends totaling about Lire 80 billion in <strong>1996</strong>. Operating capital has<br />
fallen by almost Lire 150 billion, from Lire 1,285 billion to Lire 1,137 billion, while consolidated stockholders'<br />
equity of Lire 1,821 billion is 10% higher than at the end of 1995.<br />
Consolidated revenues of Lire 2,871 billion (Lire 2,939 billion in 1995) were influenced by the marked<br />
appreciation of the lira against major currencies (over 8% on average), as well as by the disposal and<br />
consequent deconsolidation of certain businesses no longer considered strategic to the optimization of<br />
the <strong>Group</strong>’s commercial and distribution systems.<br />
Volume rose by almost 4% overall. Substantial growth was achieved within the EU, notably in France,<br />
the UK, Spain, Portugal and Germany, as well as in Eastern Europe and some parts of the Middle East.<br />
Despite the appreciation of the lira, gross margin has remained at more than 40%, while operating<br />
income was 14% of revenues.<br />
<strong>The</strong> ongoing development and renewal of the retail network has contributed to the rise in the volume<br />
of products sold. Work continued in <strong>1996</strong> with, in particular, the opening of new megastores in London<br />
(the world’s largest <strong>Benetton</strong> store), New York, San Francisco, Barcelona, Moscow and Riyadh. <strong>The</strong>se<br />
stores offer complete ranges of clothing and accessories covering all <strong>Benetton</strong> brands, thereby<br />
consolidating public awareness and the <strong>Group</strong>'s image.<br />
On the industrial front, work was completed on the Castrette manufacturing facilities, which are<br />
currently the most advanced of their kind in the world. Investment in innovation has also focused on<br />
applying the latest technology to data processing and applications systems and, above all, to the<br />
continual enhancement of integrated logistics. Here, new automated systems have considerably<br />
improved efficiency and the speed of customer service, while reducing transport expenses by more<br />
than Lire 10 billion. This raises the net savings achieved in <strong>1996</strong> to almost Lire 45 billion, as a result of<br />
projects to reorganize and optimize activities in various sectors of the business, and in certain markets<br />
such as Japan.<br />
<strong>The</strong> <strong>Group</strong> Parent, <strong>Benetton</strong> <strong>Group</strong> SpA, reported net income of around Lire 125 billion, representing<br />
5.9% of revenues. <strong>The</strong>se were 5% higher than in 1995, following growth in the volume of garments sold<br />
despite the appreciation of the lira against export currencies. <strong>The</strong> cost of sales rose by Lire 133 billion,<br />
reflecting the increased volume of production and normal cost inflation.<br />
Rises in selling, general and administrative expenses mainly reflected prudent provisions against business<br />
risks (notably credit collection), and higher agents' commissions under a policy designed to enhance<br />
the effectiveness of distribution arrangements while expanding the sales network.<br />
Income from operations, Lire 259 billion, was 12.2% of revenues. Careful management of the exchange<br />
exposures specifically associated with commercial activities resulted in net gains of Lire 141 billion, partly<br />
due to the strengthening of the lira.<br />
<strong>The</strong> self-financing generated during the year, Lire 387 billion, was particularly significant to the treasury<br />
position.
Total sales<br />
(in billions of lire)<br />
Gross margin<br />
(% on net sales)<br />
Income from operations<br />
(% on net sales)<br />
Net income<br />
(in billions of lire)<br />
3000<br />
2000<br />
1000<br />
50%<br />
30%<br />
10%<br />
0%<br />
20%<br />
15%<br />
10%<br />
5%<br />
0%<br />
250<br />
200<br />
150<br />
100<br />
50<br />
0<br />
0<br />
2059 2304 2513 2751 2788 2939 2871<br />
1990 1991 1992 1993 1994 1995 <strong>1996</strong><br />
36.2 38.1 39.2 42.2 41.2 41.4 40.2<br />
1990 1991 1992 1993 1994 1995 <strong>1996</strong><br />
12.9 13.5 14.2 14.8 13.9 15.1 14.0<br />
1990 1991 1992 1993 1994 1995 <strong>1996</strong><br />
133 165 185 208 210 220 246<br />
1990 1991 1992 1993 1994 1995 <strong>1996</strong>
Management’s discussion and analysis of financial condition<br />
and results of operations<br />
Results of Operations<br />
<strong>The</strong> following table sets forth certain items in billions of Lire and their respective percentages of total<br />
revenue for the years indicated. Comparisons in this table and in the following sections are based upon<br />
financial statement amounts derived under Italian GAAP and upon the international format financial<br />
information presented in the Selected Financial Data and in appendix 3 of the Consolidated Financial<br />
Statements.<br />
Year Ended December 31,<br />
1994 1995 <strong>1996</strong><br />
Total revenue 2,788 100% 2,939 100% 2,871 100%<br />
Gross margin 1,149 41.2% 1,218 41.4% 1,155 40.2%<br />
Selling, general and<br />
administrative expenses 760 27.3% 774 26.3% 753 26.2%<br />
Income from operations 389 13.9% 444 15.1% 402 14.0%<br />
Net income 210 7.5% 220 7.5% 246 8.6%<br />
<strong>Benetton</strong>'s results are seasonal, with revenues from Fall/Winter season sales higher than those from<br />
Spring/Summer season sales. During the 1994 to <strong>1996</strong> period, approximately 50% of <strong>Benetton</strong>'s orders<br />
related to Fall/Winter collections, 45% to Spring/Summer collections and 5% to "flash" collections.<br />
<strong>1996</strong> compared to 1995<br />
Consolidated revenues of Lire 2,871 billion (Lire 2,939 billion in 1995) were influenced by the marked<br />
appreciation of the lira against other major currencies (over 8% on average), as well as by the disposal<br />
and consequent deconsolidation of certain businesses no longer considered strategic to the<br />
optimization of the <strong>Group</strong>’s commercial and distribution systems.<br />
A generalized improvement in the results reported by sales outlets was symptomatic of an increasingly<br />
effective sales organization, combined with the timely delivery of merchandise responsive to market<br />
trends. Inventory turnover accelerated, while end-of-season stocks declined.<br />
In geographic terms, sales rose most significantly in Europe. <strong>The</strong> upswing was apparent in almost all<br />
nations, including markets such as France and Germany, where growth was achieved despite weak<br />
consumer demand overall. Increases were particularly marked in the cases of the '012' and 'Zerotondo'<br />
childrenswear lines, thus confirming the validity of product and distribution policies developed in 1995.<br />
Sales of jackets and other outerwear have also continued to grow, notably among the adult lines.<br />
<strong>The</strong> reduction in revenues, despite a substantial 4% rise in sales volumes compared with 1995, was<br />
caused by the appreciation of the lira against the principal foreign currencies used by the <strong>Group</strong>. <strong>The</strong><br />
resulting erosion of revenues was compounded by the translation into lire of the results reported by<br />
foreign subsidiaries. This effect is clearly correlated with and offset by the net gain from currency<br />
management, which reflects hedging arrangements designed to manage the <strong>Group</strong>’s exposure to<br />
exchange rate volatility.<br />
Other revenues in <strong>1996</strong> were Lire 168.4 billion against Lire 171.5 billion in 1995, and mainly derived from<br />
sponsorship agreements related to the Formula I Championship and manufacturing sales and services<br />
provided to third parties. Despite normal cost inflation, the cost of sales declined by Lire 4.7 billion in<br />
<strong>1996</strong>.<br />
Despite the appreciation of the lira, gross margin has remained at more than 40%, while operating<br />
income was 14% of revenues.
Continuing commitment to cost containment is evidenced by an overall reduction in selling and<br />
general expenses, both in absolute and percentage terms. Specifically:<br />
– Selling expenses rose by around Lire 7 billion or 0.4% of revenues. Following completion of the<br />
commissioning phase, the Robostore 2000 system has proved its worth by optimizing shipment<br />
quantities and meeting challenging targets in terms of flexibility and efficiency. Early achievements<br />
include the distribution of up to 10 million garments in just one month, thus ensuring timely response<br />
to market needs.<br />
? Automation of garment packing and loading has minimized the use of personnel in operations<br />
involving the heaviest work and greatest risk of human error, while focusing the attention of staff on<br />
administration and control. As a consequence, vehicle waiting times have been cut significantly.<br />
? <strong>The</strong> reduction in handling associated with the automated sorting of delivery batches has also<br />
helped to reduce distribution costs, especially with regard to handling and sorting in the loading<br />
bays. <strong>The</strong> introduction of new automated systems offset the <strong>1996</strong> rises in freight rates.<br />
? Automatic batching has optimized the number of garments per carton and considerably increased<br />
throughput capacity. This, in turn, has improved the ability to handle additional products and<br />
enhanced the effectiveness of the integrated logistics system.<br />
? Agents' commissions increased by Lire 17 billion, however, reflecting the Company’s use of incentives<br />
to promote the expansion of the sales and distribution network.<br />
– Advertising and sponsorship expenditure declined to 3.5% of revenues (from 4.1% in 1995), with a<br />
reduction in absolute terms of around Lire 18 billion.<br />
– General and administrative expenses decreased by Lire 34 billion, thus saving about 1% of revenues.<br />
In greater detail, the payroll was Lire 16 billion lower than in 1995, following reorganization measures<br />
affecting manufacturing and other companies, combined with the closure of the Cosmetics <strong>Group</strong><br />
and the divestment of Japanese companies no longer strategic to the sales and distribution network.<br />
Reorganization projects in various business sectors, coupled with the reorganization of operations<br />
among the Japanese subsidiaries and elsewhere, generated overall savings of around Lire 13 billion<br />
in general overhead expenditure. <strong>The</strong> levels of depreciation and operating expenditure were similar<br />
to those in 1995.<br />
– Provisions increased by around Lire 24 billion, reflecting a prudent approach to supplementing the<br />
allowance for doubtful accounts, the reserve for legal disputes and the agents' leaving indemnity<br />
reserve.<br />
<strong>The</strong> ratio of operating income to revenues declined slightly to 14% from 15.1% in 1995, despite the<br />
adverse effect deriving from the appreciation of the lira.<br />
Attention throughout the year again focused on the optimization of treasury management and on<br />
insulating the <strong>Group</strong> from exchange-rate exposures, in market conditions characterized by falling<br />
interest rates and the marked appreciation of the lira. <strong>The</strong> level of coordination and financial support<br />
for subsidiaries was maintained. Relevant developments during the final quarter included the<br />
progressive start-up of <strong>Benetton</strong> Gesfin S.p.A., whose activities include the centralization of treasury<br />
management and control of the <strong>Group</strong>’s financial exposures. Constant attention to operating<br />
efficiency, combined with the lower cost of money, resulted in a substantial reduction in financial<br />
charges. <strong>The</strong> equity in foreign subsidiaries was again hedged against exchange risks, to protect the<br />
value of the <strong>Group</strong>’s investments abroad.<br />
<strong>The</strong> net exchange gain of Lire 117 billion (Lire 46 billion in 1995) included in financial income and<br />
expense (Note 27) was derived from the translation of receivables and payables denominated in<br />
foreign currency using year-end exchange rates, coupled with the overall effect of exchange hedges<br />
and differences arising from cash receipts and payments denominated in foreign currencies.<br />
<strong>The</strong> substantial reduction in the <strong>Group</strong>'s average borrowings resulted in a further decline in financial<br />
charges, which were at an extremely modest level in both absolute and percentage terms. In<br />
particular, net financial charges of Lire 12.6 billion were just 0.4% of revenues.<br />
<strong>The</strong> increase in “other expenses, net” reflected the prudent provisions to reserves discussed in the Notes<br />
to the Consolidated Financial Statements.<br />
<strong>The</strong> effective tax rate, based on income before income taxes and minority interests, amounted to<br />
45.2%.<br />
Net income improved by 11.5% to 8.6% of revenues from 7.5% in 1995.<br />
<strong>The</strong> <strong>Group</strong> employed 5,973 people at the end of <strong>1996</strong>, compared with 6,018 as of December 31, 1995.
Net capital employed<br />
Net working capital<br />
(in billions of lire)<br />
Net indebtedness<br />
(in billions of lire)<br />
Stockholders' equity<br />
(in billions of lire)<br />
Cash flows<br />
Net income<br />
(in billions of lire)<br />
2000<br />
1000<br />
500<br />
400<br />
300<br />
200<br />
100<br />
-100<br />
-200<br />
0<br />
0<br />
2000<br />
1500<br />
1000<br />
500<br />
800<br />
600<br />
400<br />
200<br />
0<br />
0<br />
868 953 1315 1552 1851 1836 1712<br />
653 655 880 1122 1269 1285 1137<br />
1990 1991 1992 1993 1994 1995 <strong>1996</strong><br />
171 325 425 303 140 -133<br />
1991 1992 1993 1994 1995 <strong>1996</strong><br />
587 717 923 1063 1504 1657 1821<br />
1990 1991 1992 1993 1994 1995 <strong>1996</strong><br />
338 425 458 594 526 614 668<br />
133 165 185 208 210 220 246<br />
1990 1991 1992 1993 1994 1995 <strong>1996</strong>
Consolidated financial statements<br />
as of December 31, 1995 and <strong>1996</strong>
Consolidated balance sheet as of December 31, 1995 and <strong>1996</strong><br />
Assets<br />
B FIXED ASSETS<br />
I Intangible fixed assets<br />
(in millions of Lire) (Thousands<br />
of US $) (1)<br />
12/31/95 12/31/96 12/31/96<br />
1 start-up and expansion expenses 17,349 11,458 7,543<br />
2 research, development and advertising expenses 867 819 539<br />
3 industrial patents and intellectual property rights 1,021 1,408 927<br />
4 concessions, licenses, trademarks and similar rights 11,289 10,417 6,858<br />
5 goodwill and consolidation differences 18,164 21,516 14,165<br />
6 assets in course of formation and advance payments 3,340 3,101 2,041<br />
7 other intangible fixed assets 22,626 31,789 20,928<br />
Total intangible fixed assets 74,656 80,508 53,001<br />
II Tangible fixed assets<br />
1 real estate 354,687 340,414 224,104<br />
2 plant and machinery 192,883 179,251 118,006<br />
3 industrial and commercial equipment 3,919 5,931 3,904<br />
4 other assets 60,342 60,912 40,100<br />
5 assets under construction and advances to suppliers 6,186 5,758 3,791<br />
Total tangible fixed assets 618,017 592,266 389,905<br />
III Financial fixed assets<br />
1 equity investments in:<br />
(a) subsidiary companies 39,991 39,098 25,740<br />
(b) associated companies 4,253 1,653 1,088<br />
(d) other companies 2,907 2,490 1,639<br />
Total equity investments 47,151 43,241 28,467<br />
2 financial receivables due from:<br />
(a) subsidiaries<br />
- within 12 months 336 - -<br />
- beyond 12 months 749 - -<br />
Total financial receivables due from subsidiaries 1,085 - -<br />
(d) third parties<br />
- within 12 months 10,192 5,223 3,438<br />
- beyond 12 months 34,162 14,976 9,859<br />
Total financial receivables due from third parties 44,354 20,199 13,297<br />
Total financial receivables 45,439 20,199 13,297<br />
3 other securities 130,778 71,042 46,769<br />
Total financial fixed assets 223,368 134,482 88,533<br />
TOTAL FIXED ASSETS 916,041 807,256 531,439<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
C CURRENT ASSETS<br />
I Inventories<br />
(in millions of Lire) (Thousands<br />
of US $) (1)<br />
12/31/95 12/31/96 12/31/96<br />
1 raw materials, other materials and consumables 178,542 181,207 119,294<br />
2 work in progress and semimanufactured products 139,110 122,500 80,645<br />
4 finished goods and goods for resale 186,558 106,500 70,112<br />
5 advance payments to suppliers 2,153 1,085 714<br />
Total inventories 506,363 411,292 270,765<br />
II Accounts receivable<br />
1 trade receivables<br />
- within 12 months 1,237,358 1,245,928 820,229<br />
- beyond 12 months 731 10,708 7,049<br />
Total trade receivables 1,238,089 1,256,636 827,278<br />
2 subsidiary companies 7,585 3,604 2,373<br />
3 associated companies 54 1,501 988<br />
5 other receivables<br />
- within 12 months 157,735 81,071 53,371<br />
- beyond 12 months 1,347 920 606<br />
Total other receivables 159,082 81,991 53,977<br />
Total accounts receivable 1,404,810 1,343,732 884,616<br />
III Financial assets not held as fixed assets<br />
5 Treasury shares - 719 473<br />
6 other securities 290,081 659,300 434,036<br />
7 other financial receivables 127,244 4,399 2,896<br />
8 differentials on forward transactions:<br />
- within 12 months 74,647 71,735 47,225<br />
- beyond 12 months 6,244 3,268 2,151<br />
Total differentials on forward transactions 80,891 75,003 49,376<br />
Total financial assets not held as fixed assets 498,216 739,421 486,781<br />
IV Liquid funds<br />
1 bank and post office deposits 430,067 485,070 319,335<br />
2 checks 28,011 13,148 8,656<br />
3 banknotes and coins 541 694 457<br />
Total liquid funds 458,619 498,912 328,448<br />
TOTAL CURRENT ASSETS 2,868,008 2,993,357 1,970,610<br />
D ACCRUED INCOME AND PREPAID EXPENSES 53,030 63,649 41,902<br />
TOTAL ASSETS 3,837,079 3,864,262 2,543,951<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
Consolidated balance sheet as of December 31, 1995 and <strong>1996</strong><br />
Liabilities and stockholders' equity<br />
A STOCKHOLDERS' EQUITY<br />
(in millions of Lire) (Thousands<br />
of US $) (1)<br />
12/31/95 12/31/96 12/31/96<br />
I Capital stock 87,277 87,277 57,457<br />
II Additional paid-in capital 472,661 472,661 311,166<br />
III Revaluation reserves 45,028 46,202 30,416<br />
IV Legal reserve 17,455 17,455 11,491<br />
V Reserves for treasury shares held - 719 473<br />
VII Other reserves 814,282 950,880 625,991<br />
IX Net income for the year 220,255 245,642 161,713<br />
<strong>Group</strong> interest in stockholders' equity 1,656,958 1,820,836 1,198,707<br />
Minority interests 38,863 24,603 16,197<br />
TOTAL STOCKHOLDERS' EQUITY 1,695,821 1,845,439 1,214,904<br />
B RESERVES FOR RISKS AND CHARGES<br />
2 taxation 7,650 7,926 5,218<br />
3 other 82,151 55,529 36,556<br />
TOTAL RESERVES FOR RISKS AND CHARGES 89,801 63,455 41,774<br />
C RESERVE FOR EMPLOYEE<br />
TERMINATION INDEMNITIES 58,736 62,521 41,159<br />
D ACCOUNTS PAYABLE<br />
1 bonds<br />
- within 12 months - 34,986 23,032<br />
- beyond 12 months 279,527 235,775 155,218<br />
Total bonds 279,527 270,761 178,250<br />
2 convertible bonds repayable beyond 12 months 300 300 197<br />
3 due to banks<br />
- within 12 months 730,024 804,787 529,813<br />
- beyond 12 months 204,069 80,543 53,024<br />
Total due to banks 934,093 885,330 582,837<br />
4 due to other providers of finance<br />
- within 12 months 10,910 13,369 8,801<br />
- beyond 12 months 16,519 15,262 10,048<br />
Total due to other providers of finance 27,429 28,631 18,849<br />
5 advances from customers 2,771 2,975 1,959<br />
6 trade payables 517,298 540,043 355,525<br />
7 securities issued<br />
- within 12 months 10,019 6,055 3,986<br />
- beyond 12 months 1,811 708 466<br />
Total securities issued 11,830 6,763 4,452<br />
8 due to subsidiary companies 2,227 2,523 1,661<br />
9 due to associated companies 385 205 135<br />
11 due to the tax authorities 98,574 48,982 32,246<br />
12 due to social security and welfare institutions 16,441 16,675 10,978<br />
13 other payables<br />
- within 12 months 31,713 28,567 18,806<br />
- beyond 12 months 2,123 1,909 1,257<br />
Total other payables 33,836 30,476 20,063<br />
TOTAL ACCOUNTS PAYABLE 1,924,711 1,833,664 1,207,152<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
E ACCRUED EXPENSES AND DEFERRED INCOME<br />
(in millions of Lire) (Thousands<br />
of US $) (1)<br />
12/31/95 12/31/96 12/31/96<br />
1 accrued expenses and deferred income 67,423 58,793 38,705<br />
2 premiums on bond issues 587 390 257<br />
TOTAL ACCRUED EXPENSES<br />
AND DEFERRED INCOME 68,010 59,183 38,962<br />
TOTAL LIABILITIES<br />
AND STOCKHOLDERS' EQUITY 3,837,079 3,864,262 2,543,951<br />
DISCLOSURE OF:<br />
COMMITMENTS, CONTINGENCIES<br />
AND MEMORANDUM ACCOUNTS<br />
Guarantees given<br />
Guarantees 12,979 10,560 6,952<br />
Endorsements 970 - -<br />
Other 148 1,144 753<br />
Secured guarantees given<br />
To secure recorded payables - mortgages 69,991 91,171 60,020<br />
Purchase commitments - 1,418 933<br />
Sale commitments - 7,130 4,694<br />
Guarantees received<br />
Notes lodged by third parties 20 20 13<br />
Guarantees given by third parties 19,198 7,845 5,165<br />
Other<br />
Securities to be sold forward 9,645 - -<br />
Currency to be sold forward 5,674,873 3,744,604 2,465,177<br />
Currency to be purchased forward 3,204,780 2,050,226 1,349,721<br />
Restricted receivables 8,133 25,474 16,770<br />
Notes presented for discount 4,412 8,893 5,855<br />
TOTAL COMMITMENTS, CONTINGENCIES<br />
AND MEMORANDUM ACCOUNTS 9,005,149 5,948,485 3,916,053<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
Consolidated statements of income for the years ended December 31, 1995 and <strong>1996</strong><br />
A VALUE OF PRODUCTION<br />
(in millions of Lire) (Thousands<br />
of US $) (1)<br />
1995 <strong>1996</strong> <strong>1996</strong><br />
1 Revenues from sales and services 2,939,134 2,871,108 1,890,131<br />
2 Changes in work in progress, semi-manufactured<br />
products and finished goods (9,814) (81,220) (53,469)<br />
4 Capitalization of internal work 2,292 3,608 2,375<br />
5 Other income and revenues 25,427 18,669 12,290<br />
TOTAL VALUE OF PRODUCTION 2,957,039 2,812,165 1,851,327<br />
B PRODUCTION COSTS<br />
6 Raw material, other materials, consumables<br />
and goods for resale 924,736 790,437 520,367<br />
7 Services received 1,017,756 1,035,382 681,621<br />
8 Leases and rentals 44,729 37,561 24,727<br />
9 Payroll and related costs:<br />
a wages and salaries 241,934 229,049 150,790<br />
b social security contributions 76,182 77,474 51,003<br />
c employee termination indemnities 17,114 13,752 9,053<br />
e other costs 2,036 1,353 891<br />
Total payroll and related costs 337,266 321,628 211,737<br />
10 Amortization, depreciation and writedowns:<br />
a amortization of intangible fixed assets 19,248 18,461 12,153<br />
b depreciation of tangible fixed assets 81,741 76,451 50,330<br />
d writedown of current receivables and of liquid funds 60,839 78,304 51,550<br />
Total amortization, depreciation and writedowns 161,828 173,216 114,033<br />
11 Changes in raw materials, other materials,<br />
consumables and goods for resale (28,221) (2,825) (1,860)<br />
12 Provisions to risk reserves 7,357 13,638 8,978<br />
14 Other operating costs 51,350 49,162 32,365<br />
TOTAL PRODUCTION COSTS 2,516,801 2,418,199 1,591,968<br />
DIFFERENCE BETWEEN VALUE AND<br />
COST OF PRODUCTION 440,238 393,966 259,359<br />
C FINANCIAL INCOME AND EXPENSE<br />
15 Income from equity investments 11,891 6,223 4,097<br />
16 Other financial income:<br />
a from receivables held as financial fixed assets<br />
- subsidiary companies 94 75 50<br />
- other companies 506 506 333<br />
600 581 383<br />
b from securities held as financial fixed assets<br />
not representing equity investments 17,141 15,821 10,415<br />
c from securities included among current assets<br />
not representing equity investments 27,663 24,635 16,218<br />
d Financial income other than the above<br />
- subsidiary companies 586 227 149<br />
- associated companies - 6 4<br />
- other companies 544,741 504,835 332,347<br />
545,327 505,068 332,500<br />
Total other financial income 590,731 546,105 359,516<br />
17 Interest and other financial expense 593,008 448,435 295,217<br />
TOTAL FINANCIAL INCOME AND EXPENSE 9,614 103,893 68,396
D ADJUSTMENTS TO FINANCIAL ASSETS<br />
(in millions of Lire) (Thousands<br />
of US $) (1)<br />
1995 <strong>1996</strong> <strong>1996</strong><br />
18 Revaluations:<br />
a of equity investments 445 171 112<br />
c of securities included among current assets<br />
not representing equity investments - 155 102<br />
Total revaluations 445 326 214<br />
19 Writedowns:<br />
a of equity investments 5,807 1,406 926<br />
c of securities included among current assets<br />
not representing equity investments 3,118 417 274<br />
Total writedowns 8,925 1,823 1,200<br />
TOTAL ADJUSTMENTS TO FINANCIAL ASSETS (8,480) (1,497) (986)<br />
E EXTRAORDINARY INCOME AND EXPENSE<br />
20 Income:<br />
- gains on disposals 2,652 7,318 4,818<br />
- other 14,210 9,216 6,067<br />
Total income 16,862 16,534 10,885<br />
21 Expense:<br />
- losses on disposals 3,673 2,030 1,337<br />
- taxes relating to prior years 508 61 40<br />
- other 42,958 53,638 35,311<br />
Total expense 47,139 55,729 36,688<br />
TOTAL EXTRAORDINARY INCOME AND EXPENSE (30,277) (39,195) (25,803)<br />
RESULTS BEFORE INCOME TAXES 411,095 457,167 300,966<br />
22 Current income taxes 188,659 206,638 136,036<br />
Income before minority interests 222,436 250,529 164,930<br />
Income attributable to minority interests (2,181) (4,887) (3,217)<br />
26 NET INCOME FOR THE YEAR 220,255 245,642 161,713<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated<br />
statements.
Statement of changes in consolidated stockholders’ equity<br />
for the years ended December 31, 1994, 1995, and <strong>1996</strong><br />
Surplus from Other reserves<br />
Additional monetary and Net income<br />
(in millions of Lire)<br />
Capital paid-in revaluation retained for Total<br />
Stock capital of assets earnings the year<br />
BALANCES AS OF DECEMBER 31, 1993 81,777 186,661 46,222 540,580 208,038 1,063,278<br />
Allocation of 1993 net income to reserves - - - 208,038 (208,038) -<br />
Capital increase 5,500 286,000 - - - 291,500<br />
Dividends distributed, as approved at the<br />
stockholders' meeting held on May 25, 1994 - - - (67,203) - (67,203)<br />
Effect of deconsolidating subsidiary<br />
companies<br />
Differences arising from the translation of<br />
- - (1,106) 1,106 - -<br />
foreign currency financial statements - - - 6,361 - 6,361<br />
Net income for the year - - - - 210,220 210,220<br />
BALANCES AS OF DECEMBER 31, 1994 87,277 472,661 45,116 688,882 210,220 1,504,156<br />
Allocation of 1994 net income to reserves - - - 210,220 (210,220) -<br />
Dividends distributed, as approved at the<br />
stockholders' meeting held on April 27, 1995 - - - (69,821) - (69,821)<br />
Transfer to extraordinary reserve<br />
of a part of surplus following the<br />
monetary revaluation of assets - - (88) 88 - -<br />
Differences arising from the translation of<br />
foreign currency financial statements - - - 2,368 - 2,368<br />
Net income for the year - - - - 220,255 220,255<br />
BALANCES AS OF DECEMBER 31, 1995 87,277 472,661 45,028 831,737 220,255 1,656,958<br />
Allocation of 1995 net income to reserves - - - 220,255 (220,255) -<br />
Dividends distributed, as approved at the<br />
stockholders' meeting held on April 30, <strong>1996</strong> - - - (74,185) - (74,185)<br />
Monetary revaluation of fixed assets<br />
carried out by a Spanish subsidiary in<br />
accordance with local legislation - - 1,174 - - 1,174<br />
Differences arising from the translation of<br />
foreign currency financial statements - - - (8,753) - (8,753)<br />
Net income for the year - - - - 245,642 245,642<br />
BALANCES AS OF DECEMBER 31, <strong>1996</strong> 87,277 472,661 46,202 969,054 245,642 1,820,836<br />
Balances as of December 31, <strong>1996</strong><br />
(thousands of US $) (1) 57,457 311,166 30,416 637,955 161,713 1,198,707<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
Statement of changes in minority interests<br />
for the year ended December 31, <strong>1996</strong><br />
(in millions of Lire)<br />
Capital and Net Total<br />
reserves income<br />
BALANCES AS OF DECEMBER 31, 1995 36,682 2,181 38,863<br />
Allocation of 1995 net income 2,181 (2,181) -<br />
Capital stock increase 156 - 156<br />
Purchase of equity investments (1,825) - (1,825)<br />
Disposal of equity investments and companies in liquidation (11,245) - (11,245)<br />
Deconsolidation of companies (587) - (587)<br />
Dividends distributed (4,812) - (4,812)<br />
Translation differences (834) - (834)<br />
Net income for the year - 4,887 4,887<br />
BALANCES AS OF DECEMBER 31, <strong>1996</strong> 19,716 4,887 24,603
Statements of consolidated cash flows for the years ended<br />
December 31, 1994, 1995 and <strong>1996</strong> (in millions of Lire) (Thousands<br />
Cash flows from operating activities<br />
of US $) (1)<br />
1994 1995 <strong>1996</strong> <strong>1996</strong><br />
Income before minority interests 207,189 222,436 250,529 164,930<br />
Depreciation and amortization 95,612 100,989 94,912 62,483<br />
Amortization of deferred charges on long-term loans 1,832 2,033 4,596 3,026<br />
Provision for collection losses and other non-cash charges 82,537 84,615 103,616 68,213<br />
Provision/(utilization) of exchange fluctuations reserve (7,400) (4,139) 9,137 6,015<br />
Extraordinary provision for contingencies - 25,398 19,236 12,664<br />
Provision for income taxes 150,554 188,659 206,638 136,035<br />
Losses (gains) on disposal of assets, investments, net 4,579 13,877 7,695 5,066<br />
Payment of termination indemnities and use of other reserves (9,271) (19,547) (28,523) (18,777)<br />
Self-financing 525,632 614,321 667,836 439,655<br />
Payment of taxes (250,458) (149,553) (175,755) (115,704)<br />
Increase in accounts receivable (100,768) (106,688) (112,045) (73,762)<br />
(Increase) decrease in other operating receivables (69,621) 28,301 (9,450) (6,221)<br />
(Increase) decrease in inventories (47,988) (17,202) 79,169 52,119<br />
(Decrease) increase in accounts payable (18,338) 13,670 22,286 14,671<br />
(Decrease) increase in other operating payables and accruals 37,101 (14,006) (12,908) (8,498)<br />
Increase in operating capital (199,614) (95,925) (32,948) (21,691)<br />
Net cash flows from operating activities 75,560 368,843 459,133 302,260<br />
Cash flows from investing activities<br />
Purchase of new consolidated subsidiaries (21,701) (17,994) (16,926) (11,143)<br />
Purchase of tangible fixed assets (108,952) (120,605) (81,061) (53,365)<br />
Investment in intangible fixed assets (32,580) (16,068) (29,788) (19,610)<br />
Sales of tangible fixed assets 24,344 26,381 30,191 19,876<br />
Disposal of intangible fixed assets 1,754 650 4,530 2,982<br />
Net change in investment-related receivables and payables (2,512) 660 1,842 1,213<br />
Net cash used in investing activities (139,647) (126,976) (91,212) (60,047)<br />
Cash flows from other investing activities<br />
Purchase of investments (358) (8,318) (3,429) (2,257)<br />
Purchase of investments to be consolidated (29,613) (11,269) (18,781) (12,364)<br />
Sales of investments 24,463 7,793 3,987 2,624<br />
(Increase) decrease in other financial assets (6,614) (1,464) 19,610 12,910<br />
Net cash used in other investing activities (12,122) (13,258) 1,387 913<br />
Payment of dividends (80,200) (75,719) (78,997) (52,006)<br />
Net financing (requirement) surplus (156,409) 152,890 290,311 191,120<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.
Cash flows from financing activities<br />
(in millions of Lire) (Thousands<br />
of US $) (1)<br />
1994 1995 <strong>1996</strong> <strong>1996</strong><br />
Change in stockholders' equity 300,767 4,900 1,384 911<br />
Change in short-term borrowing (158,270) 99,378 253,564 166,928<br />
Proceeds from issuance of long-term debt 56,422 52,703 36,498 24,028<br />
Repayment of long-term debt (147,932) (75,937) (358,931) (236,294)<br />
Change in securities held as fixed assets (133,784) (1,069) 58,301 38,381<br />
Increase in other financial assets (2,588) (11,361) (4,933) (3,248)<br />
Decrease in other financial assets 2,871 17,854 12,017 7,911<br />
Assets leased to third parties 77,006 156 174 115<br />
Decrease in lease financing (6,340) 1,883 2,261 1,488<br />
Net cash provided (used) by financing activities (11,848) 88,507 335 220<br />
Effect of translation adjustments (1,510) (15,217) 40,978 26,977<br />
Net increase (decrease) in cash and cash equivalents (2) (169,767) 226,180 331,624 218,317<br />
Cash and cash equivalents of newly acquired and disposed<br />
of subsidiaries, net (5,442) (5,768) (4,876) (3,210)<br />
Effect of translation adjustment on cash and cash equivalents 5,419 12,257 (39,362) (25,913)<br />
Cash and cash equivalents at the beginning of the year 813,065 643,275 875,944 576,659<br />
Cash and cash equivalents at the end of the year 643,275 875,944 1,163,330 765,853<br />
Supplemental disclusures of cash flow information:<br />
Cash paid during the year for interest expense 234,492 156,156 183,590 120,862<br />
<strong>The</strong> "Payment of taxes" and "Change in other operating receivables" captions are stated net of tax credits totaling Lire 60,855<br />
million, which were transferred within the <strong>Group</strong> in order to reduce the payment of outstanding taxes and advances.<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
(2) Cash and cash equivalents include liquid funds, other securities and other financial receivables considered financial assets<br />
not held as fixed assets.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
AS OF DECEMBER 31, 1995 AND <strong>1996</strong><br />
<strong>The</strong> consolidated financial statements have been prepared in conformity with Chapter III of<br />
Decree 127/1991 of April 9, 1991, which implements the EC VII Directive. <strong>The</strong> notes to the consolidated<br />
financial statements explain, analyze and, in some cases, supplement the data reported on the face of<br />
the financial statements and include information required by article 38 and other provisions of<br />
Decree 127/1991. Additional information is also provided in order to present a true and fair view of the<br />
financial and operating position of the <strong>Group</strong>, even where this is not required by specific legislation.<br />
In order to assist the reader of the financial statements in understanding the <strong>Group</strong>’s financial<br />
performance during the three year period ended December 31, <strong>1996</strong>, the <strong>Group</strong> has presented in<br />
appendix 3 the consolidated statements of income for each of the three years in the period ended<br />
December 31, <strong>1996</strong> and in appendix 2 the consolidated balance sheets as of December 31, 1995 and<br />
<strong>1996</strong> in a format consistent with an international format.<br />
Unless otherwise specified, amounts indicated in these notes are expressed in millions of Italian Lire.<br />
1. Activities of the <strong>Group</strong><br />
<strong>Benetton</strong> <strong>Group</strong> S.p.A. the Parent Company, and its subsidiary companies (collectively the "<strong>Group</strong>")<br />
primarily manufacture and market fashion apparel in wool, cotton and woven fabrics.<br />
<strong>The</strong> manufacture of finished articles from raw materials is primarily undertaken in Italy, partly within the<br />
<strong>Group</strong> and partly using subcontractors, whereas marketing is carried out through an extensive sales<br />
network both in Italy and abroad. This network consists of sales representatives and specialty stores that<br />
are almost exclusively independently owned.<br />
2. Form and content of the consolidated financial statements<br />
<strong>The</strong> consolidated financial statements and related notes have been translated into English from the<br />
original version in Italian. <strong>The</strong>y have been prepared in accordance with the accounting principles<br />
established by the Italian Accounting Profession, which may differ in certain respects from the principles<br />
generally accepted in other countries.<br />
<strong>The</strong> consolidated financial statements of the <strong>Group</strong> include the financial statements as of<br />
December 31, <strong>1996</strong> of <strong>Benetton</strong> <strong>Group</strong> S.p.A. and all the Italian and foreign companies in which the<br />
parent company holds, directly or indirectly, the majority of the voting rights. <strong>The</strong>y also include the<br />
accounts of some 50%-owned companies over which the <strong>Group</strong> exercises a dominant influence. <strong>The</strong><br />
companies included within the scope of consolidation are listed in appendix 1.<br />
<strong>The</strong> financial statements utilized for the consolidation are those prepared for approval at the<br />
stockholders' meetings. <strong>The</strong> financial statements of foreign subsidiaries have been reclassified, where<br />
necessary, for consistency with the format adopted by the parent company.<br />
<strong>The</strong> consolidated financial statements have been adjusted to comply with the accounting policies laid<br />
down by Decree 127/1991, those recommended by the Italian Accounting Profession and, in the<br />
absence thereof, by those established by the International Accounting Standards Committee (I.A.S.C.),<br />
consistently applied throughout the <strong>Group</strong>. In addition, the financial statements of minor subsidiaries<br />
located in highly inflationary countries are adjusted to reflect changes in the purchasing power of the<br />
local currencies.
<strong>The</strong> significant differences between the <strong>Group</strong>'s policies and accounting principles generally accepted<br />
in the United States, along with the related adjustments to consolidated net income and equity, are<br />
described in Note 32.<br />
A reconciliation between stockholders' equity and net income as reported in the statutory financial<br />
statements of the parent company, <strong>Benetton</strong> <strong>Group</strong> S.p.A., and the consolidated stockholders' equity<br />
and net income of the <strong>Group</strong> is presented within the note on stockholders' equity (notes 19 and 20).<br />
3. Principles of consolidation<br />
<strong>The</strong> most significant consolidation principles adopted in the preparation of the consolidated financial<br />
statements are as follows:<br />
(a) <strong>The</strong> assets and liabilities of subsidiary companies are consolidated on a line-by-line basis and the<br />
carrying value of investments held by the parent company and other consolidated subsidiaries is<br />
eliminated against the related stockholders' equity accounts.<br />
(b) When a company is consolidated for the first time, any positive difference emerging from the<br />
elimination of its carrying value on the basis indicated in (a) above, is allocated, where applicable,<br />
to the assets of the subsidiary. Any excess arising upon consolidation is accounted for as a<br />
"consolidation adjustment" and is classified as "Goodwill and consolidation differences". Negative<br />
differences are classified within the caption "Reserve for risks and charges arising on consolidation" if<br />
they reflect estimated future losses, otherwise, they are classified as part of the "Consolidation<br />
reserve" within stockholders' equity. Goodwill is amortized over its estimated useful life.<br />
(c) Intercompany receivables and payables, costs and expenses, and all significant transactions<br />
between consolidated companies, including the intra-<strong>Group</strong> payment of dividends, are eliminated.<br />
Unrealized intercompany profits and gains and losses arising from transactions between <strong>Group</strong><br />
companies are also eliminated.<br />
(d) <strong>The</strong> minority stockholders' interests in the net assets and results for the year of consolidated<br />
subsidiaries is classified separately as "Minority interests" in the consolidated balance sheet and as<br />
“Income/(losses) attributable to minority interests” in the consolidated statement of income.<br />
(e) <strong>The</strong> financial statements of foreign subsidiaries, including those operating in countries with hyperinflationary<br />
economies, are translated into Italian Lire using year-end exchange rates for balance<br />
sheet items and average exchange rates for the year for statement of income items. Differences<br />
arising from the translation into Lire of foreign currency financial statements are reflected directly in<br />
consolidated stockholders' equity.<br />
<strong>The</strong> value of the stockholders' equity of foreign subsidiaries is hedged against exchange risks, mainly<br />
through the forward sale of currency. Any exchange differences arising from such capital hedging<br />
operations are classified as "Translation differences" and therefore adjust consolidated equity.<br />
Since 1994 the difference between the spot and forward exchange rates relating to these capital<br />
hedges is recorded as part of "Other financial income" within the statement of income (see note 27).
4. Accounting policies<br />
<strong>The</strong> accounting policies adopted in the preparation of the consolidated financial statements are<br />
consistent with those applied by the Parent Company, as summarized below:<br />
Intangible fixed assets<br />
<strong>The</strong>se are recorded at purchase cost, including related charges.<br />
Trademarks are stated at registration or purchase cost, as revalued as of December 31, 1983, in<br />
accordance with the provisions of Law 72 of March 19, 1983. <strong>The</strong> related revaluation surplus was<br />
credited to a specific stockholders' equity reserve. <strong>The</strong> amount is stated net of accumulated<br />
amortization, which is generally provided over twenty years.<br />
Intangible fixed assets are written down in cases where, regardless of the amortization accumulated,<br />
there is a permanent loss in value. <strong>The</strong> value of such assets is reinstated in future accounting periods<br />
should the reasons for such writedowns no longer apply.<br />
Costs deferred in connection with expansion projects and other deferred charges are amortized on a<br />
straight-line basis over the period they are expected to benefit, which is generally five years. Patents are<br />
amortized over three years.<br />
Goodwill and consolidation differences are amortized over ten years.<br />
Tangible fixed assets<br />
<strong>The</strong>se are recorded at purchase or construction cost, as adjusted in certain circumstances through the<br />
application of specific monetary revaluation laws. Cost includes related charges and direct or indirect<br />
expenses reasonably attributable to the individual assets. Tangible fixed assets transferred within the<br />
<strong>Group</strong> as of December 31, 1980, were recorded at appraised values.<br />
<strong>The</strong> principal Italian <strong>Group</strong> companies restated the majority of their assets as of December 31, 1983 in a<br />
monetary revaluation in accordance with the provisions of Law 72 of March 19, 1983. <strong>The</strong>se companies<br />
were also obliged by Law 413 of December 30, 1991 to revalue their real estate holdings.<br />
In <strong>1996</strong>, a Spanish subsidiary restated its tangible fixed assets by Lire 1,210 million in a monetary<br />
revaluation in accordance with local legislation (Royal Decree 2607/96).<br />
Depreciation is computed on a straight-line basis using rates considered to reflect the estimated useful<br />
lives of tangible fixed assets. Half the annual depreciation rates are charged in the year the assets enter<br />
service.<br />
Tangible fixed assets are written down in cases where, regardless of the depreciation accumulated,<br />
there is a permanent loss in value. <strong>The</strong> value of such assets is reinstated in future accounting periods<br />
should the reasons for such writedowns no longer apply.<br />
<strong>The</strong> principal depreciation rates applied by consolidated companies are as follows:<br />
Buildings 3%<br />
Plant and machinery 8% - 17.5%<br />
Industrial and commercial equipment 25%<br />
Furniture, furnishings and electronic<br />
machines<br />
12% - 20%<br />
Vehicles 20% - 25%<br />
Aircraft 5%<br />
Ordinary maintenance costs are expensed as incurred. Costs that significantly improve or extend the<br />
life of an asset are capitalized and depreciated over its life.<br />
Assets acquired under finance leases are stated at their fair value at the start of the lease and the<br />
capital portion of the lease installments is recorded as a liability. Such assets are depreciated over their<br />
economic useful lives on the same basis as other tangible fixed assets.
Financial fixed assets<br />
Investments in subsidiaries not consolidated on a line-by-line basis, together with those in associated<br />
companies, are accounted for on an equity basis, as adjusted, where significant, to eliminate the<br />
<strong>Group</strong>'s share of unrealized intercompany profits. <strong>The</strong> difference between the cost and the net equity<br />
of investments at the time they were acquired is allocated on the basis described in paragraph (b) of<br />
the consolidation principles. Equity investments of less than 20% in other companies are stated at cost,<br />
as written down where there is a permanent loss in value.<br />
<strong>The</strong> original value of these investments is reinstated in future accounting periods should the reasons for<br />
such writedowns no longer apply.<br />
Assets leased to third parties are recorded using lease accounting methodology. This involves<br />
eliminating the related fixed asset and accumulated depreciation accounts and recording the<br />
outstanding capital element of lease contracts as an asset. <strong>The</strong> excess of lease charges over the cost of<br />
the related asset is recognized as interest income on an accrual basis.<br />
Receivables included among financial fixed assets are stated at their estimated realizable value.<br />
Other securities held as financial fixed assets are stated at cost, as written down where there is a<br />
permanent loss in value, taking into account any accrued issue premiums and discounts.<br />
Inventories<br />
Inventories are stated at the lower of purchase or manufacturing cost, generally determined on a<br />
weighted average cost basis, or their market or net realizable value.<br />
Manufacturing cost includes raw materials and all direct or indirect production-related expenses.<br />
<strong>The</strong> calculation of estimated realizable value includes any manufacturing costs to be incurred and<br />
direct selling expenses. Obsolete and slow-moving inventories are written down to their useful or net<br />
realizable value.<br />
Accounts receivable and payable<br />
Accounts receivable and payable are stated at face value. Receivables are recorded at their<br />
estimated realizable value, net of appropriate allowances for doubtful accounts determined on a<br />
prudent basis.<br />
Other securities not held as fixed assets<br />
Such securities are stated at the lower of purchase cost or market value at the balance sheet date.<br />
<strong>The</strong> original value of these investments is reinstated in future accounting periods should the reasons for<br />
such writedowns no longer apply.<br />
Securities acquired subject to resale commitments represent the temporary investment of funds and are<br />
classified among other financial receivables and recorded at cost, which includes accrued interest. <strong>The</strong><br />
difference between the spot and forward prices of such securities is accounted for as interest income<br />
and recognized as income on an accruals basis.<br />
Accruals and deferrals<br />
<strong>The</strong>se are recorded to match costs and revenues in the accounting periods to which they relate.<br />
Reserves for risks and charges<br />
<strong>The</strong>se reserves cover known or likely losses, the timing and amount of which cannot be determined at<br />
year-end. Provisions reflect the best estimate of losses to be incurred based on the information<br />
available.<br />
Use of estimates<br />
<strong>The</strong> preparation of financial statements in conformity with generally accepted accounting principles<br />
requires management to make estimates and assumptions that affect the reported amounts of assets<br />
and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements<br />
and the reported amounts of revenues and expenses during the reporting period. Actual results could<br />
differ from those estimates.
Reserve for employee termination indemnities<br />
This reserve represents the liability of Italian companies within the <strong>Group</strong> for indemnities payable upon<br />
termination of employment, accrued in accordance with labor laws and labor agreements in force.<br />
This liability is subject to annual revaluation using officially-established indices.<br />
Transactions in foreign currencies<br />
Transactions in foreign currencies are recorded using the exchange rates in effect at the transaction<br />
dates. Exchange gains or losses realized during the year are included in the consolidated statement of<br />
income. Foreign currency receivables and payables not hedged are reviewed using year-end<br />
exchange rates. A resulting net loss is credited to the exchange fluctuation reserve, which is classified<br />
among reserves for risks and charges-other, and debited to other financial expense in the consolidated<br />
statement of income. No adjustment is recorded for resulting net gains. Hedged receivables are not<br />
restated if no further exchange gains or losses would arise on collection.<br />
Income and expense relating to forward exchange contracts that hedge identifiable foreign currency<br />
assets, liabilities or contractual obligations are reflected in the consolidated statement of income upon<br />
expiration.<br />
Income relating to forward exchange contracts that were subsequently renegotiated are recorded in<br />
the consolidated statement of income in the year in which the renegotiation occured (Note 11).<br />
<strong>The</strong> value of forward contracts not hedging identifiable foreign currency assets, liabilities or contractual<br />
obligations are reviewed at year-end with reference to the difference between the forward exchange<br />
rates applicable to the contract at the balance sheet date and the contracted forward rates. Any net<br />
losses identified are charged to the consolidated statement of income.<br />
Refer to Note 27 for income and expense amounts recorded in the consolidated statement of income<br />
related to the above transactions.<br />
Fair value of financial instruments<br />
Financial instruments consist primarily of investments in cash, marketable securities, accounts<br />
receivable, accounts payable, debt obligations, forward exchange contracts, interest rate swap<br />
agreements and forward rate agreements.<br />
<strong>The</strong> fair value of debt obligations was estimated by discounting cash flows using interest rates currently<br />
available. <strong>The</strong> carrying amounts and estimated fair value of these obligations at December 31, <strong>1996</strong><br />
were Lire 370,357 million and Lire 375,267 million, respectively.<br />
Fair value of forward exchange contracts are discussed in Note 24. <strong>The</strong> interest rate swap agreements<br />
and forward rate agreements expire within three months and therefore their carrying value<br />
approximates fair value. <strong>The</strong> carrying value of remaining financial instruments approximates fair value<br />
due to the short-term and/or variable rate nature of these instruments.<br />
Revenue recognition<br />
Revenues from product sales are recognized at the time of shipment to the customer, which represents<br />
the moment when ownership passes.<br />
Expense recognition<br />
Expenses are recorded in accordance with the matching principle. Advertising costs are charged to<br />
income in the year in which they are incurred.
Income taxes<br />
Current income taxes are provided by each consolidated company on the basis of a reasonable<br />
estimate of their tax liability for the year, in accordance with applicable local regulations.<br />
<strong>The</strong> consolidated financial statements also include a provision for deferred taxes principally arising from<br />
the reversal of excess depreciation, from lease accounting adjustments and from gains on the disposal<br />
of tangible fixed assets. Deferred taxes are provided net of tax assets deriving from tax payments that<br />
will be recoverable when timing differences reverse and from consolidation adjustments. Deferred taxes<br />
are also provided on certain equity reserves in consideration of possible future dividend distributions<br />
within the <strong>Group</strong>, given the liquidity available.<br />
Provision is not made for possible income taxes on monetary revalutation reserves which are<br />
permanently reinvested or for the potential deferred tax asset related to tax loss carry forwards.<br />
Cash flows<br />
<strong>The</strong> statement of consolidated cash flows provides information by type of flow and activity. Readily<br />
marketable securities are treated as cash equivalents. This statement has been prepared in<br />
accordance with the accounting principles discussed in Note 2. <strong>The</strong> <strong>Group</strong> does not believe any<br />
material differences exist between this format and a format in accordance with United States Generally<br />
Accepted Accounting Principles.<br />
Financial statements and information expressed in US dollars<br />
<strong>The</strong> financial statements are presented in Italian Lire and, for <strong>1996</strong>, are also presented in US dollars solely<br />
for the convenience of the reader, at the year end exchange rate of US $ 1 = Lire 1,519, which was the<br />
noon buying rate of the US Federal Reserve Bank as of December 31, <strong>1996</strong>, the last business day of the<br />
year.<br />
No representation is made that Lire amounts have been, could have been, or could be converted into<br />
US dollars at that or any other rate.
OTHER INFORMATION<br />
5. Purchase of subsidiary companies and disposal of associated companies<br />
1994<br />
<strong>Benetton</strong> International N.V. acquired for £.11,000,000 (approximately Lire 28,000 million) full control over<br />
<strong>Benetton</strong> Engineering Ltd. from a subsidiary of Edizione Holding S.p.A.. <strong>The</strong> acquired company owns a<br />
50% stake in TWR <strong>Group</strong> Ltd., which has been treated as a subsidiary since the <strong>Benetton</strong> <strong>Group</strong> controls<br />
the majority of voting rights at ordinary meetings. TWR <strong>Group</strong> Ltd. principally designs and develops<br />
prototype racing cars.<br />
Among <strong>Group</strong> companies in Italy, the interest in Azimut S.p.A., a company involved in the shirt and<br />
blouse production and distribution activities, was increased from 50% to 75%. <strong>The</strong> same reorganization<br />
involved the disposal to third parties of the <strong>Group</strong>’s interests (50% in both cases) in Altana Uno S.p.A.<br />
and Columbia S.p.A., non-operating companies whose shirt-sector activities had previously been<br />
transferred to Azimut S.p.A..<br />
Texcontrol S.p.A. added to its manufacturing capacity by acquiring 100% of F.T. Srl, based in Follina<br />
(Treviso), a company specializing in the dyeing of wool fabrics. Two newly-formed wholly-owned<br />
subsidiaries also commenced operations under business rental agreements: Finitex S.p.A. specializes in<br />
the dyeing and printing of woven fabrics, and Tessuti di Pordenone S.p.A. is active in weaving.<br />
Galli Filati S.p.A., which manufactures and distributes carded woolen yarns, expanded by acquiring a<br />
plant in Caserta that specializes in the processing of this type of yarn.<br />
<strong>The</strong> <strong>Group</strong> increased from 50% to 90% its investment in <strong>Benetton</strong> <strong>Group</strong> Japan K.K..<br />
1995<br />
In pursuit of increasing efficiency among the manufacturing subsidiaries of the <strong>Group</strong>, Manifatture<br />
Stefani S.p.A. acquired from Texcontrol S.p.A. 100% of Finitex S.p.A. and 100% of Tessuti di Pordenone<br />
S.p.A..<br />
Maglificio Fontane S.p.A., now 75% owned by <strong>Benetton</strong> <strong>Group</strong>, acquired a 81% controlling interest in<br />
Maglifici Re.Mo. S.p.A. and took over this company’s activities in the processing of woolen knitwear.<br />
Maglifici Re.Mo. S.p.A. has since ceased operating.<br />
<strong>Benetton</strong> <strong>Group</strong> increased its 75% holding in Azimut S.p.A. to 100%, via the purchase from third parties of<br />
the remaining shares, and started direct production and distribution of shirts and blouses.<br />
Galli Filati S.p.A., completed the acquisition of 100% of the capital stock of Filma S.p.A., based in<br />
Valdagno (Vicenza), thereby adding the manufacture and processing of worsted woolen yarns to its<br />
range of activities.<br />
In the context of the program to strengthen and diversify the wool sector production cycle, Galli<br />
Filati S.p.A. also purchased a 50%-interest in the capital stock of Spiller S.p.A., based in Schio (Vicenza),<br />
which is active in raw materials and in wool and mixed-fiber fabrics.<br />
<strong>The</strong> <strong>Group</strong>'s international development plans have also targeted new geographic areas, particularly<br />
Tunisia, where <strong>Benetton</strong> Tunisia S.a.r.l., a wholly-owned subsidiary, has begun the production of an<br />
initially limited range of products, and Oporto (Portugal), where <strong>Benetton</strong> Lda., another wholly-owned<br />
subsidiary, has been formed for manufacturing and distribution purposes.<br />
An additional 50% of the capital stock of United Colors of <strong>Benetton</strong> do Brasil S.A. was acquired in<br />
December 1995 with a view to strengthen management control of the <strong>Group</strong>'s production and<br />
marketing structure in Brazil.
<strong>Benetton</strong> International N.V. has sold its holdings in <strong>Benetton</strong> Bosphorus Casual Wear A.S. (50%-interest)<br />
and in <strong>Benetton</strong> Sweden A.B..<br />
<strong>The</strong> <strong>Group</strong> also sold its interests in <strong>Benetton</strong> Chu-Shikoku Co. Ltd., Kyushu <strong>Benetton</strong> Co. Ltd., Tohoku<br />
<strong>Benetton</strong> Co. Ltd. and <strong>Benetton</strong> Chubu Co. Ltd., all marketing companies, as part of the corporate<br />
restructuring taking place in Japan.<br />
<strong>1996</strong><br />
In early <strong>1996</strong> the <strong>Group</strong> increased from 90% to 100% its investment in <strong>Benetton</strong> <strong>Group</strong> Japan K.K..<br />
Developments in the continuing process of reorganizing the <strong>Group</strong> structure included transferring the<br />
interest in Calzaturificio di Varese S.p.A., a company quoted on the over-the-counter market, to Benfin<br />
S.p.A., a wholly-owned subsidiary of <strong>Benetton</strong> <strong>Group</strong> S.p.A.. This interest was increased during the first<br />
semester of <strong>1996</strong> from 63.08% to 85.92%, through the purchase of a (22.84%) holding from Edizione<br />
Holding S.p.A.. Following receipt of the necessary official approvals, Benfin S.p.A. launched a Public<br />
Offer to purchase the remaining 14.08% of the subsidiary's capital stock. <strong>The</strong> Company increased its<br />
interest to 96.988%, giving rise to an obligatory "residual" Public Offer in 1997, after which, the interest has<br />
been increased to 98.539%. As a result Calzaturificio di Varese S.p.A. will be cancelled from stock's<br />
official quotation.<br />
Azimut S.p.A., in <strong>1996</strong> has been merged into the Parent Company.<br />
In addition, attention is drawn to the following:<br />
– start of operations by <strong>Benetton</strong> Gesfin S.p.A., as part of the reorganization of financial services<br />
provided to <strong>Group</strong> companies;<br />
– sale to third parties by <strong>Benetton</strong> <strong>Group</strong> Japan K.K. of 50% and 60% interests in, respectively, K.K. Via<br />
Veneto (formerly <strong>Benetton</strong> Kanto K.K.) and <strong>Benetton</strong> Kansai K.K.;<br />
– sale to third parties by United Colors of <strong>Benetton</strong> do Brasil S.A. of its entire, 100% investment in Unirio<br />
Comercio De Roupas Ltda.;<br />
– liquidation of United Agency K.K. and <strong>Benetton</strong> (Hong Kong) Ltd..<br />
<strong>Benetton</strong> International N.V. entered into an agreement to sell <strong>Benetton</strong> Engineering Ltd. in December<br />
<strong>1996</strong>. <strong>The</strong> sale is subject to receipt by the company, from the buyer, of the purchase price.
COMMENTS ON THE PRINCIPAL ASSET CAPTIONS<br />
(in millions of Lire)<br />
FIXED ASSETS<br />
6. Intangible fixed assets<br />
This caption consists of the following:<br />
12-31-1995 12-31-<strong>1996</strong><br />
Gross Net Gross Net<br />
Start-up and expansion expenses 30,752 17,349 27,940 11,458<br />
Research and development expenses 1,413 867 1,333 819<br />
Industrial patents and intellectual<br />
property rights<br />
Licenses, trademarks and similar rights 22,149 11,289 22,486 10,417<br />
Goodwill 1,016 622 2,435 1,875<br />
Consolidation differences 20,274 17,542 24,505 19,641<br />
Total goodwill and consolidation<br />
differences<br />
Assets in course of formation and<br />
advance payments<br />
Expenses related to bond issues<br />
and loans<br />
Costs for the purchase and<br />
development of software<br />
1,505<br />
21,290<br />
3,340<br />
11,671<br />
12,623<br />
1,021<br />
18,164<br />
3,340<br />
6,903<br />
5,593<br />
2,615<br />
26,940<br />
3,101<br />
7,322<br />
13,023<br />
1,408<br />
21,516<br />
Other 23,926 10,130 29,058 22,020<br />
Total other intangible fixed assets<br />
48,220 22,626<br />
3,101<br />
2,751<br />
7,018<br />
49,403 31,789<br />
Total 128,669 74,656 133,818 80,508<br />
Start-up and expansion expenses relate to capital stock increase costs of approximately Lire 7,600<br />
million (Lire 10,000 million as of December 31, 1995). <strong>The</strong> residual balance principally relates to<br />
corporate reorganization costs, as well as expenses incurred in prior years to launch the "Fabrica"<br />
project.<br />
Research and development expenses reflect the capitalization of costs incurred for the development of<br />
new products.<br />
As indicated above, the parent company revalued the original cost of a trademark during 1983, as<br />
allowed by Law 72 of March 19, 1983. <strong>The</strong> monetary revaluation, Lire 4,430 million, was allocated to the<br />
<strong>Group</strong>'s principal brandname.<br />
Consolidation differences amounting to Lire 19,641 million reflect the residual goodwill arising on the<br />
consolidation of the investments in Calzaturificio di Varese S.p.A.; Azimut S.p.A.; Filma S.p.A., owned by<br />
Galli Filati S.p.A.; Spiller S.p.A., owned by Stefani S.p.A.; <strong>Benetton</strong> <strong>Group</strong> Japan K.K.; <strong>Benetton</strong><br />
Engineering Ltd.; <strong>Benetton</strong> Retail (1988) Ltd., and United Colors of <strong>Benetton</strong> do Brasil S.A.. Consolidation<br />
differences are amortized over ten years, which is considered appropriate since this is consistent with<br />
the accounting policies currently applied in the sector in which <strong>Group</strong> companies operate.<br />
"Other" mainly comprises leasehold improvements.
7. Tangible fixed assets<br />
Tangible fixed assets, amounting to Lire 592,266 million, are stated net of accumulated depreciation<br />
totaling Lire 519,285 million.<br />
Additions, totaling Lire 81,061 million, mainly concern:<br />
– plant and machinery purchased by Italian manufacturing companies to improve the efficiency of<br />
their production processes;<br />
– completion of site works at the Castrette di Villorba industrial complex;<br />
– better layout of the dyeing departments at Castrette, with the installation of highly sophisticated<br />
machinery that has improved workflows.<br />
Sales and retirements, Lire 26,955 million, concern:<br />
– sale of buildings and plant at the Camisano Vicentino and Resana factories;<br />
– replacement of machinery used by Italian and French manufacturing companies with more<br />
technologically-advanced units.<br />
<strong>The</strong> depreciation charge for the year was Lire 76,451 million.<br />
<strong>The</strong> unamortized revaluations of tangible fixed assets still held as of December 31, <strong>1996</strong>, recorded in<br />
accordance with Laws 72 of March 19, 1983, and 413 of December 30, 1991, net of retirements and<br />
disposals, amount to Lire 2,225 million and Lire 23,037 million, respectively. In <strong>1996</strong>, a Spanish subsidiary<br />
restated its tangible fixed assets by Lire 1,210 million in a monetary revaluation in accordance with local<br />
legislation (Royal Decree 2607/96).<br />
Certain of the <strong>Group</strong>'s tangible fixed assets are pledged as security for long-term loans from banks and<br />
other providers of finance. <strong>The</strong> outstanding balance of such loans is Lire 89,360 million as of<br />
December 31, <strong>1996</strong>. Other tangible fixed assets are subject to reservation of title clauses that secure<br />
residual loans totaling Lire 1,811 million.<br />
Other assets include the following acquired under finance leases:<br />
12-31-1995 12-31-<strong>1996</strong><br />
Real estate 9,950 13,341<br />
Plant and machinery 11,372 12,590<br />
Other assets 407 314<br />
Less: accumulated depreciation (3,219) (4,180)<br />
Total 18,510 22,065<br />
Outstanding capital payments due to lessors as of December 31, <strong>1996</strong>, classified as amounts due to<br />
leasing companies, are reported in the Note 22 "Due to other providers of finance".<br />
<strong>The</strong> <strong>Group</strong> has not significant operating leases.
8. Financial fixed assets<br />
Equity investments<br />
As of the balance sheet date, equity investments not consolidated on a line-by-line basis are as follows:<br />
Subsidiary companies:<br />
12-31-1995 12-31-<strong>1996</strong><br />
% <strong>Group</strong><br />
ownership<br />
Book value % <strong>Group</strong><br />
ownership<br />
Book value<br />
- T.W.R. <strong>Group</strong> Ltd. 50% 36,399 50% 38,260<br />
- Other minor investments - 3,592 - 838<br />
Associated companies:<br />
- Texmantova S.p.A. 21.73% 4,253 - -<br />
- Other minor investments - - - 1,653<br />
Other companies - 2,907 - 2,490<br />
Total 47,151 43,241<br />
Investments in subsidiary companies, amounting to Lire 39,098 million, include Lire 38,260 million relating<br />
to T.W.R. <strong>Group</strong> Ltd., which is carried on an equity basis since it operates in a sector dissimilar to that of<br />
the rest of the <strong>Group</strong>. <strong>The</strong> inclusion of this company within the scope of the consolidation would have<br />
distorted the consolidated financial statements to the point where they would not have provided a true<br />
and fair view of the financial and operating position of the <strong>Group</strong>. <strong>The</strong> balance, Lire 838 million, relates<br />
to other minor subsidiary companies, mainly foreign trading companies, that are carried at cost since<br />
they are either not yet operating or are in liquidation at the balance sheet date.<br />
<strong>Benetton</strong> International N.V. entered into an agreement to sell <strong>Benetton</strong> Engineering Ltd. in December<br />
<strong>1996</strong>. <strong>The</strong> sale is subject to receipt by the company, from the buyer, of the purchase price.<br />
This subsidiary, which owns 50% of T.W.R. <strong>Group</strong> Ltd., is wholly owned by <strong>Benetton</strong> International N.V. <strong>The</strong><br />
agreed sale price, £stg. 16,000,000, will generate a gain of £stg. 858,000 with respect to the original cost<br />
incurred, plus related interest at market rates.<br />
Other investments primarily represent minority interests in Japanese retail companies.<br />
Equity investments are analyzed in detail in an attachment.<br />
<strong>The</strong> 21.73% interest in Texmantova S.p.A. was judged no longer relevant to <strong>Group</strong>'s diversification<br />
strategy and was accordingly sold.<br />
Financial receivables<br />
Financial receivables consist of the following:<br />
Financial receivables:<br />
Balance Maturities (in years) Balance<br />
12-31-1995 Within 1 1 to 5 Beyond 5 12-31-<strong>1996</strong><br />
- due within 12 months 10,019 4,170 - - 4,170<br />
- due beyond 12 months 3,355 - 1,629 15 1,644<br />
Assets leased to third parties:<br />
- due within 12 months 173 1,053 - - 1,053<br />
- due beyond 12 months 1,054 - - - -<br />
Guarantee deposits 29,753 - - 13,332 13,332<br />
Total 44,354 5,223 1,629 13,347 20,199<br />
Financial receivables earn interest at market rates.
Assets leased to third parties<br />
This caption relates to an industrial building leased to United Optical S.p.A..<br />
As is customary, the lessee is responsible for maintenance, insurance and other operating costs.<br />
<strong>The</strong> capital in the above leases is determined as follows:<br />
Remaining lease payments, net of<br />
12-31-1995 12-31-<strong>1996</strong><br />
residual purchase option 408 96<br />
Value of residual purchase option 1,000 1,000<br />
Less: unearned interest income (181) (43)<br />
Total 1,227 1,053<br />
<strong>The</strong> entire capital financed, Lire 1,053 million, will be collected when the lease contract expires in 1997.<br />
Guarantee deposits<br />
Guarantee deposits, Lire 13,332 million, include Lire 10,982 million in connection with the lease of real<br />
estate used by Japanese subsidiaries.<br />
Other securities held as financial fixed assets<br />
This caption comprises:<br />
Long-term Government bonds (BTP)<br />
maturing in 1998 at 10.5%<br />
Treasury Certificates cum Option (CTO)<br />
maturing in 1997 at 12.5% p.a.<br />
12-31-1995 12-31-<strong>1996</strong><br />
Book value Face value Book value Face value<br />
80,012<br />
50,000<br />
80,000<br />
50,000<br />
50,490<br />
20,000<br />
50,000<br />
20,000<br />
Other securities 766 765 552 552<br />
Total 130,778 130,765 71,042 70,552<br />
<strong>The</strong>se securities mainly represent the investment of liquidity by <strong>Benetton</strong> International N.V..<br />
<strong>The</strong> long-term bonds (B.T.P.) held at December 31, 1995, together with Treasury Certificates (CTO) with a<br />
nominal value of Lire 30,000 million, were repaid on maturity during <strong>1996</strong>. At the same time, the<br />
company acquired long-term bonds (B.T.P.), maturing in 1998, with a nominal value of Lire 50,000<br />
million.<br />
<strong>The</strong>se are stated at purchase cost, as adjusted by the accrued issue discount of Lire 305 million.<br />
Other securities comprise bonds issued by public agencies and others.<br />
Since these securities will be held until maturity, they are classified among financial fixed assets. <strong>The</strong>ir<br />
carrying value, taking into account any related hedging transactions (asset swaps), approximates their<br />
market value.
CURRENT ASSETS<br />
9. Inventories<br />
Inventories, Lire 411,292 million (Lire 506,363 million as of December 31, 1995), recorded net of the<br />
related inventory writedown reserve, consist of the following:<br />
Raw materials, other materials and<br />
consumables<br />
Work in progress and semimanufactured<br />
products<br />
12-31-1995 12-31-<strong>1996</strong><br />
4,501 5,292<br />
Finished goods 9,652 5,738<br />
Total 15,453 12,980<br />
<strong>The</strong> valuation of closing inventories at average cost is not appreciably different from their valuation at<br />
current purchase cost.<br />
10. Accounts receivable<br />
Trade receivables<br />
As of December 31, <strong>1996</strong>, trade receivables amount to Lire 1,256,636 million, of which approximately<br />
Lire 788,000 million are denominated in foreign currency (approximately Lire 821,900 million as of<br />
December 31, 1995).<br />
Open forward exchange contracts as of December 31, <strong>1996</strong> are used to hedge receivables totaling<br />
Lire 349,550 million and firm orders worth Lire 393,184 million at year-end exchange rates.<br />
Trade receivables also include Lire 139,733 million (Lire 148,280 million as of December 31, 1995) of bank<br />
receipts and notes deposited with financial institutions for collection.<br />
Additionally, this account includes approximately Lire 424,000 million relating to sales for the<br />
spring/summer season. In accordance with normal conditions of sale, the payment terms for the above<br />
amount commence from April 1997.<br />
<strong>The</strong> allowance for doubtful accounts as of December 31, <strong>1996</strong> amounts to Lire 168,883 million<br />
(Lire 169,935 million as of December 31, 1995).<br />
A prudent assessment of the specific and generic collection risks associated with receivables<br />
outstanding at year-end has resulted in suitable additional provisions to take account of the aging of<br />
certain balances and the difficult economic conditions in a number of markets.<br />
Lire 79,356 million was released from the allowance for doubtful accounts to cover losses during the<br />
year, while provisions for <strong>1996</strong> amounted to Lire 78,304 million compared with Lire 60,839 million in 1995.<br />
Amounts receivable from subsidiary and associated companies, Lire 1,501 million and Lire 3,604 million,<br />
respectively, mainly relate to trade and financial receivables due from companies not consolidated on<br />
a line-by-line basis.<br />
Other receivables<br />
As of December 31, <strong>1996</strong>, other receivables include: VAT recoverable from the tax authorities in the<br />
amount of Lire 36,703 million (Lire 48,222 million as of December 31, 1995); tax credits, in the amount of<br />
Lire 16,257 million (Lire 68,377 million as of December 31, 1995); and other amounts due from the tax<br />
authorities totalling Lire 8,790 million (Lire 24,128 million as of December 31, 1995).<br />
1,300<br />
1,950
11. Financial assets not held as fixed assets<br />
Treasury shares<br />
This caption relates to shares of the Company’s stock acquired during the year by <strong>Benetton</strong> <strong>Group</strong><br />
S.p.A., as resolved at the ordinary stockholders' meeting held on April 30, <strong>1996</strong>. A total of 43,500 shares<br />
were purchased during September and October <strong>1996</strong> for Lire 719 million. No similar transactions<br />
occured in 1995.<br />
Other securities<br />
This caption comprises:<br />
Long-term Government bonds (BTP), as of<br />
December 31, <strong>1996</strong>, maturing through 1998 and<br />
1999, at interest rates between 8.5% and 10.5%<br />
Consorzio di Credito per le Opere Pubbliche<br />
bonds, as of December 31, <strong>1996</strong>, maturing<br />
through 1999 and 2002, at interest rates between<br />
6.1% and 13.4%<br />
European Investment Bank bonds in Italian Lire,<br />
as of December 31, <strong>1996</strong>, maturing in 2000 and<br />
2002, at interest rates between 8.5% and 11.25%<br />
IBRD bonds in Italian Lire, as of December 31,<br />
<strong>1996</strong>, maturing through 1998 and 2002, at interest<br />
rates between 10.4% and 11.63%<br />
ENEL bonds, maturing in 2001 and 2002, at<br />
interest rates of 11.7% and 10.63%<br />
Italian State Railway bonds, maturing in 2000 and<br />
2002, at interest rates of 7.25% and 8.05%<br />
Treasury Certificates (CCT), as of December 31,<br />
<strong>1996</strong>, maturing in 2001, at floating interest rates<br />
French Treasury bills (BTAN), matured in <strong>1996</strong>, at<br />
an interest rate of 9%<br />
12-31-1995 12-31-<strong>1996</strong><br />
Book value Face value Book value Face value<br />
74,794<br />
48,329<br />
15,934<br />
6,564<br />
-<br />
-<br />
79,667<br />
58,476<br />
75,000<br />
47,000<br />
14,955<br />
6,274<br />
-<br />
-<br />
80,000<br />
58,214<br />
368,807<br />
134,490<br />
37,822<br />
6,906<br />
44,678<br />
12,399<br />
50,690<br />
-<br />
350,000<br />
128,100<br />
33,375<br />
6,325<br />
41,700<br />
12,000<br />
50,000<br />
Other 6,317 6,279 3,508 3,508<br />
Total 290,081 287,722 659,300 625,008<br />
<strong>The</strong>se securities have been written down by Lire 417 million to reflect their market value, determined on<br />
the basis of average stockmarket prices for the month of December.<br />
"Other" includes various securities, reflecting the temporary deployment of liquidity by subsidiary<br />
companies.<br />
Other financial receivables<br />
This caption includes:<br />
12-31-1995 12-31-<strong>1996</strong><br />
Short-term financing 117,244 4,399<br />
Amounts due on repurchase agreements 10,000 -<br />
Total 127,244 4,399<br />
Short-term loans to employ liquidity and the repurchase agreements arranged at the end of 1995 were<br />
closed out in January <strong>1996</strong>. <strong>The</strong> amount outstanding as of December 31, <strong>1996</strong> reflects short-term<br />
financing granted by subsidiary companies to third parties operating on behalf of the <strong>Group</strong>.<br />
-
Differentials on forward transactions<br />
During <strong>1996</strong>, as in prior years, the parent company sold forward the proceeds of future sales in order to<br />
optimize the management of exchange risk. In particular, forward contracts and other currency<br />
hedges have been put in place with maturities in 1997 and 1998.<br />
<strong>The</strong> value of these commitments, including the positions opened in 1995, is reflected among the<br />
"Commitments, contingencies and memorandum accounts". Part of these contracts, totaling Lire 1,332<br />
billion, were subsequently renegotiated and the related positive differentials amounting to Lire 68,759<br />
million are recorded within "Other financial income". Lire 65,491 million of such gains will be collected in<br />
1997 and Lire 3,268 million in 1998. <strong>The</strong> residual balance, Lire 6,244 million, reflects the differentials<br />
emerging from similar positions opened in 1995, which will be collected in 1997. Such differentials, being<br />
highly liquid, are classified among current assets.<br />
12. Liquid funds<br />
This caption consists of:<br />
12-31-1995 12-31-<strong>1996</strong><br />
Current account deposits (Lire) 35,586 56,880<br />
Current account deposits (foreign<br />
currency)<br />
157,262 151,504<br />
Time deposits (Lire) 150,414 182,694<br />
Time deposits (foreign currency) 86,805 93,992<br />
Checks 28,011 13,148<br />
Banknotes and coins 541 694<br />
Total 458,619 498,912<br />
Average interest rates reflect market returns for the various currencies concerned.<br />
<strong>The</strong> balances as of December 31 reflect temporary high liquidity due to significant year-end receipts<br />
from customers.<br />
13. ACCRUED INCOME AND PREPAID EXPENSES<br />
This caption is analyzed as follows:<br />
Accrued income:<br />
12-31-1995 12-31-<strong>1996</strong><br />
- financial income 33,900 36,525<br />
- other income 3,041 527<br />
Total accrued income<br />
Prepaid expenses:<br />
36,941 37,052<br />
- financial charges 5,175 17,992<br />
- rentals and leasing charges 4,028 4,104<br />
- advertising and sponsorships 2,748 1,414<br />
- other expenses 4,138 3,087<br />
Total prepaid expenses<br />
16,089 26,597<br />
Total 53,030 63,649<br />
Accrued financial income mainly relates to interest deriving from temporary investments.<br />
Prepaid financial charges mainly relate to deferred charges arising from the valuation by <strong>Benetton</strong><br />
International N.V. of warrants attached to the Lire 200,000 million bond.
COMMENTS ON THE PRINCIPAL LIABILITY AND EQUITY CAPTIONS<br />
(in millions of Lire)<br />
STOCKHOLDERS' EQUITY<br />
14. Capital stock<br />
<strong>The</strong> capital stock of <strong>Benetton</strong> <strong>Group</strong> S.p.A. is represented by 174,553,725 issued and fully-paid ordinary<br />
shares, par value Lire 500 each. <strong>The</strong> 1980 spinoff reserve and part of the monetary revaluation reserves<br />
were capitalized by <strong>Benetton</strong> <strong>Group</strong> S.p.A. in prior years by the issue of stock dividends.<br />
Capital stock, issued and fully-paid, amounts to Lire 87,276,862,500.<br />
15. Additional paid-in capital<br />
This caption is unchanged with respect to the prior year.<br />
16. Revaluation reserves<br />
This caption reflects the residual amount of revaluation reserves established in accordance with the<br />
provisions of Law 72 of March 19, 1983, together with the net surplus following the revaluation in<br />
accordance with Law 413/91 of December 30, 1991, and the monetary revaluation of tangible fixed<br />
assets by a Spanish subsidiary, in accordance with local legislation (Royal Decree 2607/96).<br />
Taxation has not been provided in respect of these reserves or of those capitalized, since, at this time,<br />
the conditions which would give rise to such taxation are not expected to occur.<br />
17. Legal reserve<br />
This caption is unchanged with respect to the prior year.<br />
18. Reserve for treasury shares held<br />
This balance, Lire 719 million, derives from the reclassification pursuant to article 2357-ter of the Italian<br />
Civil Code of part of the extraordinary reserve, following the <strong>1996</strong> acquisition of treasury shares during<br />
the year by <strong>Benetton</strong> <strong>Group</strong> S.p.A..<br />
19. Other reserves<br />
As of December 31, <strong>1996</strong>, this caption amounts to Lire 950,880 million (Lire 814,282 million as of<br />
December 31, 1995) and includes:<br />
– Lire 174,877 million relating to other reserves of the parent company (Lire 112,947 million as of<br />
December 31, 1995);<br />
– Lire 6,947 million relating to the cumulative translation adjustment generated by translating the foreign<br />
currency financial statements of companies consolidated on a line-by-line basis;<br />
– Lire 769,056 million representing the additional equity of consolidated companies with respect to their<br />
carrying value, together with other consolidation entries.<br />
<strong>The</strong> first of the schedules which follow reconciles the stockholders' equity and net income of <strong>Benetton</strong><br />
<strong>Group</strong> S.p.A. with the corresponding consolidated amounts; the second lists the equity in consolidated<br />
subsidiaries attributable to minority stockholders.
Reconciliation of the stockholders' equity and net income of <strong>Benetton</strong> <strong>Group</strong> S.p.A. with the<br />
corresponding consolidated amounts<br />
Per <strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />
financial statements<br />
<strong>Group</strong> share of net income and stockholders'<br />
equity of consolidated subsidiaries, net of<br />
their carrying value<br />
Elimination of dividends paid by<br />
consolidated subsidiaries<br />
Allocation to fixed assets of the difference<br />
between the purchase price and the equity<br />
of new subsidiaries at the time they were<br />
acquired and related depreciation<br />
Reversal of accelerated depreciation<br />
considering the useful lives of fixed assets<br />
and of intercompany gains on disposal of<br />
tangible fixed assets, net of the related tax<br />
effect<br />
Application of finance lease accounting,<br />
taking account of the related tax effect<br />
Recognition of deferred tax assets, net of<br />
deferred taxes on any future distribution of<br />
reserves from subsidiaries to the parent<br />
company<br />
Elimination of intercompany profits included<br />
in the inventory of consolidated subsidiaries,<br />
net of the related tax effect<br />
Adjustment to reflect the equity value of<br />
associated companies<br />
Stockholders'<br />
equity<br />
865,839<br />
633,701<br />
12-31-1995 12-31-<strong>1996</strong><br />
-<br />
94,369<br />
11,441<br />
10,219<br />
62,489<br />
(19,675)<br />
(6,386)<br />
Net<br />
income<br />
136,834<br />
164,196<br />
(64,255)<br />
(12,041)<br />
(367)<br />
(1,801)<br />
25<br />
(7,345)<br />
Stockholders’<br />
equity<br />
916,978<br />
781,898<br />
-<br />
76,688<br />
10,213<br />
9,894<br />
38,871<br />
(12,512)<br />
Net<br />
income<br />
125,325<br />
344,181<br />
(187,967)<br />
(13,781)<br />
(1,231)<br />
(325)<br />
(23,601)<br />
Net effect of other consolidation entries 4,961 5,525 (3,725) (5,673)<br />
Per <strong>Group</strong>'s consolidated financial<br />
statements<br />
1,656,958<br />
(516)<br />
220,255<br />
2,531<br />
1,820,836<br />
7,163<br />
1,551<br />
245,642
Minority interests<br />
As of December 31, <strong>1996</strong> and 1995, minority interests in consolidated subsidiaries are as follows:<br />
Italian subsidiaries:<br />
12-31-1995 12-31-<strong>1996</strong><br />
Calzaturificio di Varese <strong>Group</strong> 36.92% 3.012%<br />
Azimut <strong>Group</strong> 25% -<br />
Socks & Accessories <strong>Benetton</strong> (S.A.B.) <strong>Group</strong> 50% 50%<br />
Stefani <strong>Group</strong> 22% 22%<br />
Texcontrol <strong>Group</strong> 18.125% 18.125%<br />
Foreign subsidiaries:<br />
<strong>Benetton</strong> <strong>Group</strong> Japan K.K. 10% -<br />
K.K. Via Veneto 11.333% 50%<br />
Beijing <strong>Benetton</strong> Fashion Co. Ltd. 50% -<br />
<strong>Benetton</strong> China Japan K.K. 31% 9%<br />
United Agency K.K. 14% -<br />
<strong>Benetton</strong> Shoes Japan K.K. 50% 50%<br />
Bene Moda K.K. 50% 50%<br />
<strong>Benetton</strong> Egypt S.A.E. 50% 50%<br />
DCM <strong>Benetton</strong> India Ltd. 50% 50%<br />
<strong>Benetton</strong> Time S.A. 48% 48%<br />
Colorben Comercio de Roupas Ltda. 50% -<br />
<strong>Benetton</strong> Kansai K.K. 10% -
20. RESERVES FOR RISKS AND CHARGES<br />
Taxation reserve<br />
This reserve comprises:<br />
12-31-1995 12-31-<strong>1996</strong><br />
Reserve for fiscal risks 7,650 7,782<br />
Deferred taxes:<br />
- Italian companies - 8,780<br />
- Foreign companies - (8,636)<br />
Total deferred taxes - 144<br />
Total 7,650 7,926<br />
<strong>The</strong> reserve for fiscal risks prudently covers contingent liabilities which may arise on the final settlement<br />
of outstanding disputes with the tax authorities.<br />
Deferred taxes represent differences between financial statement values and tax bases of assets and<br />
liabilities. Deferred tax liabilities (assets) are as follows:<br />
Tax effect of eliminating intercompany<br />
profits<br />
Tax effect of provisions and costs that will<br />
become deductible in future accounting<br />
periods<br />
Deferred taxes arising on the reversal of<br />
accelerated depreciation and the<br />
application of finance lease accounting<br />
Deferred taxes on gains taxable over a<br />
number of accounting periods<br />
Deferred taxes on the partial distribution of<br />
the reserves of foreign subsidiaries to the<br />
parent company<br />
12-31-1995 12-31-<strong>1996</strong><br />
(17,113) (11,588)<br />
(72,103)<br />
43,673<br />
19,331<br />
4,400<br />
(48,402)<br />
43,824<br />
18,061<br />
Other 6,822 (6,151)<br />
Total (14,990) 144<br />
Taxes that would be due upon the distribution of reserves have not been provided for, since the<br />
transactions which would determine such taxation are not expected to occur.<br />
<strong>The</strong> tax benefit of substantial loss carry-forwards accumulated by certain Italian and foreign<br />
consolidated companies will be recorded only when realized.<br />
Other reserves<br />
This caption is analyzed as follows:<br />
4,400<br />
12-31-1995 12-31-<strong>1996</strong><br />
Reserve for contingencies 32,532 44,346<br />
Agents' leaving indemnity reserve 9,284 10,104<br />
Exchange fluctuation reserve 40,335 1,079<br />
Total 82,151 55,529<br />
<strong>The</strong> reserve for contingencies has increased following the use of around Lire 7 billion and covers risks<br />
which may arise from current legal disputes.<br />
<strong>The</strong>se include claims from German and French customers concerning, in particular, the effect of<br />
<strong>Benetton</strong> advertising campaigns. <strong>The</strong> judgements handed down so far have been favorable to the<br />
<strong>Group</strong>.
With regard to the dispute with Eco Swiss China Time Ltd. and Bulova Corp., ongoing legal procedures<br />
seek to quash or overturn the arbitration award of June 23, 1995, which ordered <strong>Benetton</strong><br />
International N.V. to pay compensation of US$ 23.7 million to Eco Swiss China Time Ltd. and US$ 2.8<br />
million to Bulova Corp., together with costs and the related interest.<br />
Stockholders will remember that in 1986, <strong>Benetton</strong> International N.V., a subsidiary of <strong>Benetton</strong><br />
<strong>Group</strong> S.p.A., signed a license contract with Eco Swiss China Time Ltd. (the licensee) and Bulova Corp.<br />
(colicensee) for the use of the <strong>Benetton</strong> trademark in the timepiece sector. <strong>The</strong> duration of the contract<br />
was eight years and therefore expired in 1994.<br />
Significant problems in the relationship with Eco Swiss China Time Ltd. began to emerge at the end of<br />
1989, such that, in 1991, <strong>Benetton</strong> International N.V. sent that company a letter notifying its intention to<br />
terminate the contract. <strong>The</strong> grounds indicated by <strong>Benetton</strong> were essentially that:<br />
– royalties were not being paid, or were inadequate;<br />
– the license was effectively being sublicensed to a subsidiary company of Eco Swiss China Time Ltd.;<br />
– the company refused to accept its share of the audit fees incurred by Arthur Andersen;<br />
– a number of group companies had gone bankrupt (including Eco Swiss S.p.A., the European<br />
subholding of the Eco Swiss <strong>Group</strong>).<br />
Eco Swiss China Time Ltd. and Bulova Corp. did not accept the termination of the contract and, on the<br />
basis of an arbitration clause, took the case to arbitration in the Netherlands.<br />
<strong>Benetton</strong> International N.V. presented two appeals against the award: the first, based on the merits of<br />
the case, requesting that the award be quashed, and the second, raising objections based on legal<br />
grounds, that the award be overturned.<br />
<strong>Benetton</strong> International N.V., having previously applied for a stay of execution, obtained through the<br />
courts a temporary stay in regard to Eco Swiss China Time Ltd., pending the decision of the competent<br />
tribunals on the questions indicated above.<br />
On March 21, 1997, the Supreme Court in <strong>The</strong> Hague accepted the petition by <strong>Benetton</strong><br />
International N.V. and remitted the case for consideration by the European Court of Justice in<br />
Luxembourg. This decision has had favorable consequences for <strong>Benetton</strong> International N.V., since it also<br />
resulted in the adjournment of proceedings before the Supreme Court in <strong>The</strong> Hague concerning a<br />
request by Eco Swiss China Time Ltd. to lift the stay of execution on the payment of the arbitration<br />
award.<br />
This positive result encourages <strong>Benetton</strong> International N.V. in the defense of its case and interests. Any<br />
risks which could emerge from the final outcome of proceedings are adequately covered by existing<br />
provisions.<br />
<strong>The</strong> agents' leaving indemnity reserve was created in prior years and is prudently maintained to reflect<br />
contingencies associated with the interruption of agency contracts in certain circumstances covered<br />
by Italian law. <strong>The</strong> provision of an additional Lire 9,282 million during <strong>1996</strong> follows utilizations during the<br />
year.<br />
<strong>The</strong> exchange fluctuation reserve reflects the net effect of adjusting the unhedged foreign currency<br />
receivables and payables of Italian companies in the <strong>Group</strong> using year-end exchange rates.<br />
21. RESERVE FOR EMPLOYEE TERMINATION INDEMNITIES<br />
Movements in this reserve during the year were as follows:<br />
Balance as of January 1, <strong>1996</strong> 58,736<br />
Provision for the year 13,752<br />
Indemnities paid during the year (9,995)<br />
Other movements 28<br />
Balance as of December 31, <strong>1996</strong> 62,521<br />
"Other movements" reflect the opening balances of companies acquired during <strong>1996</strong>.<br />
Related provisions charged in expense in 1994 and 1995 were Lire 13,595 million and Lire 17,114 million<br />
respectively.
22. ACCOUNTS PAYABLE<br />
<strong>The</strong> composition of and significant changes in this account group during the year are set out below:<br />
Bonds<br />
<strong>The</strong>se consist of the following:<br />
– EuroLire bond, guaranteed by <strong>Benetton</strong> <strong>Group</strong> S.p.A., issued on July 29, 1993, by the Dutch subsidiary<br />
<strong>Benetton</strong> International N.V., for Lire 200,000 million, bearing interest at 4.5% payable annually and<br />
repayable in 1998. <strong>The</strong> bonds carried 2,520,000 warrants, each giving the holder the right to receive,<br />
at the option of the Company’s management, either (i) one Ordinary Share which the Company<br />
would have to purchase in the stock market, or (ii) an amount in Lire equal to the closing price of one<br />
Ordinary Share on the Milan Stock Exchange (“MSE”). <strong>The</strong>se warrants were exercised at their maturity,<br />
on July 29, <strong>1996</strong>.<br />
? ?<strong>The</strong> net cost of servicing the warrants, about Lire 38,300 million, is recognized on an accrual basis that<br />
reflects the accumulation of interest. <strong>The</strong> charge for <strong>1996</strong> amounts to about Lire 5,700 million.<br />
– Bonds totaling LuxF 750 million (Lire 35,775 million at the December 31, <strong>1996</strong> exchange rate) were<br />
issued in 1994, by the subsidiary company, <strong>Benetton</strong> Finance, at a unit price of LuxF 102.25, repayable<br />
on August 4, 1999. Following an operation linked to an interest-rate swap, the bond bears interest at<br />
floating rates which, at year-end, was 8.8%. <strong>The</strong> bond is guaranteed by <strong>Benetton</strong> <strong>Group</strong> S.p.A. and<br />
listed on the Luxembourg Bourse.<br />
– Bond issued on January 27, 1992, by <strong>Benetton</strong> España S.L. for Ptas 3,000,000,000, equivalent to<br />
Lire 34,986 million at the December 31, <strong>1996</strong> exchange rate. This bond, bearing interest at an annual<br />
rate of 12.10%, was repaid in full on January 27, 1997.<br />
Convertible bonds<br />
– Ten-year bond, issued in 1988 by a Stefani <strong>Group</strong> company for Lire 300 million. This bond is convertible<br />
at par from January 1, 1998.<br />
Due to banks<br />
Amounts due to banks at the balance sheet date are classified as follows:<br />
12-31-1995 12-31-<strong>1996</strong><br />
Current account overdrafts 50,029 34,030<br />
Import/export advances 71,221 53,810<br />
Lines of credit, advances on receivables<br />
and other short-term loans 446,753 698,194<br />
Long-term loans:<br />
- due within 12 months 162,021 18,753<br />
- due beyond 12 months 204,069 80,543<br />
Total 934,093 885,330<br />
Long-term loans include Lire 21,078 million and Lire 153,250 million due beyond five years as of<br />
December 31, <strong>1996</strong> and 1995, respectively.<br />
Amounts due to banks include around Lire 89,296 million secured by mortgages on tangible fixed assets.<br />
<strong>Group</strong> companies had the following lines of credit available at the balance sheet date: Lire 204 billion<br />
for current account overdrafts, and Lire 4,068 billion for advances on import/export transactions, the<br />
negotiation of trade notes and other short-term loans.<br />
<strong>The</strong> weighted-average interest rates at year end are as follows:<br />
- Overdrafts 9.58%<br />
- Import/export advances 5.62%<br />
- Advances against receivables and bank receipts 8.31%<br />
- Other short-term borrowings 7.00%
Long-term loans from banks outstanding as of December 31, <strong>1996</strong> and 1995 are as follows:<br />
Loan from Efibanca (Ente Finanziario Interbancario S.p.A.) and the<br />
European Investment Bank, disbursed in two tranches, at annual<br />
interest rates of 8.375% and 7.755%, repayable in semiannual<br />
installments in arrears through 2003, secured by mortgages on real<br />
estate<br />
Loan from Efibanca (Ente Finanziario Interbancario S.p.A.) at an<br />
annual interest rate of 9.75%, repayable in full on April 9, 1997<br />
Loans from Efibanca (Ente Finanziario Interbancario S.p.A.) at an<br />
annual interest rate of 7.93%, repayable from 1998 through 2005,<br />
secured by mortgages on real estate<br />
Loans from Fondo Rotazione Iniziative Economiche at annual<br />
interest rates between 6% and 8%, repayable in semiannual<br />
installments through 2004, secured by mortgages on real estate<br />
Loan from IMI (Istituto Mobiliare Italiano), at a floating interest rate<br />
(7.40% at year end), repayable from 1999 through 2003, secured by<br />
mortgages on real estate<br />
12-31-1995 12-31-<strong>1996</strong><br />
50,000<br />
10,000<br />
-<br />
5,079<br />
-<br />
47,274<br />
10,000<br />
5,500<br />
9,746<br />
21,000<br />
Other Lire loans secured by mortgages on real estate 3,144 2,463<br />
Multicurrency loan obtained from an international banking<br />
syndicate for ECU 100,000,000, at floating interest rates that depend<br />
on the currencies chosen, repaid on February 6, <strong>1996</strong><br />
Loan from Istituto Bancario San Paolo di Torino S.p.A., London<br />
branch, with the backing of leading international banks, at an<br />
annual interest rate of 8.487%, repayable in semiannual installments<br />
in arrears through 2003 but repaid early<br />
Loans from Mediocredito delle Venezie at annual interest rates<br />
between 8.25% and 11.5%, secured by mortgages on real estate<br />
and liens on machinery, repaid in <strong>1996</strong><br />
Loans from Friulia at annual interest rates between 7% and 10%,<br />
repaid in <strong>1996</strong><br />
Other foreign currency loans obtained by foreign consolidated<br />
companies, secured by mortgages on real estate<br />
152,191<br />
136,282<br />
Total long-term loans 366,090 99,296<br />
Less - Current portion (162,021) (18,753)<br />
Long-term loans, net of current portion 204,069 80,543<br />
<strong>The</strong> non-current portions of these loans as of December 31, <strong>1996</strong> fall due as follows:<br />
1998 12,106<br />
1999 16,754<br />
2000 15,349<br />
2001 15,256<br />
2002 and beyond 21,078<br />
1,340<br />
368<br />
7,686<br />
-<br />
-<br />
-<br />
-<br />
3,313<br />
80,543
Due to other providers of finance<br />
Amounts due at the balance sheet date to other providers of finance are analyzed below:<br />
12-31-1995 12-31-<strong>1996</strong><br />
Commercial paper 361 -<br />
Other short-term loans 307 4,002<br />
Long-term loans:<br />
- due within 12 months 7,096 5,647<br />
- due beyond 12 months 5,549 2,605<br />
Due to leasing companies:<br />
- due within 12 months 3,146 3,720<br />
- due beyond 12 months 10,970 12,657<br />
Total 27,429 28,631<br />
Long-term loans obtained from other providers of finance outstanding as of December 31, <strong>1996</strong> and<br />
1995 are as follows:<br />
Loans from suppliers of machinery, repayable in<br />
installments over 24 months<br />
12-31-1995 12-31-<strong>1996</strong><br />
11,601<br />
Other Lire loans 417 417<br />
Other foreign currency loans obtained by foreign<br />
consolidated companies, secured by mortgages on real<br />
estate<br />
Total long-term loans 12,645 8,252<br />
Less: Current portion (7,096) (5,647)<br />
Long-term loans, net of current portion 5,549 2,605<br />
<strong>The</strong> non-current portions of these loans as of December 31, <strong>1996</strong> fall due as follows:<br />
1998 2,246<br />
1999 33<br />
2000 36<br />
2001 39<br />
2002 and beyond 251<br />
<strong>The</strong> non-current portions of amounts due to leasing companies as of December 31, <strong>1996</strong> fall due as<br />
follows:<br />
1998 3,431<br />
1999 3,117<br />
2000 1,918<br />
2001 1,437<br />
2002 and beyond 2,754<br />
627<br />
7,771<br />
64<br />
2,605<br />
12,657
Notes payable<br />
<strong>The</strong>se amount to Lire 6,763 million (Lire 11,830 million as of December 31, 1995) and include Lire 1,811<br />
million of assisted loans under the Sabatini Law (Law 1329 of November 28, 1965) for the purchase of<br />
tangible fixed assets (Lire 5,429 million as of December 31, 1995).<br />
<strong>The</strong> maturities of such assisted loans as of December 31, <strong>1996</strong> are as follows:<br />
1997 1,136<br />
1998 543<br />
1999 132<br />
Due to subsidiary and associated companies<br />
Amounts due to subsidiary and associated companies, Lire 2,523 million and Lire 205 million,<br />
respectively, mainly comprise trade payables to companies not consolidated on a line-by-line basis.<br />
Due to tax authorities<br />
This caption is analyzed as follows:<br />
Income taxes payable:<br />
1,811<br />
12-31-1995 12-31-<strong>1996</strong><br />
- Italian companies 57,670 15,337<br />
- Foreign companies 12,627 12,345<br />
Total income taxes payable 70,297 27,682<br />
VAT payable 5,895 5,844<br />
Other amounts due to tax authorities 22,382 15,456<br />
Total 98,574 48,982<br />
Income taxes payable are stated net of taxes paid in advance and all tax credits and withholdings<br />
that would reduce the tax liability.<br />
Due to social security and welfare institutions<br />
This balance totals Lire 16,675 million (Lire 16.441 million as of December 31, 1995) and reflects both the<br />
<strong>Group</strong> and employee contributions payable to these institutions at year-end.<br />
Other payables<br />
Other payables, totaling Lire 30,476 million, include Lire 19,415 million due to employees (Lire 20,175<br />
million as of December 31, 1995) and other non-trading payables of Lire 11,061 million (Lire 13,661 million<br />
as of December 31, 1995).<br />
Accounts payable beyond five years are not included in this caption.
23. ACCRUED EXPENSES AND DEFERRED INCOME<br />
This caption comprises the following:<br />
12-31-1995 12-31-<strong>1996</strong><br />
Accrued expenses:<br />
- financial charges 51,896 32,786<br />
- other charges 3,432 1,914<br />
Total accrued expenses 55,328 34,700<br />
Deferred income:<br />
- financial income 1,528 6,623<br />
- sponsorships 9,337 17,003<br />
- other income 1,230 467<br />
Total deferred income 12,095 24,093<br />
Premiums on bond issues 587 390<br />
Total 68,010 59,183<br />
Deferred financial income mainly reflects interest deriving from hedging transactions arranged by<br />
<strong>Benetton</strong> International N.V. in connection with warrants attaching to the Lire bond discussed in note 22.<br />
24. COMMITMENTS, CONTINGENCIES, MEMORANDUM ACCOUNTS<br />
<strong>The</strong>se mainly include currency to be sold or purchased forward.<br />
This account group records the Lire value of commitments deriving from hedging contracts outstanding<br />
at the balance sheet date.<br />
In response to the volatility in exchange rates in the economic environment, the <strong>Group</strong> has<br />
implemented a strategy to manage the exposure of exchange rate fluctuations on consolidated<br />
operations.<br />
<strong>The</strong> <strong>Group</strong> principally utilizes forward exchange contracts to fulfill this strategy only with substantial and<br />
creditworthy multinational financial institutions. <strong>The</strong>refore, there are no risks of counterparty<br />
nonperformance nor the economic consequences of counterparty nonperformance associated with<br />
these contracts.<br />
For the most part, the caption reflects transactions opened to hedge foreign currency receivables, firm<br />
orders and future sales. Some of those covering future sales were subsequently renegotiated by<br />
entering opposite transactions. Other transactions were entered into to hedge the exchange risk on<br />
capital invested by <strong>Group</strong> companies.<br />
<strong>The</strong> estimated fair values and relating contract amounts of the <strong>Group</strong>’s financial instruments at<br />
December 31, <strong>1996</strong> are as follows (in millions of lire):<br />
Forward contracts: Fair value Contract amounts<br />
Sell currency 3,462,987 3,744,604<br />
Buy currency 1,912,543 2,050,226<br />
Notional amount<br />
Forward rate agreements 100,000<br />
Interest rate swaps 328,751<br />
Forward exchange contracts expire from January 1997 through May 1998. Included in forward<br />
contracts, sell and buy currencies are respectively Lire 1,552,285 million and Lire 459,544 million of<br />
contracts that hedge identifiable foreign currency assets, liabilities, contractual obligations or foreign<br />
investments in subsidiary companies.<br />
<strong>The</strong> interest rate swap agreements and forward rate agreements expire within three months and<br />
therefore their carrying value approximates fair value.<br />
Purchase commitments include contracts to acquire tangible fixed assets.<br />
Sale commitments relate to a subsidiary company's contract to sell retail premises.
COMMENTS ON THE PRINCIPAL STATEMENT<br />
OF INCOME CAPTIONS<br />
(in millions of Lire )<br />
25. VALUE OF PRODUCTION<br />
Revenues from sales and services<br />
Revenues from sales of products and services are detailed below:<br />
1995 <strong>1996</strong><br />
Sales of core products 2,724,372 2,666,418<br />
Miscellaneous sales 50,601 45,205<br />
(Discounts) (7,388) (8,938)<br />
Royalty income 13,642 15,124<br />
Miscellaneous revenues 157,907 153,299<br />
Total 2,939,134 2,871,108<br />
Miscellaneous revenues mainly reflect manufacturing, advertising and promotion services rendered to<br />
third parties.<br />
Information by geographic area<br />
<strong>The</strong> following information is provided by geographic area:<br />
1994<br />
Italy Europe <strong>The</strong> Other Inter- Consoli-<br />
(excluding Americas countries company dated<br />
Italy) (c) (d) transactions<br />
Net sales and other revenues (a) 882,744 1,019,478 227,302 658,148 - 2,787,672<br />
Operating income (a) 151,153 175,040 (19,318) 93,841 (11,976) 388,740<br />
Identifiable assets (b) 2,291,554 810,637 163,094 271,880 - 3,537,165<br />
1995<br />
Net sales and other revenues (a) 1,011,727 1,034,665 208,459 684,283 - 2,939,134<br />
Operating income (a) 195,568 182,529 (23,737) 112,833 (23,390) 443,803<br />
Identifiable assets<br />
(b)<br />
<strong>1996</strong><br />
2,633,545 825,485 143,331 234,718 - 3,837,079<br />
Net sales and other revenues (a) 1,064,201 1,004,175 192,450 610,282 - 2,871,108<br />
Operating income (a) 214,529 110,184 (13,806) 85,060 5,714 401,681<br />
Identifiable assets (b) 2,372,025 1,177,212 147,046 167,979 - 3,864,262<br />
<strong>The</strong> appreciation of the Lira by more than 8% on average with respect to the principal operating<br />
currencies had an adverse influence on <strong>1996</strong> <strong>Group</strong> revenues.<br />
(a) Amounts principally determined by destination.<br />
(b) By geographic location.<br />
(c) Operating income in the Americas includes in operating results, Lire 2,409 million of loss in <strong>1996</strong> (Lire 15,961<br />
million in 1995 and Lire 5,800 million in 1994) arising from Cosmetics <strong>Group</strong>; therefore it includes Lire 3,583 million of<br />
loss in <strong>1996</strong> (Lire 6,486 million in 1995 and Lire 8,083 million in 1994), arising from subsidiaries operating in countries<br />
with hyper-inflationary economies.<br />
(d) Identifiable assets in the Americas include the financial assets of <strong>Benetton</strong> Finance N.V., located in the Dutch<br />
Antilles, amounting to Lire 64,380 million as of December 31, <strong>1996</strong> (Lire 37,322 and 16,053 million respectively in<br />
1995 and 1994).
Sales of core products, by business category<br />
1995 <strong>1996</strong><br />
Clothing 2,259,385 2,191,326<br />
Fabrics and yarns 193,059 226,621<br />
Footwear 98,533 82,353<br />
Accessories 158,887 149,105<br />
Cosmetics 14,508 17,013<br />
Total 2,724,372 2,666,418<br />
Notwithstanding a rise in volume by about 4%, as discussed earlier, sales of clothing were adversely<br />
influenced by the appreciation of the Lira against the principal export currencies.<br />
Core product sales, by brand<br />
1995 <strong>1996</strong><br />
<strong>Benetton</strong> 1,657,136 1,548,463<br />
012, Zerotondo and 999 502,379 565,934<br />
Sisley 321,555 308,709<br />
Other sales 243,302 243,312<br />
Total 2,724,372 2,666,418<br />
26. PRODUCTION COSTS<br />
Purchasing costs<br />
This caption consists of the following:<br />
1995 <strong>1996</strong><br />
Raw materials and finished goods 859,981 729,512<br />
Other materials 30,025 29,383<br />
Sundry purchases - advertising 2,212 3,295<br />
Other purchases 34,261 29,921<br />
(Discounts and rebates) (1,743) (1,674)<br />
Total 924,736 790,437<br />
Services received<br />
This caption consists of the following:<br />
1995 <strong>1996</strong><br />
Subcontracted work 572,893 590,555<br />
Transport and distribution 56,969 46,797<br />
Commission expense 114,994 132,629<br />
Advertising and promotion 116,538 97,516<br />
Other services 156,362 167,885<br />
Total 1,017,756 1,035,382<br />
<strong>The</strong> drop in advertising and promotion costs is due, in particular, to the discontinuance of advertising in<br />
the cosmetics sector beginning in <strong>1996</strong>.<br />
Other services mainly include power costs, maintenance costs, consultancy and other fees, insurance<br />
premiums and personnel travel expenses.
Payroll and related costs<br />
<strong>The</strong> decrease in payroll and related costs, Lire 15,600 million, is mainly due to the reorganization of<br />
production and commercial activities. This includes the closure of the Cosmetics group and the disposal<br />
of a number of Japanese marketing companies that were no longer considered strategic.<br />
<strong>Group</strong> personnel are listed below, by category:<br />
<strong>1996</strong><br />
Average<br />
for the year<br />
Managerial personnel 98 109<br />
Clerical personnel 2,120 2,134<br />
Factory personnel 3,501 3,542<br />
Part-time personnel 254 211<br />
Total 5,973 5,996<br />
<strong>The</strong> fall in the number of employees (6,018 as of December 31, 1995) is primarily due to reorganizing the<br />
activities of Japanese companies and the resulting deconsolidation of a number of these companies.<br />
Amortization, depreciation and writedowns<br />
Amortization and depreciation are analyzed below, by asset category:<br />
Amortization of intangible fixed assets<br />
Amortization of start-up and expansion<br />
expenses<br />
Amortization of research, development and<br />
advertising expenses<br />
Amortization of industrial patents and<br />
intellectual property rights<br />
Amortization of licenses, trademarks and<br />
similar rights<br />
1995 <strong>1996</strong><br />
Amortization of goodwill 147 313<br />
Amortization of consolidation differences 1,616 2,760<br />
Amortization of costs for the purchase and<br />
development of software<br />
Amortization of other charges 3,236 3,125<br />
Total 19,248 18,461<br />
Depreciation of tangible fixed assets<br />
7,219<br />
273<br />
82<br />
1,775<br />
4,900<br />
6,205<br />
251<br />
496<br />
1,771<br />
3,540<br />
1995 <strong>1996</strong><br />
Depreciation of real estate 12,259 12,725<br />
Depreciation of plant and machinery 51,125 46,926<br />
Depreciation of equipment 2,250 1,977<br />
Depreciation of other assets 14,093 12,998<br />
Depreciation of assets acquired under<br />
finance leases<br />
Total 81,741 76,451<br />
2,014<br />
1,825
Writedowns<br />
<strong>The</strong> "Writedown of current receivables and of liquid funds", Lire 78,304 million, reflects a prudent<br />
provision to the allowance for doubtful accounts. This is discussed in more detail in the note on trade<br />
accounts receivable.<br />
Other operating costs<br />
This caption consists of the following:<br />
Emoluments to Directors and Statutory<br />
Auditors<br />
1995 <strong>1996</strong><br />
15,241 14,205<br />
Indirect taxation 16,042 14,295<br />
Losses on disposal of fixed assets 2,400 3,336<br />
Losses on receivables 6,033 7,805<br />
Other general expenses 11,634 9,521<br />
Total 51,350 49,162<br />
Indirect taxation includes capital taxes amounting to Lire 7,370 million in <strong>1996</strong> and Lire 7,689 million in<br />
1995.<br />
Emoluments earned during the year by the Directors and Statutory Auditors of the parent company<br />
total around Lire 7,400 million and Lire 366 million, respectively.<br />
27. FINANCIAL INCOME AND EXPENSE<br />
Income from equity investments<br />
This balance, Lire 6,223 million (Lire 11,891 million in 1995), includes Lire 5,948 million (Lire 10,349 million in<br />
1995) of interest income on tax credits deriving from dividends distributed by consolidated subsidiaries.<br />
Other financial income<br />
This caption consists of the following:<br />
From receivables held as financial fixed assets:<br />
1995 <strong>1996</strong><br />
– assets leased to third parties 142 124<br />
– other receivables held as financial fixed assets 458 457<br />
Total 600 581<br />
From securities held as financial fixed assets, not<br />
representing equity investments<br />
From securities included among current<br />
assets not representing equity investments<br />
Financial income other than the above:<br />
17,141<br />
27,663<br />
15,821<br />
24,635<br />
– interest income from subsidiary companies 586 227<br />
– interest income from associated companies - 6<br />
– interest income from trade and other receivables 5,961 3,751<br />
– interest income from banks 21,979 27,005<br />
– miscellaneous financial income 59,900 71,285<br />
– exchange gains and income from currency<br />
456,901 402,794<br />
management<br />
Total 545,327 505,068<br />
Total 590,731 546,105
As discussed in note 3, other financial income includes approximately Lire 21,200 million (around<br />
Lire 24,100 million in 1995) of exchange gains on capital hedging transactions, representing the<br />
differentials between spot and forward exchange rates.<br />
This caption also includes:<br />
– positive differentials on interest rate swaps and forward rate agreements, approximately Lire 41,300<br />
million (approximately Lire 18,100 million in 1995);<br />
– premiums collected on options and income deriving from the adjustment of warrant-related<br />
transactions linked to the Lire 200,000 million bond issued by <strong>Benetton</strong> International N.V. (Note 22),<br />
approximately Lire 3,300 million (around Lire 8,400 million in 1995);<br />
– income from currency swaps, approximately Lire 4,700 million (around Lire 8,600 million in 1995).<br />
Interest and other financial expense<br />
This caption consists of the following:<br />
1995 <strong>1996</strong><br />
Interest expense on bonds 17,042 17,012<br />
Interest expense on bank current accounts 10,464 5,362<br />
Interest expense on import/export advances 5,003 3,992<br />
Interest expense on advances against<br />
receivables<br />
6,879 10,528<br />
Interest expense on short-term loans 25,845 31,421<br />
Interest expense on long-term bank loans 30,792 19,720<br />
Interest expense on loans from other providers of<br />
finance<br />
Miscellaneous financial expense 80,897 70,878<br />
Exchange losses and charges from currency<br />
management<br />
5,142<br />
410,944<br />
3,942<br />
285,580<br />
Total 593,008 448,435<br />
Exchange losses are considerably lower than exchange gains.<br />
Miscellaneous financial expense mainly includes:<br />
– negative differentials on interest rate swaps, around Lire 11,200 million (around Lire 25,600 million in<br />
1995);<br />
– the current portion of charges deriving from the valuation of warrants and of premiums paid for<br />
options, amounting to approximately Lire 9,000 million (around Lire 17,000 million in 1995);<br />
– charges on currency swaps, approximately Lire 20,000 million (around Lire 19,500 million in 1995);<br />
– discounts allowed on the early settlement of trade receivables, approximately Lire 6,600 million<br />
(around Lire 7,000 million in 1995);<br />
– bank charges and commission of approximately Lire 5,100 million (around Lire 6,200 million in 1995).<br />
28. EXTRAORDINARY INCOME AND EXPENSE<br />
Income<br />
This caption includes:<br />
1995 <strong>1996</strong><br />
Gains on disposals 2,652 7,318<br />
Other income:<br />
- Out-of-period income 7,653 5,101<br />
- Other extraordinary income 6,557 4,115<br />
Total 16,862 16,534
Expense<br />
This caption includes:<br />
1995 <strong>1996</strong><br />
Losses on disposals 3,673 2,030<br />
Taxes relating to prior years 508 61<br />
Other expense:<br />
- Donations 3,892 4,768<br />
- Out-of-period expense 4,930 11,455<br />
- Other extraordinary expense 34,136 37,415<br />
Total 47,139 55,729<br />
Out-of-period expense includes credit notes issued to customers for rebates and the return of goods<br />
supplied in prior years, as well as charges incurred by <strong>Benetton</strong> Formula Ltd. in relation to T.W.R. <strong>Group</strong><br />
Ltd..<br />
Other extraordinary expense includes compensation payments made to customers against accident<br />
and theft claims, charges in relation to settlements of various types, and provisions to the reserve for<br />
contingencies which may arise from current legal disputes.<br />
Income taxes<br />
<strong>The</strong> provision for income taxes includes the following amounts (in millions of Lire):<br />
Current:<br />
1994 1995 <strong>1996</strong><br />
Italian companies 137,132 189,365 171,676<br />
Foreign companies 14,379 15,427 17,817<br />
Deferred:<br />
Italian companies (3,658) (10,953) 18,051<br />
Foreign companies 2,701 (5,180) (906)<br />
Total 150,554 188,659 206,638<br />
<strong>The</strong> effective tax rate on income before taxes and minority interests is 45.2% (45.9% in 1995 and 42.1% in<br />
1994).<br />
This is less than the ordinary Italian tax rate, primarily due to the effect of the lower rates applicable to<br />
the earnings of certain foreign subsidiaries, the use of tax loss carry-forwards and the receipt of taxexempt<br />
income.<br />
<strong>The</strong> reconciliation of the effective tax rate is as follows:<br />
1994 1995 <strong>1996</strong><br />
Italian statutory tax rate 53.2% 53.2% 53.2%<br />
Aggregate effect of different taxation of<br />
foreign subsidiaries (15.8%) (10.0%) (12.3%)<br />
Effect of writing down of the cost of<br />
consolidated investments (5.7%) (8.8%) (5.9%)<br />
Effect of losses from consolidated subsidiaries 14.0% 15.1% 9.5%<br />
Tax exempt income (0.8%) (1.2%) (2.3%)<br />
Tax effect of loss carry-forwards (4.4%) (0.3%) (0.5%)<br />
Other, net 1.6% (2.1%) 3.5%<br />
Effective tax rate 42.1% 45.9% 45.2%<br />
See note 20 for composition of deferred tax assets and liabilities.
29. TRANSACTIONS WITH RELATED PARTIES<br />
<strong>The</strong> <strong>Benetton</strong> <strong>Group</strong> engages in commercial and financial transactions with subsidiaries of Edizione<br />
Holding S.p.A. (the ultimate parent company) and other companies which, either directly or indirectly,<br />
are linked by common interests with the ultimate parent company.<br />
<strong>The</strong> conditions of such transactions are fully consistent with those applied in the ordinary course of<br />
business.<br />
<strong>The</strong> effect of such transactions is summarized below:<br />
1995 <strong>1996</strong><br />
Accounts receivable 11,800 6,018<br />
Accounts payable 4,800 2,639<br />
Purchase of raw materials 8,900 9,452<br />
Other costs and services 22,900 22,770<br />
Sales of products 10,100 7,325<br />
Services provided and other income 3,600 5,260<br />
30. LEGAL MATTERS<br />
<strong>Benetton</strong> has been a party to a number of lawsuits, primarily with customers, arising in the normal<br />
course of business.<br />
In particular, <strong>Benetton</strong> has been a party to a number of lawsuits with French and German customers<br />
alleging a drop in sales caused by <strong>Benetton</strong>'s advertising campaigns and refusing to pay for goods<br />
supplied on a regular basis. So far, all judgements rendered by German and French Courts have been<br />
in favour of <strong>Benetton</strong>. An additional provision of Lire 4,000 million has nonetheless been prudently<br />
recorded to cover risks which might arise from these legal disputes. <strong>The</strong> amount is considered adequate<br />
in view of the above legal pronouncements and because the amounts due by these customers have<br />
been written down to their estimated realisable value in the <strong>1996</strong> consolidated financial statements.<br />
<strong>Benetton</strong> International N.V. ("BINV") is a party to various disputes with Eco Swiss China Time Ltd. ("Eco")<br />
and Bulova Corporation ("Bulova"), arising from a trademark licensing agreement entered into by the<br />
companies in 1986. <strong>The</strong> agreement provided for the manufacture and sale by Eco of timepieces<br />
carrying the <strong>Benetton</strong> and Bulova trademarks. BINV attempted to terminate the agreement in 1991,<br />
prior to its expiration date in 1994, but an arbitral tribunal in <strong>The</strong> Netherlands subsequently held that it<br />
was not entitled to do so. In June 1995, the tribunal awarded Eco approximately US$ 23.7 million and<br />
Bulova US$ 2.8 million, together with interest and costs. (Also see note 20 to the Consolidated Financial<br />
Statements).<br />
BINV has challenged the awards in two separate proceedings in the courts of the Netherlands. <strong>The</strong><br />
merits of the challenges have still not been finally determined by the Netherlands courts, although a<br />
District Court has initially denied one of them. This order is currently on appeal. In the interim, after<br />
previously denying a stay in one of the two proceedings, the Court of Appeal of the Hague on March<br />
28, <strong>1996</strong>, granted a stay of enforcement in the other proceeding of the principal award made to Eco.<br />
<strong>The</strong> principal ground of the Court of Appeal’s decision was that the 1986 licensing agreement was void<br />
and unenforceable as a matter of the competition law of the European Union. <strong>The</strong> award made to<br />
Bulova had previously been paid by BINV, although it is subject to recovery if BINV ultimately prevails<br />
on the merits of its challenges to the arbitral awards. In March 1997 the Supreme Court in <strong>The</strong> Hague, in<br />
the context of the stay proceedings, referred to the European Court of Justice in Luxembourg five<br />
preliminary questions of EU Competition Law, thus suspending the stay proceedings. BINV anticipates<br />
that the full merits of its various challenges to the awards, including the application of European Union<br />
competition law, will be the subject of lengthy additional proceedings in the Netherlands courts.
As those proceedings continue, a separate arbitral proceeding initiated by BINV is pending in <strong>The</strong><br />
Hague. BINV contends in this second arbitral proceeding both that it satisfied any obligations it may<br />
have had to negotiate in good faith regarding an extension of the 1986 licensing agreement and that it<br />
is entitled to substantial awards of compensatory and other damages from Eco and Bulova regarding<br />
conduct occurring during and since the expiration of that agreement. BINV submitted its Statement of<br />
Claim on April, <strong>1996</strong> and Eco and Bulova subsequently asserted substantial counterclaims for damages.<br />
A hearing on the preliminary questions of the applicability of art. 85 of the EU Treaty and choice of law<br />
took place in December <strong>1996</strong> and the parties are waiting for a decision by the arbitral panel. BINV also<br />
anticipates that the arbitral proceedings will continue for a lengthy period.<br />
31. SUBSEQUENT EVENTS<br />
In March 1997, <strong>Benetton</strong> <strong>Group</strong> S.p.A. entered into a collaboration agreement with the Inditex <strong>Group</strong>,<br />
one of Spain's largest garment manufacturer-distributors with an extensive network of directly-operated<br />
stores in its local and other European markets. An equal joint venture to be formed under the accord<br />
will market garments bearing the Zara label in Italy, via a new chain of retail stores.<br />
At a meeting held on April 29, 1997 the stockholders authorized the Board of Directors (pursuant to<br />
Article 2420 of the Italian Civil Code and Article 7 of the Articles of Association) to issue bonds up to a<br />
maximum of Lire 500 billion, both in the Italian and international markets. <strong>The</strong> proceeds of the issue,<br />
which may take place on one or more occasions over three years, are to be applied to possible<br />
investments and reformulating the <strong>Group</strong>’s debt program. <strong>The</strong> Board was authorized to determine the<br />
rate of interest and the term (up to a maximum of 7 years).<br />
At the same meeting the shareholders resolved upon a one-for-twenty-five bonus share issue, which will<br />
be carried out at the end of June 1997. This issue will raise the paid-in capital from Lire 87,276,862,500 to<br />
Lire 90,767,937,000 and the issued shares from No. 174,553,725 to No. 181,535,874.
32. RECONCILIATION TO GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED<br />
STATES<br />
<strong>The</strong> <strong>Group</strong>'s accounting policies that differ significantly from accounting principles generally accepted<br />
in the United States of America (“US”) are described below:<br />
Differences which have an effect on net income and Stockholders' equity<br />
(a) Revaluation of Fixed Assets and Trademarks<br />
In 1991 and prior years, certain categories of property, plant and equipment and trademarks were<br />
revalued to amounts in excess of historical cost.<br />
This procedure, which was authorized by Italian law, was allowed under Italian accounting practice to<br />
give consideration to the effects of local inflation.<br />
Revaluations were credited to stockholders' equity and revalued assets are depreciated over their<br />
remaining useful lives. Accounting principles in the US do not permit the revaluation of such assets.<br />
<strong>The</strong> reconciliation to accounting principles in the US eliminates the effect of the revaluation.<br />
As of December 31, <strong>1996</strong>, the residual gross amount of revaluation was Lire 13,683 million for fixed assets<br />
and Lire 4,430 million for trademarks.<br />
Surplus from monetary revaluation of assets reserve, amounting to Lire 46,202 million, represents the<br />
original revaluation effected in accordance with Italian and Spanish Law and still subject to taxation in<br />
case of distribution.<br />
<strong>The</strong> 1991 revaluation resulted in an asset revaluation of Lire 27,104 million for legal and tax purposes and<br />
a Lire 4,030 million revaluation for consolidated financial reporting purposes (considering the partial<br />
offsetting of the revaluation with the reversal of excess depreciation on the same fixed assets reflected<br />
as adjustment in the consolidated financial statements and prior years consolidating entries related to<br />
purchase price allocation). In order to maintain a record of the amount of asset revaluation for legal<br />
and tax purposes, Lire 23,074 million was transferred from other reserves to "surplus from monetary<br />
revaluation of assets".<br />
In <strong>1996</strong>, a Spanish subsidiary restated its tangible fixed assets by Lire 1,210 million in a monetary<br />
revaluation in accordance with local legislation (Royal Decree 2607/96).<br />
<strong>The</strong> increase in surplus from monetary revaluation of assets reserve, amounting to Lire 1,174 million,<br />
represent the original net revaluation effected in accordance with Spanish Law.<br />
<strong>The</strong> Lire 8,848 million adjustment in the reconciliation of stockholders' equity represents the remaining<br />
excess of revaluations for financial reporting purposes and differs from the 46,202 million Lire "surplus<br />
from monetary revaluation of assets" in the statement of stockholders’ equity because:<br />
a) Revaluations made for legal purposes (and subject to taxation in case of distribution)<br />
?? but not for consolidated financial reporting purposes, as noted above.<br />
b) Depreciation on the revalued assets.<br />
c) Sales of revalued assets.<br />
(b) Purchases and Sales with Parent Company<br />
<strong>The</strong> <strong>Group</strong> has entered into several significant purchases and sales of companies with its parent,<br />
Edizione Holding S.p.A., and an affiliate of Edizione. <strong>The</strong> prices paid were based upon independent<br />
appraisal. <strong>The</strong> <strong>Group</strong> recorded the assets of purchased businesses at their acquisition value. Goodwill<br />
was charged directly to consolidated equity. In the case of sales transactions, the difference between<br />
carrying value and selling price was reflected as a gain in the accompanying financial statements.<br />
Under US generally accepted accounting principles, transactions between members of a "controlled<br />
group" should not result in gains or losses, or increases in asset carrying values. Accordingly, gains<br />
recognized on these transactions have been reversed in the accompanying reconciliation.
Generally accepted US accounting principles also require the use of a method of accounting,<br />
consistent with "pooling of interests" accounting, for acquisitions and dispositions between members of<br />
a "controlled group" if the amounts involved are material.<br />
<strong>The</strong> accompanying reconciliation has not been restated to reflect these transactions as a "pooling of<br />
interests" as the net aggregate effect of the transactions is not material.<br />
(c) Accounting for Goodwill<br />
Up to 1992, goodwill on investments acquired was charged or credited to stockholders' equity at the<br />
date of purchase. This policy differs from US generally accepted accounting principles which require<br />
that such differences be reflected as an asset in the balance sheet of the acquiring company and then<br />
amortized over a period not in excess of 40 years.<br />
<strong>The</strong> adjustment in the accompanying reconciliation has been made to recognize the goodwill on<br />
acquisitions from third parties made in 1990 and prior years originally amounting to Lire 7,330 million.<br />
Goodwill is being amortized over a 10 year period, corresponding to the estimated useful lives of the<br />
underlying assets acquired.<br />
(d) Deferred Charges<br />
<strong>The</strong> <strong>Group</strong> has deferred certain taxes paid on capital stock increases and stock exchange listing costs<br />
and is amortizing these amounts over 5 years. Under US generally accepted accounting principles,<br />
these taxes and listing costs would have been considered to be a reduction of the proceeds received<br />
and charged to capital stock or additional paid-in capital. <strong>The</strong> accompanying reconciliation reflects<br />
the adjustment to follow US generally accepted accounting principles.<br />
(e) Foreign Currency Translation<br />
Since 1989, the <strong>Group</strong>'s policies and procedures with respect to the translation of financial statements<br />
of foreign subsidiaries operating in hyper-inflationary economies, have been in conformity with the<br />
requirements of Statement of Financial Accounting Standards No. 52.<br />
<strong>Group</strong> accounting policies state that long term debts denominated in a foreign currency are translated<br />
using the exchange rate at the balance sheet date, with losses included in the determination of net<br />
income and unrealized net gains deferred.<br />
In addition the accompanying reconciliation in 1994 provides the cumulative effect on net income for<br />
US GAAP of change in accounting for premiums on forward contracts entered into in order to hedge<br />
investments in foreign subsidiaries (note 3).<br />
<strong>The</strong> Company has forward contracts maturing in 1997 and 1998 in order to hedge future sales in foreign<br />
currencies for a total amount of Lire 657 billion. Since such contracts do not hedge firm commitments,<br />
they are to be considered as anticipatory hedging and, under US GAAP, accounted for as speculative<br />
transactions, using the mark to market valuation (“m.t.m.”).<br />
Such valuation results in a net unrealized gain of Lire 3.0 billion before taxes at December 31, <strong>1996</strong>, (Lire<br />
13.6 billion as of December 31,1995). At December 31,1994 the “m.t.m.” of anticipatory hedging resulted<br />
in a net loss (Lire 2.3 billion) and in accordance with Italian GAAP was reflected in the consolidated<br />
financial statements. <strong>The</strong>refore at December 31, 1994 the “m.t.m.” was consistent with US GAAP .
(f) Accounting for Deferred Income Taxes<br />
<strong>The</strong> <strong>Group</strong> provides for deferred income taxes on timing differences between book and taxable<br />
income which are expected to become payable or recoverable in the foreseeable future using the<br />
liability method.<br />
<strong>The</strong> accompanying reconciliation reflects the tax effects related to reconciling adjustments.<br />
In 1992, Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" was issued<br />
in the US and was adopted by the <strong>Group</strong> in the year 1993.<br />
<strong>The</strong> deferred tax methodology required under US GAAP differs in certain circumstances from the<br />
deferred income tax methodology under Italian GAAP due to different treatment of tax assets mainly<br />
deriving from tax loss carry-forward.<br />
Under the terms of a law approved in December <strong>1996</strong>, the Italian government is obliged to issue by<br />
November 1997 one or more legislative decrees introducing a new Regional Tax on Businesses and<br />
Professional Activities. Although all the rules applicable to this new tax are not set out in the above Law,<br />
it does contain certain guidelines to which the government is obliged to adhere. <strong>The</strong> new tax will<br />
substitute several existing taxes, including ILOR (locale income tax). It is expected to become effective<br />
from the 1998 tax period. <strong>The</strong> Company has adjusted deferred tax assets in its Italian financial<br />
statements for this anticipated change. Under US GAAP the measurement of current and deffered tax<br />
liabilities and assets is based on provisions of the enacted tax law; the effects of future changes in tax<br />
laws or rates are not anticipated. <strong>The</strong> following tables include a reconciling item of approximately Lire<br />
19 billion related to this anticipated change.<br />
(g) Net Income per Share<br />
Under Italian accounting principles, earnings per share are not required to be disclosed. <strong>The</strong><br />
approximate net income per share amounts, based on income determined in accordance with<br />
accounting principles generally accepted in the US as shown in the accompanying reconciliation,<br />
have been calculated based on the average number of shares outstanding.<br />
(h) Marketable securities<br />
Under Italian GAAP, marketable securities are carried at the lower of cost or market value. Under US<br />
GAAP, effective with fiscal years beginning after December 15, 1993, companies are required to adopt<br />
Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investment in Debt and<br />
Equity Securities (SFAS 115)”, which changes the accounting for investments in marketable securities<br />
from a lower of cost or market methodology to a fair market value methodology. Under this<br />
methodology, the Company would classify its marketable securities as available for sale; however, the<br />
effect of SFAS 115 on net income and shareholder’s equity is not significant.<br />
(i) Treasury shares<br />
Under Italian GAAP, the purchase by a Company of its own stock is accounted for as an investment<br />
and the establishment of a separate reserve within stockholders’ equity. Since the Company’s intent<br />
with respect to this stock is short term, they have been classified as marketable securities in the Italian<br />
balance sheet. Under US GAAP this purchase is accounted for as treasury stock and presented as a<br />
reduction of stockholders’ equity in the balance sheet.<br />
Differences which have an effect on the format of the financial statements<br />
<strong>The</strong> <strong>Group</strong>’s balance sheet and income statement format is in accordance with Italian reporting<br />
requirements and differs from the financial statement format typically followed under the requirements<br />
of US GAAP. <strong>The</strong> <strong>Group</strong> has included in appendix 2 and 3 financial statements prepared in accordance<br />
with Italian GAAP but reclassified to follow an international financial statement presentation format.
<strong>The</strong> following tables summarize the significant adjustments to consolidated net income and<br />
stockholders' equity which would be required if accounting principles generally accepted in the US had<br />
been applied instead of those established or adopted by the Italian Accounting Profession.<br />
Net income:<br />
(Millions of Lire)(1)<br />
(Thousands<br />
of US $) (1) (2)<br />
1994 1995 <strong>1996</strong> <strong>1996</strong><br />
Net income as reported in the consolidated<br />
statements of income 210,220 220,255 245,642 161,713<br />
Items increasing (decreasing) reported income:<br />
Reduction in depreciation and amortization of<br />
fixed assets and trademarks as a consequence of<br />
the elimination of revaluation, including impact<br />
of disposals<br />
Adjustment related to acquisitions and<br />
dispositions of companies under common control<br />
5,160<br />
13,695<br />
475<br />
9,435<br />
476<br />
10,502<br />
Amortization of goodwill (1,052) (1,989) (733) (483)<br />
Adjustment of deferred charges 2,831 2,831 2,831 1,864<br />
M.t.m. gain deriving from adjustment to conform<br />
anticipatory hedging transactions to SFAS 52<br />
-<br />
13,643<br />
Accounting for deferred income tax 1,492 2,605 29,281 19,276<br />
Tax effect of reconciling adjustments (5,376) (8,774) (3,045) (2,004)<br />
Net income before cumulative effect of change<br />
in accounting for premiums on capital hedging<br />
Cumulative effect of change in accounting for<br />
premiums on capital hedging<br />
Net income in accordance with accounting<br />
principles generally accepted in the US<br />
Income per share before cumulative effect<br />
of accounting change<br />
Cumulative effect of change in accounting for<br />
premiums on capital hedging<br />
Net income per share amounts in accordance<br />
with accounting principles generally accepted in<br />
the US<br />
(1) Except per share data, which are in Lire and US $.<br />
226,970<br />
9,200<br />
236,170<br />
(2) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
1,307<br />
53<br />
1,360<br />
238,481<br />
-<br />
238,481<br />
1,366<br />
-<br />
1,366<br />
2,981<br />
287,935<br />
-<br />
287,935<br />
1,650<br />
-<br />
1,650<br />
313<br />
6,914<br />
1,963<br />
189,556<br />
-<br />
189,556<br />
1.09<br />
-<br />
1.09
Stockholders' equity:<br />
Balance as reported in the consolidated balance<br />
sheets<br />
Items increasing (decreasing) stockholders' equity:<br />
Elimination of revaluations of fixed assets and<br />
trademark net of related depreciation and<br />
amortization<br />
Adjustments related to acquisitions and<br />
dispositions of companies under common control<br />
Year Ended December 31,<br />
(Millions of Lire)<br />
(Thousands<br />
of US $) (1)<br />
1994 1995 <strong>1996</strong> <strong>1996</strong><br />
1,504,156 1,656,958 1,820,836 1,198,707<br />
(8,625)<br />
(64,222)<br />
(8,150)<br />
(55,434)<br />
(8,848)<br />
(49,289)<br />
(5,825)<br />
(32,448)<br />
Reinstatement of goodwill previously written-off 4,991 3,002 2,269 1,494<br />
Adjustment of deferred charges (11,325) (8,494) (5,663) (3,728)<br />
M.t.m. gain deriving from adjustment to conform<br />
anticipatory hedging transactions to SFAS 52<br />
-<br />
13,643<br />
16,624<br />
10,944<br />
Accounting for deferred income tax 20,988 23,593 52,874 34,808<br />
Treasury shares - - (719) (473)<br />
Tax effect of reconciling adjustments<br />
Balance in accordance with accounting principles<br />
generally accepted in the US<br />
7,766 (1,008) (4,053) (2,669)<br />
1,453,729<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
1,624,110<br />
1,824,031<br />
1,200,810
Differences which do not have an effect on net income and stockholders’ equity<br />
(J) Amortization of License<br />
As discussed in Note 4 the <strong>Group</strong> is not amortizing certain license costs, as the amounts will be fully<br />
recoverable upon disposal of the underlying assets.<br />
Under US generally accepted accounting principles, such amounts would be amortized over the life of<br />
the license. No adjustment has been made for this item in the accompanying reconciliation, as the<br />
amounts involved are not significant.<br />
(K) Transactions in foreign currencies<br />
As discussed in Note 4, the <strong>Group</strong> records income, relating to forward exchange contracts that were<br />
subsequently renegotiated, on the date of renegotiation.<br />
Under US GAAP, only the m.t.m. at the balance sheet date would be recorded in the consolidated<br />
statement of income. No adjustment has been made for this item in the accompanying reconciliation,<br />
as the amounts are not deemed material.<br />
(l)Purchases and Sales with Parent Company<br />
As mentioned in section (b) of Note 32, under US GAAP transaction between a “controlled group”<br />
should not result in gains or losses, or increases in asset carrying values. During <strong>1996</strong>, the <strong>Group</strong><br />
purchased <strong>Benetton</strong> Gesfin S.p.A. (formely Schemaventi S.p.A.) from Edizione Holding S.p.A. and third<br />
parties.<br />
<strong>The</strong> <strong>Group</strong> recorded a deferred tax asset related to the excess of purchase price over net equity (Lire<br />
2,495 million). In the US GAAP stockholder’s equity reconciliation, the <strong>Group</strong> has reduced stockholder’s<br />
equity for the amount of the excess related to Edizione Holding. <strong>The</strong> remaining amount (Lire 1,057<br />
million) related to third parties shoud be classified as goodwill and not a deferred tax asset for US GAAP.<br />
(m) Traslation differences<br />
<strong>The</strong> <strong>Group</strong> has recorded an additional deferred tax liability (Lire 484 million) for translation differences<br />
arising from the current year translation of foreign deferred taxes. A deferred tax liability would not be<br />
recorded under US GAAP.
Appendix 1
Companies and <strong>Group</strong>s included within the scope of<br />
consolidation as of December 31, <strong>1996</strong><br />
Name of the company Location Currency Capital <strong>Group</strong><br />
Companies and <strong>Group</strong>s consolidated on a line-by-line basis:<br />
Parent company<br />
<strong>Benetton</strong> <strong>Group</strong> S.p.A. Ponzano Veneto (TV) Lit. 87,276,862,500<br />
Italian Subsidiaries<br />
stock interest<br />
Benfin S.p.A. Ponzano Veneto (TV) Lit. 90,000,000,000 100%<br />
. Calzaturificio di Varese <strong>Group</strong> Ponzano Veneto (TV) Lit. 8,808,569,580 96.988%<br />
. Stefani <strong>Group</strong> Grumolo delle Abbadesse (VI) Lit. 600,000,000 78%<br />
. Texcontrol <strong>Group</strong> Ponzano Veneto (TV) Lit. 17,000,000,000 81.875%<br />
. Galli Filati <strong>Group</strong> Prato (FI) Lit. 4,000,000,000 100%<br />
Bencom S.p.A. Ponzano Veneto (TV) Lit. 3,000,000,000 100%<br />
. Benair S.p.A. Ponzano Veneto (TV) Lit. 3,000,000,000 100%<br />
Fabrica S.p.A. Ponzano Veneto (TV) Lit. 8,000,000,000 100%<br />
. Colors Magazine S.r.l. Ponzano Veneto (TV) Lit. 199,000,000 100%<br />
<strong>Benetton</strong> Fashion S.p.A. Ponzano Veneto (TV) Lit. 70,000,000,000 100%<br />
. Socks & Accessories <strong>Benetton</strong> (S.A.B.) <strong>Group</strong> Sesto Fiorentino (FI) Lit. 1,000,000,000 50%<br />
Benlog S.p.A. Ponzano Veneto (TV) Lit. 27,400,000,000 100%<br />
<strong>Benetton</strong> Gesfin S.p.A. Ponzano Veneto (TV) Lit. 80,000,000,000 100%<br />
Foreign subsidiaries<br />
<strong>Benetton</strong> U.S.A. Corp. Delaware US $ 34,654,000 100%<br />
. <strong>Benetton</strong> Retail Corp. Delaware US $ 1,301,000 100%<br />
<strong>Benetton</strong> Holdings N.V. Amsterdam f. 45,434,000 100%<br />
. <strong>Benetton</strong> Cosmetici Holding S.A. Lugano SwF 8,050,000 100%<br />
. <strong>Benetton</strong> Cosmetici S.A. Lugano SwF 50,000 100%<br />
. <strong>Benetton</strong> Cosmétiques France S.A. Paris F 28,050,000 100%<br />
. <strong>Benetton</strong> Cosmetics Corp. New York US $ 3,500,000 100%<br />
. <strong>Benetton</strong> <strong>Group</strong> Japan K.K. Tokyo Yen 400,000,000 100%<br />
. <strong>Benetton</strong> Japan K.K. Tokyo Yen 400,000,000 100%<br />
. <strong>Benetton</strong> Shoes Japan K.K. Tokyo Yen 60,000,000 50%<br />
. Bene Moda K.K. Tokyo Yen 60,000,000 50%<br />
. <strong>Benetton</strong> China Japan K.K. Tokyo Yen 50,000,000 91%<br />
. K.K. Via Veneto Tokyo Yen 232,500,000 50%<br />
. <strong>Benetton</strong> Argentina S.A. Buenos Aires $Arg 500,000 100%<br />
. <strong>Benetton</strong> Mexico S.A. de C.V. Mexico City N$ 27,740,000 100%<br />
. Egyptian European Clothing Manufacturers S.A.E. Alexandria LE 4,000,000 50%<br />
. DCM <strong>Benetton</strong> India Ltd. New Delhi Rs. 80,000,000 50%<br />
. <strong>Benetton</strong> (Far East) Ltd. Hong Kong Hk $ 51,000,000 100%<br />
. United Colors of <strong>Benetton</strong> do Brasil S.A. Sao Josè dos Pinhais R$ 19,707,528 100%<br />
. Colorben Comercio de Roupas Ltda. Sao Paulo R$ 5,000 100%<br />
. Colors Brasil Roupas Ltda. Rio de Janeiro R$ 1,000 100%<br />
. Novaben Comercio de Roupas Ltda. Rio de Janeiro R$ 50,000 100%
Name of the company Location Currency Capital <strong>Group</strong><br />
stock interest<br />
<strong>Benetton</strong> International N.V. Amsterdam f. 244,260,000 100%<br />
. <strong>Benetton</strong> Finance N.V. Curaçao US $ 26,000 100%<br />
. <strong>Benetton</strong> Finance S.A. Luxembourg Lit. 1,000,000,000 100%<br />
. <strong>Benetton</strong> France Trading S.a.r.l. Troyes F 240,000,000 100%<br />
. <strong>Benetton</strong> France S.A. Troyes F 40,000,000 100%<br />
. <strong>Benetton</strong> Realty France S.A. Troyes F 272,000,000 100%<br />
. Catys S.a.r.l. Troyes F 410,040 100%<br />
. <strong>Benetton</strong> España S.L. Castellbisbal Ptas. 100,000,000 100%<br />
. <strong>Benetton</strong> S.A. Castellbisbal Ptas. 200,000,000 100%<br />
. <strong>Benetton</strong> Lda. Maia Esc 20,000,000 100%<br />
. <strong>Benetton</strong> (U.K.) Ltd. London £ 52,334 100%<br />
. <strong>Benetton</strong> Formula Ltd. London £ 3,900,000 100%<br />
. <strong>Benetton</strong> Retail (1988) Ltd. London £ 10,000,000 100%<br />
. <strong>Benetton</strong> Società di Servizi S.A. Lugano SwF 50,000 100%<br />
. <strong>Benetton</strong> do Brasil Textil Ltda. Sao Josè dos Pinhais R$ 10,405 100%<br />
. United Colors Communication S.A. Lugano SwF 1,000,000 100%<br />
. <strong>Benetton</strong> Services S.A. Lugano SwF 1,400,000 100%<br />
. <strong>Benetton</strong> Korea Inc. Seoul W 110,000,000 100%<br />
. <strong>Benetton</strong> Time S.A. Luxembourg US $ 300,000 52%<br />
. <strong>Benetton</strong> Engineering Ltd. Enstone £ 12,342,000 100%<br />
. <strong>Benetton</strong> Tunisia S.a.r.l. Akouda At 303,900 100%<br />
Investments carried at equity:<br />
. <strong>Benetton</strong> Kansai K.K. Osaka Yen 110,000,000 40%<br />
. Beijing <strong>Benetton</strong> Fashion Co. Ltd. Beijing Y 3,797,620 50%<br />
. Shanghai <strong>Benetton</strong> Ltd. Shanghai Y 2,780,000 54.6%<br />
. Benetime Japan K.K. Tokyo Yen 10,000,000 24%<br />
. T.W.R. <strong>Group</strong> Ltd. Kidlington £ 20,000,000 50%<br />
. <strong>Benetton</strong> Central Europe Ltd. Warsaw Zloty 4,224,000 100%<br />
. <strong>Benetton</strong> China Holdings Ltd. Hong Kong US $ 2,600,000 50%<br />
Investments in subsidiaries and associated companies carried at cost:<br />
. Azfin International B.V. Amsterdam f. 40,000 100%<br />
. <strong>Benetton</strong> Australia Pty. Ltd. Sidney $A 1,000 100%
Consolidated balance sheets as of Appendix 2<br />
December 31, 1995 and <strong>1996</strong><br />
(reclassified for an international format) (in millions of Lire) (Thousands<br />
of US $) (1)<br />
Assets 12/31/95 12/31/96 12/31/96<br />
Current Assets<br />
Cash 458,619 498,912 328,448<br />
Marketable securities 400,092 680,019 447,675<br />
Differentials on forward transactions 80,891 75,003 49,377<br />
Financial receivables 141,324 12,173 8,014<br />
Assets leased to third parties 173 1,053 693<br />
Accounts receivable<br />
Trade receivables 1,410,432 1,416,312 932,398<br />
Other receivables 158,510 81,071 53,371<br />
Less - Allowance for doubtful accounts (169,935) (168,883) (111,180)<br />
1,399,007 1,328,500 874,589<br />
Inventories 506,363 411,292 270,765<br />
Prepayments and accrued income 53,030 63,649 41,902<br />
Total current assets 3,039,499 3,070,601 2,021,463<br />
Investments and other non-current assets<br />
Investments 47,151 43,241 28,467<br />
Securities held as fixed assets 20,767 51,042 33,602<br />
Guarantee deposits 29,753 13,332 8,777<br />
Financial receivables 4,104 1,644 1,082<br />
Other non current receivables 2,078 11,628 7,655<br />
Assets leased to third parties 1,054 - -<br />
Fixed assets<br />
104,907 120,887 79,583<br />
Land and buildings 447,822 439,877 289,583<br />
Plant, machinery and equipment 505,931 523,913 344,906<br />
Office furniture, furnishings and electronic equipment 65,656 67,635 44,526<br />
Vehicles and aircraft 47,931 48,123 31,681<br />
Construction in progress and advances for fixed assets 6,186 5,758 3,791<br />
Finance leases 21,729 26,245 17,278<br />
Less - Accumulated depreciation (477,238) (519,285) (341,860)<br />
Intangible assets<br />
618,017 592,266 389,905<br />
Licenses and trademarks 12,310 11,825 7,785<br />
Deferred charges 62,346 68,683 45,215<br />
74,656 80,508 53,000<br />
Total assets 3,837,079 3,864,262 2,543,951<br />
(1)Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
(in millions of Lire) (Thousands<br />
of US $) (1)<br />
Liabilities and stockholders' equity 12/31/95 12/31/96 12/31/96<br />
Current liabilities<br />
Bank loans 568,003 786,034 517,468<br />
Bonds - 34,986 23,032<br />
Short-term loans 668 4,002 2,635<br />
Current portion of long-term loans 172,735 25,536 16,811<br />
Current portion of lease financing 3,146 3,720 2,449<br />
Accounts payable 528,624 550,665 362,518<br />
Other payables and accruals 144,899 125,725 82,768<br />
Reserve for income taxes 70,297 27,682 18,224<br />
Total current liabilities 1,488,372 1,558,350 1,025,905<br />
Long-term liabilities<br />
Bonds 279,827 236,075 155,415<br />
Long-term loans, net of current portion 211,429 83,823 55,183<br />
Other long-term liabilities 2,123 1,942 1,279<br />
Lease financing 10,970 12,657 8,332<br />
Reserve for termination indemnities 58,736 62,521 41,159<br />
Reserve for deferred income taxes - 144 95<br />
Other reserves 89,801 63,311 41,679<br />
652,886 460,473 303,142<br />
Minority interests in consolidated subsidiaries 38,863 24,603 16,197<br />
Stockholders' equity<br />
Capital stock 87,277 87,277 57,457<br />
Additional paid-in capital 472,661 472,661 311,166<br />
Surplus from monetary revaluation of assets 45,028 46,202 30,416<br />
Other reserves and retained earnings 816,037 962,107 633,382<br />
Translation differences 15,700 6,947 4,573<br />
Net income for the year 220,255 245,642 161,713<br />
1,656,958 1,820,836 1,198,707<br />
Total liabilities and stockholders' equity 3,837,079 3,864,262 2,543,951<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
Consolidated statements of income for the years ended December 31, 1994, 1995 and <strong>1996</strong><br />
Appendix 3<br />
(reclassified for an international format) (in millions of Lire) (Thousands<br />
Revenue<br />
of US $) (1)<br />
1994 1995 <strong>1996</strong> <strong>1996</strong><br />
Net sales 2,640,752 2,767,585 2,702,685 1,779,253<br />
Other revenues 146,920 171,549 168,423 110,877<br />
Cost of sales<br />
2,787,672 2,939,134 2,871,108 1,890,130<br />
Material and net change in inventories 804,809 872,790 809,982 533,234<br />
Payroll and related cost 160,619 171,687 172,412 113,504<br />
Subcontract work 562,863 549,958 616,189 405,654<br />
Industrial depreciation 54,428 59,226 56,759 37,366<br />
Other manufacturing costs 56,335 67,631 61,231 40,310<br />
1,639,054 1,721,292 1,716,573 1,130,068<br />
Gross margin 1,148,618 1,217,842 1,154,535 760,062<br />
Selling, general and administrative expenses<br />
Payroll and related cost 160,242 165,579 149,216 98,233<br />
Distribution and transport 56,007 56,969 46,797 30,808<br />
Sales commission 107,301 114,994 132,629 87,313<br />
Advertising and promotion 132,803 119,993 101,638 66,911<br />
Depreciation and amortization 41,184 41,763 38,153 25,117<br />
Other expenses 262,341 274,741 284,421 187,242<br />
759,878 774,039 752,854 495,624<br />
Income from operation 388,740 443,803 401,681 264,438<br />
Other (income) expenses<br />
Foreign currency (gain) loss, net 3,194 (45,957) (117,214) (77,165)<br />
Interest income (188,646) (131,422) (142,292) (93,675)<br />
Interest expense 229,449 178,062 154,913 101,983<br />
Other (income) expense, net (13,000) 32,025 49,107 32,329<br />
30,997 32,708 (55,486) (36,528)<br />
Income before taxes and minority interests 357,743 411,095 457,167 300,966<br />
Income taxes 150,554 188,659 206,638 136,036<br />
Income before minority interests 207,189 222,436 250,529 164,930<br />
Minority interests (3,031) 2,181 4,887 3,217<br />
Net income 210,220 220,255 245,642 161,713<br />
(1) Exchange rate: US $ 1 = Lire 1,519 as of December 31, <strong>1996</strong>.<br />
<strong>The</strong> accompanying notes to consolidated financial statements are an integral part of these consolidated statements.
Valuation and qualifying accounts<br />
As of December 31, 1994, 1995 and <strong>1996</strong><br />
Description Balance at<br />
Beginning<br />
of Period<br />
Additions<br />
Charged to<br />
Profit/Loss<br />
Deducted in the Balance Sheets from the assets to which it applies:<br />
Allowance for doubtful accounts<br />
SCHEDULE VIII<br />
(in millions of Lire)<br />
Other(1) Deductions Balance at<br />
1994 150,084 66,888 (1,818) (41,878) (2) 173,276<br />
1995 173,276 60,839 (3,389) (60,791) (2) 169,935<br />
<strong>1996</strong> 169,935 78,304 (4,763) (74,593) (2) 168,883<br />
Inventory valuation reserve<br />
1994 16,252 5,036 1,008 (8,327) 13,969<br />
1995 13,969 12,291 (420) (10,387) 15,453<br />
<strong>1996</strong> 15,453 9,382 (1,827) (10,027) 12,981<br />
Other reserves<br />
- Exchange fluctuation reserve<br />
1994 55,561 12,187 1 (21,819) 45,930<br />
1995 45,930 6,285 (4) (11,876) 40,335<br />
<strong>1996</strong> 40,335 14,366 (102) (53,520) 1,079<br />
- Risk reserve<br />
1994 7,099 5,360 (1,147) (4,987) 6,325<br />
1995 6,325 30,517 (1,218) (3,092) 32,532<br />
<strong>1996</strong> 32,532 23,046 (3,516) (7,716) 44,346<br />
- Taxation reserve<br />
1994 7,580 50 - - 7,630<br />
1995 7,630 - 20 - 7,650<br />
<strong>1996</strong> 7,650 130 63 (61) 7,782<br />
- Reserve for agents’ termination indemnities<br />
1994 9,219 272 (840) (254) 8,397<br />
1995 8,397 2,239 - (1,352) 9,284<br />
<strong>1996</strong> 9,284 9,282 - (8,462) 10,104<br />
- Total other reserves<br />
1994 79,459 17,869 (1,986) (27,060) 68,282<br />
1995 68,282 39,041 (1,202) (16,320) 89,801<br />
<strong>1996</strong> 89,801 46,824 (3,555) (69,759) 63,311<br />
(1) Represents balances of acquired companies, transfers from other reserve accounts and the effect of translation adjustment.<br />
(2) Represents write-offs of uncollectible accounts.<br />
End of<br />
Period
REPORT OF THE BOARD OF STATUTORY AUDITORS<br />
ON THE CONSOLIDATED FINANCIAL STATEMENTS<br />
To the Stockholders of <strong>Benetton</strong> <strong>Group</strong> S.p.A., the Parent Company,<br />
As part of our duties pursuant to Article 41 of Decree 127/91, we have examined the consolidated<br />
financial statements of the <strong>Benetton</strong> <strong>Group</strong> as of December 31, <strong>1996</strong>, which report net income of<br />
Lire 245,642 million, total assets of Lire 3,864,262 million, total liabilities of Lire 2,018,823 million,<br />
stockholders’ equity of Lire 1,845,439 million, and memorandum accounts totaling Lire 5,948,485 million,<br />
together with the <strong>Report</strong> on Operations.<br />
Based on the information and documentation received from the Directors and Management, we<br />
confirm the following:<br />
a) Examination of the consolidated financial statements<br />
1. Our examination was performed in accordance with the law that regulates consolidated financial<br />
statements, with the standards of conduct recommended by the Italian accounting profession and<br />
with generally-accepted accounting principles. <strong>The</strong> financial statements were audited by Deloitte &<br />
Touche S.p.A., who have not communicated to us any censurable matters concerning the Parent<br />
Company or any of its subsidiaries.<br />
2. <strong>The</strong> financial statements of the subsidiary and associated companies included within the scope of<br />
consolidation were examined, as required by the law, by their respective Boards of Statutory Auditors<br />
and Independent Auditors. We have not been informed by the independent auditors or any other<br />
party of irregularities of any kind in relation to such financial statements.<br />
3. In our opinion, the abovementioned consolidated financial statements reflect the accounting<br />
records of the Parent Company and the information received from subsidiary companies, and have<br />
been prepared in conformity with the principles of consolidation and the criteria for establishing the<br />
scope of consolidation laid down in Decree 127/91. <strong>The</strong> instructions contained in Articles 32 and 38<br />
of the Decree mentioned have also been respected. Accordingly, taken as a whole, the<br />
consolidated financial statements fairly present the financial position of the <strong>Benetton</strong> <strong>Group</strong> as of<br />
December 31, <strong>1996</strong>, and its results for the year then ended.<br />
b) Examination of the <strong>Report</strong> on Operations<br />
1. We have examined the report of the Directors on the results of operations that accompanies the<br />
consolidated financial statements, in order to verify compliance with Article 40 of Decree 127/91 and<br />
determine its consistency with such statements pursuant to Article 41 of the same Decree.<br />
2. On the basis of the work we performed, the Board of Statutory Auditors believes that the <strong>Report</strong> on<br />
<strong>Group</strong> Operations is properly presented and is consistent with the consolidated financial statements.<br />
Ponzano Veneto, April 7, 1997<br />
THE BOARD OF STATUTORY AUDITORS<br />
Dino Sesani<br />
Fanio Fanti<br />
Filippo Duodo
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS<br />
BENETTON GROUP S.P.A.<br />
We have audited the accompanying consolidated balance sheet of BENETTON GROUP S.p.A. (an<br />
Italian Corporation) and subsidiaries as of December 31, 1995 and <strong>1996</strong> and the related consolidated<br />
statements of income, changes in stockholders’ equity and cash flows for the two years then ended.<br />
<strong>The</strong>se financial statements are the responsibility of the Company’s management. Our responsibility is to<br />
express an opinion on these financial statements based on our audit. We did not audit the financial<br />
statements of certain subsidiaries, which financial statements represented 8 percent of total<br />
consolidated assets as of December 31, <strong>1996</strong> and 7 percent of total consolidated revenues for the year<br />
then ended. <strong>The</strong> financial statements of these subsidiaries were audited by other independent auditors<br />
whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included<br />
in the consolidated financial statements for those entities, is based solely on the reports of the other<br />
auditors.<br />
We conducted our audit in accordance with auditing standards generally accepted in the United<br />
States of America. Those standards require that we plan and perform the audit to obtain reasonable<br />
assurance about whether the financial statements are free of material misstatements. An audit includes<br />
examining, on a test basis, evidence supporting the amounts and disclosures in the financial<br />
statements. An audit also includes assessing the accounting principles used and significant estimates<br />
made by management, as well as evaluating the overall financial statement presentation. We believe<br />
our audit provides a reasonable basis for our opinion.<br />
In our opinion, based on our audit and the reports of other auditors, the consolidated financial<br />
statements referred to above present fairly, in all material respects, the consolidated financial position<br />
of BENETTON GROUP S.p.A. and subsidiaries as of December 31, 1995 and <strong>1996</strong>, and the results of their<br />
operations and their cash flows for the two years ended December 31, <strong>1996</strong>, in conformity with the<br />
accounting principles established or adopted by the Italian Law and the Italian Accounting Profession.<br />
<strong>The</strong> accounting principles referred to above vary in certain respects from accounting principles<br />
generally accepted in the United States of America. A description of the significant differences and the<br />
adjustments required to conform consolidated net income and stockholders’ equity for the two years<br />
ended December 31, <strong>1996</strong>, to generally accepted accounting principles in the United States are set<br />
forth in Note 32 to the consolidated financial statements.<br />
Our audit comprehended the translation of Italian Lire amounts into U.S. dollar amounts and, in our<br />
opinion, such translation has been made in conformity with the basis stated in Note 4. Such U.S. dollar<br />
amounts are presented solely for the convenience of international readers.<br />
Treviso, Italy<br />
April 8, 1997<br />
DELOITTE & TOUCHE S.p.A.
Information for Stockholders Informazioni agli Azionisti<br />
Corporate Headquarters Sede<br />
<strong>Benetton</strong> <strong>Group</strong> S.p.A. <strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />
Villa Minelli Villa Minelli<br />
31050 Ponzano (TV) 31050 Ponzano (TV)<br />
Italy Italy<br />
Capital Stock: Lire 90,767,937,000 fully paid Cap. Soc.. Lit. 90.767.937.000 i.v.<br />
Registered No. 4424 Treviso R.I. di Treviso n. 4424<br />
Tel.: (39) 0422-4491 Tel.: (39) 0422-4491<br />
Stock Exchange Listings Borse Valori<br />
<strong>Benetton</strong> <strong>Group</strong> S.p.A. stock is listed<br />
Il Titolo <strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />
on the following Stock Exchanges: Milan, è quotato alle Borse Valori di Milano,<br />
Frankfurt, New York (symbol BNG) and is Francoforte, New York ed è trattato alla<br />
admitted for trading on the Stock Exchange SEAQ di Londra<br />
Automated Quotation System (SEAQ<br />
International) in London.<br />
Rapporti con gli investitori<br />
Ufficio Rapporti con gli investitori<br />
<strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />
Villa Minelli<br />
31050 Ponzano (TV)<br />
Italia<br />
Tel.: (39) 0422-449412<br />
Investor Relations<br />
Investor Relations Office<br />
<strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />
Villa Minelli<br />
31050 Ponzano (TV)<br />
Italy<br />
Tel.: (39) 0422-449412<br />
Assemblea <strong>Annual</strong>e<br />
e Pagamento dei Dividendi<br />
<strong>Annual</strong> Meetings L’assemblea annuale degli azionisti si tiene<br />
and Payment of Dividends presso la sede della società normalmente<br />
<strong>Annual</strong> meetings of stockholders are held at in aprile.<br />
Company’s Headquarters normally in April. I dividendi vengono pagati generalmente<br />
Dividends are paid usually about the middle<br />
of May.<br />
intorno alla metà di maggio.<br />
Depositario per gli ADR<br />
Stock Transfer Agent<br />
Per possesori ADR:<br />
For holders of ADRs:<br />
Morgan Guaranty Trust Company<br />
Morgan Guaranty Trust Company<br />
60 Wall Street<br />
60 Wall Street<br />
New York, New York 10260<br />
New York, New York 10260<br />
U.S.A.<br />
U.S.A.<br />
Documentazione per gli Azionisti<br />
<strong>Report</strong>s available to Stockholders<br />
Sono disponibili gratuitamente:<br />
<strong>The</strong> following reports may be obtained Bilancio<br />
without charge:<br />
Relazione semestrale<br />
<strong>Annual</strong> <strong>Report</strong><br />
Eventuali richieste possono essere inoltrate a:<br />
Half-Year <strong>Report</strong>.<br />
Ufficio Relazioni con gli Azionisti<br />
Requests should be addressed to:<br />
Segreteria della Società<br />
Stockholder Relations<br />
<strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />
Corporate Secretary’s Office<br />
Villa Minelli<br />
<strong>Benetton</strong> <strong>Group</strong> S.p.A.<br />
31050 Ponzano (TV)<br />
Villa Minelli<br />
31050 Ponzano (TV)<br />
Italia<br />
Italy<br />
Società di Revisione<br />
Deloitte & Touche S.p.A.<br />
Independent Accountants<br />
Viale della Repubblica, 22<br />
Deloitte & Touche S.p.A. 31020 Fontane di Villorba - (TV)<br />
Viale della Repubblica, 22<br />
31020 Fontane di Villorba - (TV)<br />
Italy<br />
Italy