UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

For the month of November, 2006

 

Benetton Group S.p.A.

 

Via Villa Minelli, 1 - 31050 Ponzano Veneto, Treviso - ITALY

 

(Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F)

 

Form 20-F X Form 40-F

 

(Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934).

 

Yes ___ No X

 

TABLE OF CONTENTS

Benetton Group 2006 nine-month report

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Benetton Group S.p.A.

By: /s/ Luciano Benetton

______________________

Name: Luciano Benetton

Title: Chairman

Dated: November 22, 2006

 

 

 

 

 

 

 

 

Benetton Group

2006 nine-month report

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benetton Group S.p.A.

Villa Minelli

Ponzano Veneto (Treviso) - Italy

Share capital: Euro 237,478,139.60 fully paid-in

Tax ID/Treviso Company register: 00193320264

Index

 

 

 

The Benetton Group

3

Directors and other officers

4

Highlights

Directors'report

5

Benetton Group financial highlights

- Events and results in the first nine months of 2006

- Investments

6

Supplementary information

- Stock option plan

7

- Treasury shares

- Relations with the holding company, its subsidiaries and other related parties

- Directors

8

- Principal organizational and corporate changes

- Significant events after September 30, 2006

- Outlook for the full year

9

Consolidated Group results

- Consolidated income statement

13

- Business segments

16

- 3rd quarter 2006

20

- Balance sheet and financial position highlights

Consolidated financial statements

23

Consolidated income statement

24

Consolidated balance sheet - Assets

25

Consolidated balance sheet - Shareholders'equity and liabilities

26

Shareholders'equity - Statement of changes

27

Consolidated cash flow statement

Explanatory notes

28

Summary of main accounting standards and policies

35

Financial risk management

37

Supplementary information

39

Comments on the principal items in the income statement

44

Comments on the principal asset items

47

Comments on the principal items in shareholders'equity and liabilities

48

Supplementary information

- Financial position

50

- Segment information

52

- Other information

Directors and other officers

Board of Directors

Luciano Benetton (1)

Chairman

Carlo Benetton

Deputy Chairman

Alessandro Benetton

Deputy Chairman

Silvano Cassano (2)

Chief Executive Officer

Giuliana Benetton

Directors

Gilberto Benetton

Luigi Arturo Bianchi

Giorgio Brunetti

Gianni Mion

Robert Singer

Ulrich Weiss

Pierluigi Bortolussi

Secretary to the Board

Board of Statutory Auditors

Angelo Casò

Chairman

Filippo Duodo

Auditors

Antonio Cortellazzo

Marco Leotta

Alternate Auditors

Piermauro Carabellese

Independent Auditors

PricewaterhouseCoopers S.p.A.

 

 Powers granted

(1) Company representation and power to carry out any action that is consistent with the Company's purpose, except for those powers expressly reserved by law to the Board of Directors and to the Shareholders' Meeting, with restrictions on certain types of action.

(2) Power to carry out any action relating to the ordinary administration of the Company as well as certain acts of extraordinary administration subject to limits on amounts.

Highlights Application of IFRS

The Group's financial statements for the first nine months of 2006 and comparative periods have been drawn up in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Union, which are in force at the date of preparing this report.

Key financial data - highlights

Nine months

Nine months

Full year

Key operating data (millions of euro)

2006

%

2005

%

Change

%

2005

%

Revenues

1,372

100.0

1,288

100.0

84

6.5

1,765

100.0

Gross operating income

579

42.2

559

43.4

20

3.5

770

43.6

Contribution margin

481

35.1

468

36.3

13

2.8

643

36.4

EBITDA

203

14.8

209

16.2

(6)

(2.6)

285

16.2

Ordinary operating result (*)

126

9.2

141

10.9

(15)

(10.1)

205

11.6

Operating profit

137

10.0

138

10.7

(1)

(0.2)

157

8.9

Net income for the period attributable to

the Parent Company and minority interests

94

6.9

90

7.0

4

4.8

114

6.5

Net income for the period

attributable to the Parent Company

94

6.9

89

6.9

5

6.4

112

6.3

(*) Ordinary operating result is reported for the purposes of evaluating the performance of the company's core business. This information is not required by either IFRS or US GAAP.

Key financial data (millions of euro)

09.30.2006

12.31.2005

09.30.2005

Working capital

755

688

876

Assets held for sale

8

8

-

Net capital employed

1,773

1,626

1,814

Net financial position

452

351

565

Total shareholders'equity

1,321

1,275

1,249

Free cash flow (normalized)

(65)

167

(A)

(62)

(A)

Net total investments/(disposals)

(excluding purchase and sale of securities)

103

118

79

(A) Excludes 118 million euro in proceeds from the sale of financial assets.

Share and market data

09.30.2006

12.31.2005

09.30.2005

Basic earnings per share (euro)

0.52

0.62

0.49

Shareholders'equity per share (euro)

7.14

6.95

6.82

Price at period end (euro)

13.57

9.62

8.92

Screen-based market: high (euro)

13.95

10.15

10.15

Screen-based market: low (euro)

9.63

7.01

7.01

Market capitalization (thousands of euro)

2,465,013

1,746,596

1,619,505

Average no. of shares outstanding

181,598,100

181,558,811

181,558,811

Number of shares outstanding

182,559,058

181,558,811

181,558,811

 

Number of personnel

09.30.2006

12.31.2005

09.30.2005

Total employees

8,905

7,978

7,813

Directors' report Benetton Group financial highlights

Details of the accounting policies and consolidation methods used for preparing the nine-month report, as adapted for the nature of interim reporting, can be found in the section containing the Explanatory notes.

Events and results in the first nine months of 2006

Group net revenues amounted to 1,372 million euro in the first nine months of 2006, having increased by 84 million euro (+6.5%) on the figure of 1,288 million euro reported in the corresponding period of 2005.

"Apparel" segment revenues from third parties came to 1,267 million euro, an increase of 83 million euro (+7.0%) on the 2005 nine-month comparative figure of 1,184 million euro. This segment benefited from:

Significant growth has continued to be reported by countries in the Mediterranean Area and Eastern Europe, as well as by China and India.

Exchange differences benefited revenues to the tune of around 0.4 million euro.

Gross operating income reported a margin of 42.2% on revenues, compared with 43.4% in the same period of 2005, while contribution margin was 35.1%, having come down from 36.3% in the corresponding period of 2005; these margins were particularly influenced by the Group's policies for stimulating growth of its network and for raising its margins.

Operating profit was 137 million euro compared with 138 million in the first nine months of 2005, representing 10.0% of revenues compared with 10.7% in the comparative period. General and operating expenses accounted for virtually the same proportion of revenues as before.

Net income for the period attributable to the Parent Company was 94 million euro compared with 89 million euro in the first nine months of 2005 (representing 6.9% of revenues, the same as the year before).

Shareholders' equity attributable to the Parent Company amounted to 1,303 million euro compared with 1,262 million euro at December 31, 2005.

The net financial position reported net debt of 452 million euro, compared with 565 million euro at September 30, 2005 and 351 million euro at December 31, 2005. The improvement on a year earlier, achieved despite a growth in investments in operating assets, reflected better working capital management as a result of the Group's commercial policies.

Investments

The Group's net investment in operating assets amounted to 90 million euro in the first nine months of 2006 compared with 61 million euro in the 2005 comparative period.

Most of the expenditure related to the commercial network, with 84 million euro spent on purchasing, modernizing and upgrading stores, particularly in countries with major development potential like those in Eastern Europe, which are instrumental to future sales growth. Investments in production amounted to 19 million euro and related to the establishment of a factory in Croatia, the foreign manufacturing companies and the textile segment.

The remaining investments amounted to 14 million euro, of which approximately 9 million euro related to SAP asset management software and the implementation of the new information system in the retail network.

The divestments of 27 million euro in the period mostly related to the sale of a commercial property by a subsidiary in Spain.

Supplementary information

Stock option plan. The first vesting period envisaged by the stock option plan, instituted in September 2004 by the Board of Directors of Benetton Group S.p.A., came to an end in September 2006. As a result, a total of 1,337,519 options became exercisable, meaning that their beneficiaries could subscribe to an equal number of the Company's shares at a price of 8.984 euro each up until the plan's end date in September 2013. The increase in share capital resulting from the exercise of the options is divisible, meaning that share capital will increase by an amount corresponding to the options exercised by the stated end date.

A total of 1,000,247 options had been exercised as of September 30, 2006, involving the issue of a corresponding number of shares and an increase in share capital from 236,026,454.30 euro to 237,326,775.40 euro.

A further 116,434 options were exercised in October, causing share capital to increase to 237,478,139.60 euro.

Further to a review of the overall structure, scope and principles of the system of incentives, management has agreed with the Company to cancel the second "tranche" of the plan, which will therefore terminate upon the exercise of the 220,838 remaining unexercised options.

Details of the rules of this stock option plan can be found under "Codes" in the Corporate Governance/Investor Relations section of the website www.benettongroup.com/investors/.

Options

Options

Options

Options

expired and

cancelled in

Options

of which

outstanding

New options

exercised

not exercised

the period due

outstanding

exercisable

as of

granted in

in the

or lost in the

to termination

as of

as of

(euro)

01.01.2006

the period

period

period

of employment

09.30.2006

09.30.2006

No. of options

3,233,577

-

1,000,247

1,337,519

558,539

337,272

337,272

Allocation ratio (%)

1.781

-

0.551

0.737

0.308

0.185

0.185

Weighted average

exercise price

8.98

-

8.98

8.98

8.98

8.98

8.98

Market price

9.62

13.57

13.57

Treasury shares. During the period in question, Benetton Group S.p.A. neither bought nor sold any treasury shares, or shares or stock in holding companies, either directly or indirectly or through subsidiaries, trustees or other intermediaries.

Relations with the holding company, its subsidiaries and other related parties. The Benetton Group has limited trade dealings with Edizione Holding S.p.A. (the holding company), with subsidiary companies of the same and with other parties which, directly or indirectly, are linked by common interests with the majority shareholder. Trading relations with such parties are conducted on an arm's-length basis and using the utmost transparency.

These transactions relate mostly to purchases of tax credits and the purchase and sale of services.

In addition, Italian Group companies have made a group tax election under articles 117 et seq. of the Tax Consolidation Act DPR 917/86, based on a proposal by the consolidating company Edizione Holding S.p.A., which decided to opt for this type of tax treatment on December 30, 2004. The election lasts for three years starting from the 2004 fiscal year. The relationships arising from participation in the group tax election are governed by specific rules, approved and signed by all participating companies.

The Group has also undertaken some transactions with companies directly or indirectly controlled by, or otherwise under the influence of, managers serving within the Group. The Parent Company's management considers that such transactions were completed at going market rates. The total value of such transactions was not, in any case, significant in relation to the total value of the Group's production. No Director, manager, or shareholder is a debtor of the Group.

 Directors. Parent Company directors as of September 30, 2006 were as follows:

Name and surname

Date of birth

Appointed

Office

 

Luciano Benetton

05.13.1935

1978

Chairman

 

Carlo Benetton

12.26.1943

1978

Deputy Chairman

 

Alessandro Benetton

03.02.1964

1998

Deputy Chairman

 

Silvano Cassano

12.18.1956

2003

Chief Executive Officer

 

Giuliana Benetton

07.08.1937

1978

Director

 

Gilberto Benetton

06.19.1941

1978

Director

 

Gianni Mion

09.06.1943

1990

Director

 

Ulrich Weiss

06.03.1936

1997

Director

 

Luigi Arturo Bianchi

06.03.1958

2000

Director

 

Giorgio Brunetti

01.14.1937

2005

Director

 

Robert Singer

01.30.1952

2006

Director

Luciano Benetton, Gilberto Benetton, Carlo Benetton and Giuliana Benetton are siblings; Alessandro Benetton is the son of Luciano Benetton.

Principal organizational and corporate changes. In February, as part of the strategy to expand trade in Eastern Europe, Benetton Real Estate International S.A. purchased all the share capital in the company Real Estate Russia Z.A.O. for the purposes of making a real estate investment in St. Petersburg (Russia). In March, Bencom S.r.l. opened up a branch in Iran with a view to developing trade in this country. In May, Benetton Retail Poland Sp. z o.o. was formed in Poland as a wholly-owned subsidiary of the Luxembourg-based company Benetton International S.A.

Benetton Textil - Confeçcão de Têxteis S.A., a Portuguese company, was wound up as part of the process of streamlining corporate structure.

In July, two French companies were purchased as part of the ongoing policy of strengthening the commercial network: these were B.L.B. S.A.S. and Les Halles S.A. which own two businesses located in Saint-Herblain and Paris respectively.

In August, the subsidiary Benetton Retail Italia S.r.l. purchased 50% of the shares in Milano Report S.p.A. (formerly Innominato S.p.A. of the Percassi Group), which runs 48 retail stores that sell the United Colors of Benetton, Sisley and Playlife brands and are mostly located in Lombardy. This deal represents an important step forward for Benetton in its strategy of developing and expanding the Benetton store network in Italy and abroad, including by internal means.

Significant events after September 30, 2006. Two operations were completed at the start of October with the goal of providing additional support to the expansion of trade in Asia. Firstly, Benetton International Emirates L.L.C., a company based in Dubai in which Benetton International S.A. holds a 49% interest, became fully registered. Secondly, Benlim Ltd., a Chinese company, was formed with 50% of its shares owned by Benetton Asia Pacific Ltd. and the remainder by third parties.

Benetton Real Estate International S.A. purchased the entire interest in the company Property Russia Z.A.O. for the purposes of making a real estate investment in Samara (Russia).

On November 13, 2006 Silvano Cassano, the Chief Executive Officer, and Pier Francesco Facchini, Group Chief Financial Officer, both tendered their resignation from office.

Silvano Cassano, who has managed and completed the three-year process of rationalization and reorganization envisaged in his mandate, will nonetheless continue to be a member of the Board of Directors.

Outlook for the full year. The 2006 collections have been well received by the network of partners and end customers, who are responding positively to the new initiatives taken by the Group. In keeping with the trends reported since the second half of 2005, we are expecting to see a further improvement in the performance of the directly operated stores. Furthermore, the Group has started to consolidate the retail operations of its new subsidiary Milano Report S.p.A. as from August 2006.

The significant increase in business suggests that consolidated revenues are likely to grow by around 8% in 2006.

Markets in the Mediterranean Area, Eastern Europe, China and India are expected to make a major contribution to growth.

Given the ongoing efforts to make the manufacturing and commercial system more efficient, we can expect operating profit to be around 10% of consolidated revenues and net income to be in the region of 6.5%-7% of consolidated revenues.

Consolidated Group results

Consolidated income statement. Highlights from the Group's income statements for the first nine months of 2006 and 2005 and for the full year 2005 are presented below; they are based on a reclassification according to the function of expenses. The percentage changes are calculated with reference to the precise figures.

Nine months

Nine months

Full year

(millions of euro)

2006

%

2005

%

Change

%

2005

%

Revenues

1,372

100.0

1,288

100.0

84

6.5

1,765

100.0

Materials and subcontracted work

686

50.0

622

48.4

64

10.2

846

47.9

Payroll and related costs

61

4.4

60

4.6

1

1.7

85

4.8

Industrial depreciation and amortization

13

1.0

16

1.2

(3)

(14.5)

21

1.2

Other manufacturing costs

33

2.4

31

2.4

2

5.9

43

2.5

Cost of sales

793

57.8

729

56.6

64

8.8

995

56.4

Gross operating income

579

42.2

559

43.4

20

3.5

770

43.6

Distribution and transport

44

3.2

39

3.0

5

12.3

56

3.2

Sales commissions

54

3.9

52

4.1

2

3.1

71

4.0

Contribution margin

481

35.1

468

36.3

13

2.8

643

36.4

Payroll and related costs

109

7.9

102

7.9

7

7.2

135

7.7

Advertising and promotion

52

3.8

42

3.2

10

23.7

61

3.5

Depreciation and amortization

49

3.6

49

3.8

-

(1.1)

64

3.6

Other income and expenses

145

10.6

134

10.5

11

8.0

178

10.0

General and operating expenses

355

25.9

327

25.4

28

8.4

438

24.8

Ordinary operating result (*)

126

9.2

141

10.9

(15)

(10.1)

205

11.6

Non-recurring expenses/(income)

(11)

(0.8)

3

0.2

(14)

n.s.

48

2.7

Operating profit

137

10.0

138

10.7

(1)

(0.2)

157

8.9

Financial income/(expenses)

(12)

(0.8)

(14)

(1.1)

2

(14.1)

(23)

(1.3)

Foreign currency hedging gains/(losses)

and exchange differences

(1)

(0.1)

(1)

(0.1)

-

19.2

-

-

Income before taxes

124

9.1

123

9.5

1

1.2

134

7.6

Income taxes

30

2.2

33

2.5

(3)

(8.6)

20

1.1

Net income/(loss) for the period

94

6.9

90

7.0

4

4.8

114

6.5

attributable to:

- shareholders of the Parent Company

94

6.9

89

6.9

5

6.4

112

6.3

- minority interests

-

-

1

0.1

(1)

n.s.

2

0.2

(*) Ordinary operating result is reported for the purposes of evaluating the performance of the company's core business. This information is not required by either IFRS or US GAAP.

Group net revenues amounted to 1,372 million euro in the first nine months of 2006, having increased by 84 million euro (+6.5%) on the figure of 1,288 million euro reported in the corresponding period of 2005.

"Apparel" segment revenues from third parties came to 1,267 million euro, an increase of 83 million euro (+7.0%) on the 2005 nine-month comparative figure of 1,184 million euro. This segment benefited from:

Significant growth has continued to be reported by countries in the Mediterranean Area and Eastern Europe, as well as by China and India.

Exchange differences benefited revenues to the tune of around 0.4 million euro.

The "Textile" segment reported 71 million euro in revenues from third parties, compared with 76 million euro in the corresponding period of 2005. The decrease of 5 million euro (6.6%) was mostly due to the closure of a factory at the end of 2005, carried out as part of plans to reorganize this segment.

Revenues in the "Other and unallocated" segment, which just refer to sports equipment sales, were 18.8% higher than in the first nine months of 2005 at 34 million euro.

Cost of sales increased by around 64 million euro in absolute terms to 793 million euro, representing 57.8% of revenues compared with 56.6% in the first nine months of 2005. The individual segments reported the following trends in the cost of sales:

Consolidated gross operating income reported a margin of 42.2% compared with 43.4% in the same period of 2005; trends in the individual segments were as follows:

Selling costs (distribution, transport and sales commissions) amounted to 98 million euro compared with 91 million euro in the comparative period, representing 7.1% of revenues, staying in line with the corresponding period in 2005; the apparel segment reported an increase of 7 million euro in these costs due to the growth in volumes and the larger contribution from Korea and India.

The consolidated contribution margin rose to 481 million euro from 468 million euro in the first nine months of 2005, while going from 36.3% to 35.1% of revenues. The individual segments reported the following trends in contribution margin:

General and operating expenses amounted to 355 million euro, up from 327 million euro in the same period of 2005 and rising from 25.4% to 25.9% of revenues; the expansion of the direct channel was the cause of this increase. The individual segments reported the following trends in general and operating expenses:

General and operating expenses are discussed in more detail below:

Net non-recurring income came to 11 million euro in the first nine months of 2006 compared with 3 million euro in net non-recurring expenses in the corresponding period of 2005. It mostly refers to the capital gain realized on the sale of a commercial property by a Spanish subsidiary, the compensation received for the early vacation of certain rented properties used by the retail network and the release of provisions made in prior years against the costs of closing two directly operated stores and of a legal dispute over the use of a sports equipment patent that has now been successfully settled. This amount is stated net of around 6 million euro in expenses and impairment losses recognized for certain assets in the apparel segment and the cost of canceling the second "tranche" of the stock option plan.

Consolidated operating profit was 137 million euro compared with 138 million euro in the first nine months of 2005, reporting a decrease from 10.7% to 10.0% of revenues; operating profit in the individual segments was as follows:

Net financial expenses and exchange differences amounted to 13 million euro, representing 0.9% of revenues, down from 1.2% in the first nine months of 2005. This result basically reflects the decrease in average debt over the period.

The tax charge amounted to 30 million euro compared with 33 million euro in the period to September 2005, representing a tax rate of 24.2%.

Net income for the period attributable to the Group came to 94 million euro compared with 89 million euro in the first nine months of 2005, representing 6.9% of revenues just as in the corresponding prior year period.

The average number of employees in each segment during the period was as follows:

Business segments. The Group's activities are divided into three segments in order to provide the basis for effective administration and decision-making, and to supply representative and significant information about company performance to financial investors.

The business segments are as follows:

For comparative purposes, segment results for the first nine months of 2006 and 2005 and full year 2005 are shown below.

Other and

(millions of euro)

Apparel

Textile

unallocated

Eliminations

Consolidated

Revenues from third parties

1,267

71

34

-

1,372

Inter-segment revenues

1

122

-

(123)

-

Total revenues

1,268

193

34

(123)

1,372

Cost of sales

709

174

33

(123)

793

Gross operating income

559

19

1

-

579

Selling costs

92

7

-

(1)

98

Contribution margin

467

12

1

1

481

General and operating expenses

346

8

1

-

355

Ordinary operating result

121

4

-

1

126

Non-recurring expenses/(income)

(9)

-

(2)

-

(11)

Operating profit

130

4

2

1

137

Depreciation and amortization

51

11

-

-

62

Other non-monetary costs (impairment and stock options)

4

-

-

-

4

EBITDA

185

15

2

1

203

Other and

(millions of euro)

Apparel

Textile

unallocated

Eliminations

Consolidated

Revenues from third parties

1,184

76

28

-

1,288

Inter-segment revenues

2

132

-

(134)

-

Total revenues

1,186

208

28

(134)

1,288

Cost of sales

649

186

27

(133)

729

Gross operating income

537

22

1

(1)

559

Selling costs

85

7

-

(1)

91

Contribution margin

452

15

1

-

468

General and operating expenses

315

11

1

-

327

Ordinary operating result

137

4

-

-

141

Non-recurring expenses/(income)

(1)

4

-

-

3

Operating profit

138

-

-

-

138

Depreciation and amortization

51

13

1

-

65

Other non-monetary costs (impairment and stock options)

4

2

-

-

6

EBITDA

193

15

1

-

209

Other and

(millions of euro)

Apparel

Textile

unallocated

Eliminations

Consolidated

Revenues from third parties

1,629

100

36

-

1,765

Inter-segment revenues

2

170

-

(172)

-

Total revenues

1,631

270

36

(172)

1,765

Cost of sales

887

243

34

(169)

995

Gross operating income

744

27

2

(3)

770

Selling costs

119

10

-

(2)

127

Contribution margin

625

17

2

(1)

643

General and operating expenses

421

15

2

-

438

Ordinary operating result

204

2

-

(1)

205

Non-recurring expenses/(income)

44

4

-

-

48

Operating profit

160

(2)

-

(1)

157

Depreciation and amortization

66

18

1

-

85

Other non-monetary costs (impairment and stock options)

41

2

-

-

43

EBITDA

267

18

1

(1)

285

 

Nine months

Nine months

Full year

(millions of euro)

2006

%

2005

%

Change

%

2005

%

Revenues from third parties

1,267

1,184

83

7.0

1,629

Inter-segment revenues

1

2

(1)

(51.0)

2

Total revenues

1,268

100.0

1,186

100.0

82

6.9

1,631

100.0

Cost of sales

709

55.9

649

54.7

60

9.3

887

54.4

Gross operating income

559

44.1

537

45.3

22

4.1

744

45.6

Selling costs

92

7.3

85

7.2

7

7.7

119

7.3

Contribution margin

467

36.8

452

38.1

15

3.4

625

38.3

General and operating expenses

346

27.2

315

26.6

31

9.8

421

25.8

Ordinary operating result

121

9.6

137

11.5

(16)

(11.5)

204

12.5

Non-recurring expenses/(income)

(9)

(0.7)

(1)

(0.1)

(8)

n.s.

44

2.7

Operating profit

130

10.3

138

11.6

(8)

(5.5)

160

9.8

EBITDA

185

14.6

193

16.3

(8)

(4.2)

267

16.4

Nine months

Nine months

Full year

(millions of euro)

2006

%

2005

%

Change

%

2005

%

Revenues from third parties

71

76

(5)

(6.6)

100

Inter-segment revenues

122

132

(10)

(7.7)

170

Total revenues

193

100.0

208

100.0

(15)

(7.3)

270

100.0

Cost of sales

174

90.2

186

89.4

(12)

(6.4)

243

90.0

Gross operating income

19

9.8

22

10.6

(3)

(14.5)

27

10.0

Selling costs

7

3.5

7

3.4

-

(6.2)

10

3.5

Contribution margin

12

6.3

15

7.2

(3)

(18.5)

17

6.5

General and operating expenses

8

4.0

11

5.4

(3)

(31.4)

15

5.6

Ordinary operating result

4

2.3

4

1.8

-

20.7

2

0.9

Non-recurring expenses/(income)

-

0.2

4

1.9

(4)

(90.3)

4

1.6

Operating profit

4

2.1

-

(0.1)

4

n.s.

(2)

(0.7)

EBITDA

15

7.7

15

7.2

-

(0.4)

18

6.6

Nine months

Nine months

Full year

(millions of euro)

2006

%

2005

%

Change

%

2005

%

Revenues from third parties

34

28

6

18.8

36

Inter-segment revenues

-

-

-

-

-

Total revenues

34

100.0

28

100.0

6

18.8

36

100.0

Cost of sales

33

95.8

27

96.2

6

18.2

34

93.8

Gross operating income

1

4.2

1

3.8

-

33.7

2

6.2

Selling costs

-

0.3

-

0.5

-

(15.4)

-

0.7

Contribution margin

1

3.9

1

3.3

-

40.6

2

5.5

General and operating expenses

1

3.2

1

3.8

-

2.6

2

4.8

Ordinary operating result

-

0.7

-

(0.5)

-

n.s.

-

0.7

Non-recurring expenses/(income)

(2)

(5.7)

-

-

(2)

n.s.

-

-

Operating profit

2

6.4

-

(0.5)

2

n.s.

-

0.7

EBITDA

2

8.3

1

1.9

1

n.s.

1

3.1

 

3rd quarter 2006

3rd quarter

3rd quarter

(millions of euro)

2006

%

2005

%

Change

%

Revenues

474

100.0

446

100.0

28

6.1

Materials and subcontracted work

242

51.1

222

49.7

20

9.0

Payroll and related costs

18

3.8

18

4.0

-

0.6

Industrial depreciation and amortization

4

1.0

5

1.2

(1)

(15.6)

Other manufacturing costs

11

2.2

10

2.4

1

1.3

Cost of sales

275

58.1

255

57.3

20

7.6

Gross operating income

199

41.9

191

42.7

8

4.0

Distribution and transport

14

3.0

13

3.0

1

7.1

Sales commissions

19

3.9

18

4.0

1

1.7

Contribution margin

166

35.0

160

35.7

6

4.0

Payroll and related costs

37

7.8

36

8.1

1

3.1

Advertising and promotion

18

3.7

15

3.3

3

19.5

Depreciation and amortization

17

3.5

17

3.7

-

(0.3)

Other income and expenses

52

11.1

47

10.5

5

11.3

General and operating expenses

124

26.1

115

25.6

9

8.1

Ordinary operating result (*)

42

8.9

45

10.1

(3)

(6.2)

Non-recurring expenses/(income)

(6)

(1.3)

2

0.5

(8)

n.s.

Operating profit

48

10.2

43

9.6

5

12.0

Financial income/(expenses)

(5)

(1.0)

(4)

(0.9)

(1)

14.5

Foreign currency hedging gains/(losses)

and exchange differences

(2)

(0.4)

-

-

(2)

n.s.

Income before taxes

41

8.8

39

8.7

2

6.8

Income taxes

12

2.6

12

2.6

-

6.2

Net income/(loss) for the period

29

6.2

27

6.1

2

7.0

attributable to:

- shareholders of the Parent Company

30

6.5

26

5.9

4

17.2

- minority interests

(1)

(0.3)

1

0.2

(2)

n.s.

(*) Ordinary operating result is reported for the purposes of evaluating the performance of the company's core business. This information is not required by either IFRS or US GAAP.

Group net revenues amounted to 474 million euro in the third quarter of 2006, having increased by 28 million euro (+6.1%) on the figure of 446 million euro reported in the corresponding period of 2005.

"Apparel" segment revenues from third parties came to 442 million euro, an increase of 26 million euro (+6.3%) on the 2005 third-quarter comparative figure of 416 million euro. Revenues in this segment reflected:

Significant growth has continued to be reported by countries in the Mediterranean Area and Eastern Europe, as well as by China and India.

Consolidated gross operating income was 8 million euro higher at 199 million euro, reporting a margin of 41.9% compared with 42.7% in the same period of 2005. In detail, gross operating income in the apparel segment amounted to 194 million euro, representing 43.7% of revenues compared with 44.3% in the same period of 2005; it was particularly affected by the Group's policies for stimulating the network's development and boosting network margins and by the larger number of collections satisfying market demand. These measures were accompanied by continued efforts to improve manufacturing efficiency and the quality of both service and products.

Selling costs (distribution, transport and sales commissions) were 33 million euro, an increase of around 2 million euro or 4% on the third quarter of 2005, while representing virtually the same proportion of revenues as in this prior year period.

The contribution margin was 166 million euro, going down from 35.7% to 35.0% of revenues.

General and operating expenses amounted to 124 million euro, up from 115 million euro in the same period of 2005 and rising from 25.6% to 26.1% of revenues; this change is mostly attributable to the rise in non-industrial payroll and related costs and other overheads due to the expansion of the directly operated stores network, and to the increase in advertising and promotion costs incurred for the Group and for developing advertising campaigns for third-party customers, nonetheless offset by an increase in other revenues.

Net non-recurring income in the quarter mostly referred to the release of provisions made in prior years against the costs of closing two directly operated stores and of a legal dispute over the use of a sports equipment patent that has now been successfully settled. This amount is stated net of the cost of canceling the second "tranche" of the stock option plan.

Consolidated operating profit increased by around 5 million euro to 48 million euro, rising to 10.2% of revenues from 9.6% in the third quarter of 2005.

Foreign currency hedging gains (losses) and exchange differences reported a net loss of 2 million euro, reflecting the appreciation of the euro against the other major currencies.

Net income for the period attributable to the Group increased by 4 million euro on the same period in 2005 to 30 million euro, representing 6.5% of revenues up from 5.9% in the third quarter of 2005.

Other and

(millions of euro)

Apparel

Textile

unallocated

Eliminations

Consolidated

Revenues from third parties

442

18

14

-

474

Inter-segment revenues

1

34

-

(35)

-

Total revenues

443

52

14

(35)

474

Cost of sales

249

48

13

(35)

275

Gross operating income

194

4

1

-

199

Selling costs

32

2

-

(1)

33

Contribution margin

162

2

1

1

166

General and operating expenses

121

2

1

-

124

Ordinary operating result

41

-

-

1

42

Non-recurring expenses/(income)

(4)

-

(2)

-

(6)

Operating profit

45

-

2

1

48

 

 

Other and

(millions of euro)

Apparel

Textile

unallocated

Eliminations

Consolidated

Revenues from third parties

416

19

11

-

446

Inter-segment revenues

-

40

-

(40)

-

Total revenues

416

59

11

(40)

446

Cost of sales

231

53

11

(40)

255

Gross operating income

185

6

-

-

191

Selling costs

29

2

-

-

31

Contribution margin

156

4

-

-

160

General and operating expenses

112

3

-

-

115

Ordinary operating result

44

1

-

-

45

Non-recurring expenses/(income)

(2)

4

-

-

2

Operating profit

46

(3)

-

-

43

3rd quarter

3rd quarter

(millions of euro)

2006

%

2005

%

Change

%

Revenues from third parties

442

416

26

6.3

Inter-segment revenues

1

-

1

(61.2)

Total revenues

443

100.0

416

100.0

27

6.2

Cost of sales

249

56.3

231

55.7

18

7.4

Gross operating income

194

43.7

185

44.3

9

4.7

Selling costs

32

7.0

29

7.1

3

4.8

Contribution margin

162

36.7

156

37.2

6

4.7

General and operating expenses

121

27.4

112

26.5

9

9.4

Ordinary operating result

41

9.3

44

10.7

(3)

(6.9)

Non-recurring expenses/(income)

(4)

(0.9)

(2)

(0.4)

(2)

n.s.

Operating profit

45

10.2

46

11.1

(1)

(2.2)

3rd quarter

3rd quarter

(millions of euro)

2006

%

2005

%

Change

%

Revenues from third parties

18

19

(1)

(7.3)

Inter-segment revenues

34

40

(6)

(12.6)

Total revenues

52

100.0

59

100.0

(7)

(10.8)

Cost of sales

48

92.4

53

89.6

(5)

(8.1)

Gross operating income

4

7.6

6

10.4

(2)

(34.7)

Selling costs

2

3.4

2

3.4

-

(11.2)

Contribution margin

2

4.2

4

7.0

(2)

(46.1)

General and operating expenses

2

4.2

3

5.7

(1)

(34.7)

Ordinary operating result

-

-

1

1.3

(1)

(95.4)

Non-recurring expenses/(income)

-

0.1

4

6.8

(4)

(98.1)

Operating profit

-

(0.1)

(3)

(5.5)

3

(98.7)

 

3rd quarter

3rd quarter

(millions of euro)

2006

%

2005

%

Change

%

Revenues from third parties

14

11

3

19.2

Inter-segment revenues

-

-

-

-

Total revenues

14

100.0

11

100.0

3

19.2

Cost of sales

13

95.1

11

97.7

2

15.9

Gross operating income

1

4.9

-

2.3

1

n.s.

Selling costs

-

0.3

-

0.5

-

(37.3)

Contribution margin

1

4.6

-

1.8

1

n.s.

General and operating expenses

1

2.7

-

2.6

1

19.6

Ordinary operating result

-

1.9

-

(0.8)

-

n.s.

Non-recurring expenses/(income)

(2)

(14.9)

-

-

(2)

n.s.

Operating profit

2

16.8

-

(0.8)

2

n.s.

 

Balance sheet and financial position highlights. The most significant elements of the balance sheet and financial position, compared with December 31, 2005 and September 30, 2005 are as follows:

(millions of euro)

09.30.2006

12.31.2005

Change

09.30.2005

Working capital (A)

755

688

67

876

Assets held for sale

8

8

-

-

Property, plant and equipment and intangible assets (B)

963

895

68

918

Non-current financial assets (C)

20

25

(5)

24

Other assets/(liabilities) (D)

27

10

17

(4)

Capital employed

1,773

1,626

147

1,814

Net financial position (E)

452

351

101

565

Total shareholders' equity

1,321

1,275

46

1,249

(A) Working capital includes trade receivables less the related provision for doubtful accounts, inventories, trade payables and other operating receivables and payables (i.e. VAT receivables and payables, sundry receivables and payables, holding company receivables and payables, receivables due from the tax authorities, deferred tax assets, accruals and deferrals, payables to social security institutions and employees, receivables and payables for the purchase of non-current assets etc).

(B) Property, plant and equipment and intangible assets include all categories of assets net of the related accumulated depreciation, amortization, and impairment losses.

(C) Non-current financial assets include unconsolidated investments and guarantee deposits paid and received.

(D) Other assets/(liabilities) include the retirement benefit obligations, the provisions for risks, the provision for sales agent indemnities, other provisions, deferred tax liabilities, the provision for current income taxes and deferred tax assets in relation to the company reorganization carried out in 2003.

(E) Net financial position includes cash and cash equivalents and all short and medium/long-term financial assets and liabilities, as reported in the detailed statement discussed in the Explanatory notes.

Working capital was 121 million euro lower than at September 30, 2005 despite the growth of 6.5% in sales. The reduction in working capital reflects a net decrease of 60 million euro in trade receivables and an increase of 52 million euro in trade payables due to better management. These effects were partly offset by an increase of 31 million euro in inventories due to the growth in the number of directly operated stores. Net other operating receivables/payables also improved, coming down by 40 million euro.

Working capital was 67 million euro higher than at December 31, 2005, mostly due to increases of 71 million euro in trade receivables and of 37 million euro in inventories, as partly offset by increases of 18 million euro in trade payables and of 23 million euro in other operating receivables/payables. The growth in capital employed reflects not only the changes discussed in relation to working capital but also 80 million euro in increases for the following reasons:

The Group's net financial position is discussed in more detail in the Explanatory notes.

Cash flows during the first nine months of 2006 are summarized below together with comparative figures for the same period in 2005:

Nine months

Nine months

(millions of euro)

2006

2005

Cash flow provided by operating activities

38

17

Cash flow provided/(used) by investing activities

(103)

39

(A)

Free cash flow

(65)

56

Cash flow provided/(used) by financing activities:

- dividends paid

(64)

(62)

- net change in sources of finance

32

(152)

- net change in cash and cash equivalents

97

158

Cash flow provided/(used) by financing activities

65

(56)

(A) Includes 118 million euro in proceeds from the sale of financial assets.

Cash flow provided by operating activities improved by over 21 million euro, mainly as a result of working capital management.

Cash flow used by investing activities reflected some 117 million euro in commercial and production investments, as partially offset by 27 million euro in property divestments.

Further information of an economic and financial nature is provided in the Explanatory notes to the consolidated financial statements.

 

 

Consolidated income statement

Nine months

Nine months

Full year

(thousands of euro)

2006

2005

2005

Notes

Revenues

1,371,624

1,287,977

1,765,073

1

Materials and subcontracted work

685,804

622,422

846,233

Payroll and related costs

60,763

59,773

84,636

3

Industrial depreciation and amortization

13,526

15,823

21,203

2

Other manufacturing costs

32,826

30,989

42,663

Cost of sales

792,919

729,007

994,735

Gross operating income

578,705

558,970

770,338

Distribution and transport

43,825

39,014

56,350

Sales commissions

53,888

52,268

70,651

Contribution margin

480,992

467,688

643,337

Payroll and related costs

109,817

101,874

135,095

3

Advertising and promotion

51,714

41,800

60,967

3

Depreciation and amortization

48,904

49,439

64,164

2

Other income and expenses

133,429

137,109

225,937

4

General and operating expenses

343,864

330,222

486,163

Operating profit

137,128

137,466

157,174

Share of income/(loss) of associated companies

52

16

(60)

5

Net financial expenses and exchange differences

(13,089)

(14,878)

(22,722)

6

Income before taxes

124,091

122,604

134,392

Income taxes

29,994

32,833

20,288

7

Net income for the period attributable to

the Parent Company and minority interests

94,097

89,771

114,104

Net income/(loss) attributable to:

- shareholders of the Parent Company

94,422

88,747

111,873

- minority interests

(325)

1,024

2,231

Basic earnings per share (euro)

0.52

0.49

0.62

Diluted earnings per share (euro)

0.52

0.49

0.62

 

 

Consolidated balance sheet

(thousands of euro)

09.30.2006

12.31.2005

09.30.2005

Notes

- Assets

Non-current assets

Property, plant and equipment

8

Land and buildings

562,483

565,205

577,893

Plant, machinery and equipment

61,328

68,535

73,017

Furniture, fittings and electronic devices

42,950

42,273

41,956

Vehicles and aircraft

10,356

10,470

10,293

Assets under construction and advances

25,447

10,957

5,858

Leased assets

7,805

7,728

11,133

Leasehold improvements

41,413

37,835

45,803

751,782

743,003

765,953

Intangible assets

9

Goodwill and other intangible assets of indefinite useful life

27,465

8,510

10,678

Intangible assets of finite useful life

183,457

143,239

141,188

210,922

151,749

151,866

Other non-current assets

Investments

1,933

5,130

2,713

10

Guarantee deposits

22,368

21,879

21,322

Medium/long-term financial receivables

4,054

7,459

7,718

11

Other medium/long-term receivables

58,363

46,120

69,887

12

Deferred tax assets

168,137

196,998

180,038

13

254,855

277,586

281,678

Total non-current assets

1,217,559

1,172,338

1,199,497

Current assets

Inventories

324,515

287,246

293,928

14

Trade receivables

727,082

655,386

787,334

15

Tax receivables

29,917

25,173

26,749

16

Other receivables, accrued income and prepaid expenses

65,095

49,730

40,724

17

Financial receivables

28,508

12,970

23,089

Cash and banks

99,220

196,327

104,181

18

Total current assets

1,274,337

1,226,832

1,276,005

Assets held for sale

7,916

7,826

-

19

TOTAL ASSETS

2,499,812

2,406,996

2,475,502

 

 

Consolidated balance sheet

(thousands of euro)

09.30.2006

12.31.2005

09.30.2005

Notes

- Shareholders' equity

Shareholders' equity

and liabilities

Shareholders' equity attributable to the Parent Company

20

Share capital

237,327

236,026

236,026

Additional paid-in capital

64,260

56,574

56,574

Fair value and hedging reserve

(751)

123

(177)

Other reserves and retained earnings

907,381

857,314

856,179

Net income for the period

94,422

111,873

88,747

1,302,639

1,261,910

1,237,349

Minority interests

18,707

13,050

11,422

Total shareholders' equity

1,321,346

1,274,960

1,248,771

Liabilities

Non-current liabilities

Medium/long-term loans

223

503,163

620,384

21

Other medium/long-term liabilities

35,597

24,152

52,765

22

Lease financing

6,981

10,096

11,464

23

Retirement benefit obligations

53,420

49,767

47,987

Other provisions and medium/long-term liabilities

28,081

41,603

53,213

24

124,302

628,781

785,813

Current liabilities

Trade payables

333,075

314,953

287,415

25

Other payables, accrued expenses and deferred income

127,419

112,662

76,352

26

Current income tax liabilities

12,490

9,275

8,962

27

Other current provisions and liabilities

4,580

11,830

-

Current portion of lease financing

4,853

5,390

5,335

Current portion of medium/long-term loans

500,305

654

574

Financial payables

71,442

48,491

62,280

28

1,054,164

503,255

440,918

Total liabilities

1,178,466

1,132,036

1,226,731

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES

2,499,812

2,406,996

2,475,502

The Explanatory notes (pages 28 through 53) are to be considered an integral part of this report.

 

Shareholders' equity -

Additional

Fair value

Other reserves

Statement of changes

Share

paid-in

and hedging

& retained

Translation

Net

Minority

(thousands of euro)

capital

capital

reserve

earnings

differences

income/

(loss)

interests

Total

Balances as of 01.01.2005

236,026

56,574

1,114

800,785

2,715

108,795

6,881

1,212,890

Carryforward of

2004 net income

-

-

-

108,795

-

(108,795)

-

-

Dividend distributed as approved

by Ordinary Shareholders'

Meeting of May 16, 2005

-

-

-

(61,730)

-

-

-

(61,730)

Increase in share capital

-

-

-

-

-

-

2,002

2,002

Minority interest arising on

business combinations (IFRS 3)

-

-

-

-

-

-

1,178

1,178

Dividends distributed

by subsidiaries

-

-

-

-

-

-

(626)

(626)

Changes in the period (IAS 39)

-

-

(1,291)

-

-

-

-

(1,291)

Other movements

-

-

-

-

-

-

119

119

Stock option

-

-

-

1,623

-

-

-

1,623

Currency translation differences

-

-

-

-

3,991

-

844

4,835

Net income for the period

-

-

-

-

-

88,747

1,024

89,771

Balances as of 09.30.2005

236,026

56,574

(177)

849,473

6,706

88,747

11,422

1,248,771

Dividends distributed

by subsidiaries

-

-

-

-

-

-

(5)

(5)

Changes in the period (IAS 39)

-

-

300

-

-

-

-

300

Other movements

-

-

-

-

-

-

(119)

(119)

Stock options

-

-

-

579

-

-

-

579

Currency translation differences

-

-

-

-

556

-

545

1,101

Net income for the period

-

-

-

-

-

23,126

1,207

24,333

Balances as of 12.31.2005

236,026

56,574

123

850,052

7,262

111,873

13,050

1,274,960

Carryforward of

2005 net income

-

-

-

111,873

-

(111,873)

-

-

Dividend distributed as approved

by Ordinary Shareholders'

Meeting of May 9, 2006

-

-

-

(61,730)

-

-

-

(61,730)

Exercise of stock options

1,301

7,686

-

-

-

-

-

8,987

Stock options

-

-

-

1,883

-

-

-

1,883

Changes in the period (IAS 39)

-

-

(874)

-

-

-

-

(874)

Allocation of shareholders'

equity to minority interests arising

under a business combination

-

-

-

-

-

-

422

422

Minority interest arising on

business combinations (IFRS 3)

-

-

-

-

-

-

8,269

8,269

Dividends distributed

by subsidiaries

-

-

-

-

-

-

(2,159)

(2,159)

Currency translation differences

-

-

-

-

(1,959)

-

(550)

(2,509)

Net income for the period

-

-

-

-

-

94,422

(325)

94,097

Balances as of 09.30.2006

237,327

64,260

(751)

902,078

5,303

94,422

18,707

1,321,346

 

Consolidated cash flow

Nine months

Nine months

statement

(thousands of euro)

2006

2005

Operating activities

Net income for the period attributable to the Parent Company

and minority interests

94,097

89,771

Income taxes expense

29,994

32,833

Income before taxes

124,091

122,604

Adjustments for:

- depreciation and amortization

62,430

65,262

- (gains)/losses on disposal of assets

(5,588)

3,369

- net provisions charged to income statement

11,255

26,632

- use of provisions

(22,238)

(7,731)

- exchange differences

1,090

914

- shares of (income)/losses of associated companies

(52)

(16)

- net financial (income)/expenses

12,000

13,963

Cash flow from operating activities before

changes in working capital

182,988

224,997

Cash flow from changes in working capital

(109,684)

(164,677)

Payment of taxes

(13,743)

(18,833)

Interest paid

(44,011)

(40,307)

Interest received

24,810

16,987

Exchange differences

(1,738)

(914)

Cash flow provided/(used) by operating activities

38,622

17,253

Investing activities

Operating investments

(120,017)

(71,394)

Operating divestments

29,854

10,297

Purchase of investments

(13,622)

(14,400)

Sale of investments

10

-

Operations in non-current financial assets

146

113,937

(A)

Cash flow provided/(used) by investing activities

(103,629)

38,440

Financing activities

Change in shareholders' equity

8,986

2,046

Net change in other sources of finance

22,289

(153,345)

Payment of dividends

(63,814)

(62,356)

Cash flow provided/(used) by financing activities

(32,539)

(213,655)

Net increase/(decrease) in cash and cash equivalents

(97,546)

(157,962)

Cash and cash equivalents at the beginning of the period

196,327

260,196

Translation differences and other movements

439

1,947

Cash and cash equivalents at the end of the period

99,220

104,181

(A) Includes 118 million euro for the sale of financial assets.

Explanatory notes Group activities

Benetton Group S.p.A. (the "Parent Company") and its subsidiary companies (hereinafter also referred to as the "Group") primarily manufacture and market fashion apparel in wool, cotton and woven fabrics, as well as leisurewear. The manufacture of finished articles from raw materials is undertaken partly within the Group and partly using subcontractors, whereas selling is carried out through an extensive commercial network both in Italy and abroad, consisting mainly of stores operated and owned by third parties.

The legal headquarters and other such information are shown on the last page of this document. The Parent Company is listed on the Milan, Frankfurt, and New York stock exchanges.

Form and content of the consolidated financial statements

The income statement presented in this quarterly report is classified for the first time by purpose rather than by nature as in the past. This modification has been made to present the consolidated financial statements and interim financial reports on the same basis as that used by the Group's directors and management and by the financial community to analyze the Benetton business. The new format will also be adopted in the full year 2006 consolidated financial statements. It should also be noted that the income statement format used for the consolidated financial statements and interim financial reports of the Benetton Group differs from the one used by Benetton Group S.p.A. for its individual annual financial statements. This is because this company principally acts as a financial holding company and provider of services to its subsidiaries.

The consolidated financial statements of the Group include the financial statements as of September 30 of Benetton Group S.p.A. and all Italian and foreign companies in which the Parent Company holds, directly or indirectly, the majority of the voting rights. The consolidated financial statements also include the accounts of certain 50%-owned companies over which the Group exercises a significant influence such that it has control over them. In particular:

        1. Benetton Korea Inc., since the effective voting rights held by Benetton Japan Co., Ltd. (a company indirectly wholly-owned by Benetton Group S.p.A.) total 51% of all voting rights;
        2. Benetton Giyim Sanayi ve Ticaret A.S. (a Turkish company), since the licensing and distribution agreements grant Benetton Group S.p.A. a dominant influence over the company, as well as the majority of risks and rewards linked to its business activities;
        3. Milano Report S.p.A., a company operating in the apparel retail segment, since it uses the Benetton Group's brands and the risks and rewards of its business fall to the Benetton Group.

Financial statements of subsidiaries have been reclassified, where necessary, for consistency with the format adopted by the Parent Company. Such financial statements have been adjusted so that they are consistent with the reference international accounting and financial reporting standards.

These financial statements have been prepared on a "going concern" basis, matching costs and revenues to the accounting periods to which they relate. The reporting currency is the euro and all values have been rounded to thousands of euro, unless otherwise specified.

Consolidation criteria

The method of consolidation adopted for the preparation of the consolidated financial statements is as follows:

      1. Consolidation of subsidiary companies' financial statements according to the line-by-line method, with elimination of the carrying value of the shareholdings held by the Parent Company and other consolidated companies against the relevant shareholders' equity.
      2. When a company is consolidated for the first time, any positive difference emerging from the elimination of its carrying value on the basis indicated in a. above, is allocated, where applicable, to the assets and liabilities of the subsidiary. The excess of the cost of acquisition over the net assets is recorded as "Goodwill and other intangible assets of indefinite useful life".
      3. Negative differences are recorded in the income statement as income.

      4. Intercompany receivables and payables, costs and revenues, and all significant transactions between consolidated companies, including the intragroup payment of dividends, are eliminated.
      5. Unrealized intercompany profits and gains and losses arising from transactions between Group companies are also eliminated.

      6. Minority interests in shareholders' equity and the result for the period of consolidated subsidiaries are classified separately as "Minority interests" under shareholders' equity and as "Income attributable to minority interests" in the consolidated income statement.
      7. The financial statements of foreign subsidiaries are translated into euro using period-end exchange rates for assets and liabilities and average exchange rates for the period for the income statement. Differences arising from the translation into euro of foreign currency financial statements are reflected directly in consolidated shareholders' equity as a separate component.

Accounting standards and policies

The 2006 nine-month report has been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Union, which are in force at the date of its preparation (November 2006); more specifically, as required by IAS 34 (Interim Financial Reporting) a condensed reporting format has been adopted. No accounting standards or interpretations have been revised or issued, applicable from January 1, 2006, that have had a significant impact on the Group's consolidated financial statements.

Valuation criteria

The financial statements have been prepared on a historical cost basis, with the exception of the valuation of certain financial instruments. The principal accounting policies applied are detailed below:

Revenues. Revenues arise from ordinary company operations and include sales revenues and service revenues.

Revenues from product sales net of any discounts are recognized when the company transfers the main risks and rewards associated with ownership of the goods and when collection of the relevant receivables is reasonably certain. Revenues from sales by directly operated stores are recognized when the customer pays. Revenues from services are recorded with reference to the stage of completion of the transaction as of the balance sheet date. Revenues are recorded in the financial period in which the service is provided, based on the percentage of completion method. If revenues from the services cannot be estimated reliably, they are only recognized to the extent that the relative costs are recoverable. Recognizing revenues using this method makes it possible to provide suitable information about the service provided and the economic results achieved during the financial period. Royalties are recognized on an accruals basis in accordance with the substance of the contractual agreements.

Interest income. Interest income is recorded on a time-proportion basis, taking account of the effective yield of the asset to which it relates.

Dividends. Dividends from third parties are recorded when the shareholders' right to receive payment becomes exercisable, following a resolution of the shareholders of the company in which the shares are held.

Expense recognition. Expenses are recorded on an accruals basis.

Income and costs relating to lease contracts. Income and costs from operating lease contracts are recognized on a straight-line basis over the duration of the contract to which they refer.

Income taxes. Current income taxes are calculated on the basis of taxable income, in accordance with applicable local regulations.

Italian Group companies have made a group tax election under articles 117 et seq. of the Tax Consolidation Act DPR 917/86, based on a proposal by the consolidating parent company Edizione Holding S.p.A., which decided to opt for this type of tax treatment on December 30, 2004. The election lasts for three years starting from the 2004 fiscal year.

The relationships arising from participation in the group tax election are governed by specific rules, approved and signed by all participating companies. This participation enables the companies to identify, and then transfer current taxes, even when the taxable result is negative, recognizing a corresponding receivable due from Edizione Holding S.p.A.; conversely, if the taxable result is positive, the current taxes transferred give rise to a payable in respect of the consolidating parent company Edizione Holding S.p.A.

The relationship between the parties, governed by contract, provides for the transfer of the full amount of tax calculated on the taxable losses or income at current IRES (corporation tax) rates.

The net balance of deferred tax assets and liabilities is also recorded.

Deferred tax assets are recorded for all temporary differences to the extent it is probable that taxable income will be available against which the deductible temporary difference can be utilized. The same principle is applied to the recognition of deferred tax assets on the carryforward of unused tax losses.

The carrying value of deferred tax assets is reviewed at every balance sheet date and, if necessary, reduced to the extent that it is no longer probable that sufficient taxable income will be available to recover all or part of the asset. The general rule provides that, with specific exceptions, deferred tax liabilities are always recognized.

Deferred tax assets and liabilities are calculated using tax rates which are expected to apply in the period when the asset is realized or the liability settled, using the tax rates and tax regulations which are in force at the balance sheet date.

Tax assets and liabilities for current taxes are only offset if there is a legally enforceable right to set off the recognized amounts and if it is intended to settle or pay on a net basis or to realize the asset and settle the liability simultaneously. It is possible to offset deferred tax assets and liabilities only if it is possible to offset the current tax balances and if the deferred tax balances refer to income taxes levied by the same tax authority.

Earnings per share. Basic earnings per share are calculated by dividing income attributable to Parent Company shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share are calculated by dividing the income or loss attributable to Parent Company shareholders by the weighted average number of outstanding shares, taking account of all potential ordinary shares with a dilutive effect (for example employee stock option plans).

Property, plant and equipment. These are recorded at purchase or production cost, including the price paid to buy the asset (net of discounts and rebates) and any costs directly attributable to the purchase and commissioning of the asset. The cost of a commercial property purchased is the purchase price or equivalent of the price in cash including all other directly attributable expenses such as legal costs, registration taxes and other transaction costs. The cost of internally produced assets is the cost at the date of completion of work. Property, plant and equipment are shown at cost less accumulated depreciation and impairment losses, plus any recovery of asset value. Plant and machinery may have components with different useful lives. Depreciation is calculated on the useful life of each individual component. In the event of replacement, new components are capitalized to the extent that they satisfy the criteria for recognition as an asset, and the carrying value of the replaced component is eliminated from the balance sheet. The residual value and useful life of an asset is reviewed at least at every financial year-end and if, regardless of depreciation already recorded, an impairment loss occurs determined under the criteria contained in IAS 36, the asset is correspondingly written down in value; if, in future years, the reasons for the write-down no longer apply, its value is restored. Ordinary maintenance costs are expensed in full to the income statement as incurred, while maintenance costs which increase the value of the asset are allocated to the related assets and depreciated over their residual useful lives.

The value of an asset is systematically depreciated over its useful life, on a straight-line basis, indicatively as show below:

 

 

 

 

Useful life (years)

 

Buildings

 

 

33 - 50

 

Plant and machinery

 

 

4 - 12

 

Industrial and commercial equipment

 

 

4 - 10

 

Other assets:

 

 

 

 

- office and store furniture, fittings and electronic devices

 

 

4 - 10

 

- vehicles

 

 

4 - 5

 

- aircraft

 

 

15 - 16

Land is not depreciated.

The commercial properties are depreciated over 50 years.

Leasehold improvement costs are depreciated over the shorter of the period during which the improvement may be used and the residual duration of the lease contract.

Assets acquired under finance leases are recognized at their fair value at the start of the lease, while the corresponding lease installments are recorded as a liability to the leasing company; assets are depreciated at the normal depreciation rate used for similar assets. In the case of sale and leaseback transactions resulting in a finance lease, any gain resulting from the sale and leaseback is deferred and released to income over the lease term. Leases for which the lessor effectively maintains all risks and rewards incidental to asset ownership are classified as operating leases. Costs pertaining to operating leases are expensed to income on a straight-line basis over the length of the related agreement.

Intangible assets. Intangible assets are measured initially at cost, normally defined as their purchase price, inclusive of any non-refundable purchase taxes and less any trade discounts and rebates; also included is any directly attributable expenditure on preparing the asset for its intended use, up until the asset is capable of operating. The cost of an internally generated intangible asset includes only those expenses which can be directly attributed or allocated to it as from the date on which it satisfies the criteria for recognition as an asset. After initial recognition, intangible assets are carried at cost, less accumulated amortization and any accumulated impairment losses calculated in accordance with IAS 36.

Goodwill is recognized initially by capitalizing, in intangible assets, the excess of the purchase cost over the fair value of the net assets of the newly acquired, incorporated or merged company. As required by IAS 38, at the time of recognition, any intangible assets that have been generated internally by the acquired entity are eliminated from goodwill.

Goodwill not allocated to specific items is not amortized, but is submitted to an impairment test annually to identify any reductions in value, or more often whenever there is any evidence of impairment loss (see impairment of non-financial assets).

Research costs are charged to the income statement in the period in which they are incurred.

Items which meet the definition of "assets acquired as part of a business combination" are only recognized separately if their fair value can be measured reliably.

Intangible assets are amortized unless they have indefinite useful lives. Amortization is applied systematically over the intangible asset's useful life, which reflects the period it is expected to benefit. The residual value at the end of the useful life is assumed to be zero, unless there is a commitment by third parties to buy the asset at the end of its useful life or there is an active market for the asset. Management reviews the estimated useful lives of intangible assets at every financial year end.

Normally, the amortization period for main brands ranges from 15 to 25 years; patent rights are amortized over the duration of their rights of use, while deferred and commercial expenses are amortized over the remaining term of the lease contracts, with the exception of "fonds de commerce" of French and Belgian companies, which are amortized over 20 years.

Impairment losses of non-financial assets. The carrying amounts of the Benetton Group's property, plant and equipment and intangible assets are submitted to impairment testing whenever there are obvious internal or external signs indicating that the asset or group of assets (defined as Cash-Generating Units or CGUs) may be impaired.

In the case of goodwill, other intangible assets with indefinite lives and intangible assets not in use, the impairment test must be carried out at least annually and, anyway, whenever there is evidence of possible impairment.

The impairment test is carried out by comparing the carrying amount of the asset or CGU with the recoverable value of the same, defined as the higher of fair value (net of any costs to sell) and its value in use. Value in use is determined by calculating the present value of future net cash flows expected to be generated by the asset or CGU. If the carrying amount is higher than the recoverable amount, the asset or CGU is written down by the difference.

The conditions and methods applied by the Group for reversing impairment losses, excluding in any case those relating to goodwill that may not be reversed, are as set out in IAS 36.

The Benetton Group has identified assets and CGUs (for example: stores operated directly and by third parties, and textile segment factories) to be submitted to impairment testing as well as the test methodology: for real estate and some categories of asset (for example: "fonds de commerce" associated with French and Belgian stores) fair value is used, while value in use is adopted for most of the other assets.

Financial assets. All financial assets are measured initially at cost, which corresponds to the consideration paid including transaction costs (such as advisory fees, stamp duties and payment of amounts required by regulatory authorities).

Classification of financial assets determines their subsequent valuation, which is as follows:

If it is no longer appropriate to classify an investment as "held-to-maturity" following a change of intent or ability to hold it until maturity, it must be reclassified as "available for sale" and remeasured to fair value. The difference between its carrying amount and fair value remains in shareholders' equity until the financial asset is sold or otherwise transferred, in which case it is booked to the income statement.

Investments in subsidiaries that are not consolidated on a line-by-line basis because they are not yet operative or are in liquidation as of the balance sheet date, and investments in associates are valued at cost and adjusted for any impairment losses. The amount by which cost exceeds shareholders' equity of subsidiary companies at the time they are acquired is allocated on the basis described in paragraph b. of the consolidation methods. Investments of less than 20% in other companies are carried at cost, written down for any permanent losses in value. The original value of these investments is reinstated in future accounting periods should the reasons for such write-downs no longer apply.

All financial assets are recognized on the date of negotiation, i.e. the date on which the Group undertakes to buy or sell the asset. A financial asset is removed from the balance sheet only if all risks and rewards associated with the asset are effectively transferred together with it or, should the transfer of risks and rewards not occur, if the Group no longer has control over the asset.

Inventories. Inventories are valued at the lower of purchase or manufacturing cost, generally determined on a weighted average cost basis, and their market or net realizable value.

Manufacturing cost includes raw materials and all attributable direct and indirect production-related expenses.

The calculation of estimated realizable value includes any manufacturing costs still to be incurred and direct selling expenses. Obsolete and slow-moving inventories are written down in relation to their possibility of employment in the production process or to realizable value.

Trade receivables. These are recorded at estimated realizable value, which is face value less write-downs which reflect estimated losses on receivables; the provisions for doubtful accounts are included among other operating expenses in the income statement. Any medium/long-term receivables that include an implicit interest component are discounted to present value using an appropriate market rate. Receivables discounted without recourse, for which all risks and rewards are substantially transferred to the assignee, are derecognized from the financial statements at their nominal value. Commissions paid to factoring companies for their services are included in service costs.

Accruals and deferrals. These are recorded to match costs and revenues within the accounting periods to which they relate.

Cash and banks. These include cash equivalents held to meet short-term cash commitments and which are highly liquid and readily convertible to known amounts of cash.

Retirement benefit obligations. The provision for employee termination indemnities (TFR), included in this item, falls within the scope of IAS 19 (Employee benefits) being like a defined benefit plan. The amount recorded in the balance sheet is valued on an actuarial basis using the projected unit credit method. The process of discounting to present value uses a rate of interest which reflects the market yield on securities issued by leading companies with a similar maturity to that expected for this liability. The calculation considers TFR to be already mature for employment services already performed and includes assumptions concerning future increases in wages and salaries.

Net cumulative actuarial gains and losses not recognized at the beginning of the financial year which exceed 10% of the Group's defined benefit obligation are recorded on the income statement in the period in which they occur (the "corridor approach").

Provisions for contingent liabilities. The Group makes provisions only when a present obligation exists for a future outflow of economic resources as a result of a past event, and when it is probable that this outflow will be required to settle the obligation and a reliable estimate can be made of the same. The amount recognized as provision is the best estimate of the expenditure required to settle the present obligation completely, discounted to present value using a suitable pre-tax rate.

Any provisions for restructuring costs are recognized when the Group has drawn up a detailed restructuring plan and has announced it to the parties concerned.

In the case of onerous contracts where the unavoidable costs of meeting the contractual obligations exceed the economic benefits expected to be received under the contract, the present obligation is recognized and measured as a provision.

Trade payables. These are stated at face value. The implicit interest component included in medium/long-term payables is recorded separately using an appropriate market rate.

Financial liabilities. Financial liabilities are divided into two categories:

Foreign currency transactions and derivative financial instruments. Transactions in foreign currencies are recorded using the exchange rates on the transaction dates. Exchange gains or losses realized during the period are booked to the income statement.

At the balance sheet date, the Group companies have adjusted receivables and payables in foreign currency using exchange rates ruling at period-end, booking all resulting gains and losses to the income statement.

Fair value hedges for specific assets and liabilities are recorded in assets and liabilities; the hedging instrument and the underlying item are measured at fair value and the respective changes in value (which generally offset each other) are recognized in the income statement.

Cash flow hedges are recorded under assets and liabilities; the hedging instrument is measured at fair value and the effective portion of changes in value are recognized directly in an equity reserve, which is released to the income statement in the financial periods in which the cash flows of the underlying item occur; the ineffective portion of the changes in value is recognized in the income statement.

The shareholders' equity of foreign subsidiaries is subject to hedging in order to protect investments in foreign companies from fluctuations in exchange rates (foreign exchange translation risk). Exchange differences resulting from these capital hedging transactions are debited or credited directly to shareholders' equity as an adjustment to the translation differences reserve and are reversed to income at the time of disposal or settlement.

Derivative instruments for managing interest and exchange rate risks, which do not meet the formal requirements to qualify for IFRS hedge accounting, are recorded under financial assets/liabilities with changes in value reported through the income statement.

Share-based payments (stock options). The Group stock option plan provides for the physical delivery of the shares on the date of exercise. Share-based payments are measured at fair value on the grant date. This value is booked to the income statement on a straight-line basis over the period during which the options vest and it is offset by an entry to a reserve in shareholders' equity; the amount booked is based on a management estimate of the stock options which will effectively vest for staff so entitled, taking into account the attached conditions not based on the market value of the shares. Fair value is calculated using the Black & Scholes method.

Government capital grants. Any government capital grants are reported in the balance sheet by recording the grant as an adjusting entry to the carrying value of the asset.

Financial risk management

The Benetton Group has always paid special attention to the identification, valuation and hedging of financial risk. In November 2005, the Board of Directors of the Benetton Group approved the new "Group Financial Policy" aimed at defining general principles and guidelines on financial management and the management of financial risks, such as interest rate risk, foreign exchange rate risk, and financial counterparty credit risk.

Foreign exchange rate risk. The Group is exposed to exchange rate fluctuations, which can impact on its economic results and the value of shareholders' equity. Specifically, based on the type of exposure, the Group identifies the following classes of risk:

It is the Group's policy to manage foreign exchange risk through derivative financial instruments such as currency forwards, currency swaps, currency spot transactions and currency options; speculative trading is not allowed.

Interest rate risk. The Group's companies use external financial resources in the form of loans and invest available liquidity in money-market and capital-market instruments. Variations in market interest rates influence the cost and revenue of different funding and investment instruments, thus impacting on the Group's financial income and expenses.

At September 30, 2006 there were 50 million euro in interest rate swaps at notional value, all of which will expire in the early part of 2008.

Credit risk. The Group has different concentrations of credit risk depending on the nature of the activities which have generated the receivables.

Trade credit risk basically relates to wholesale sales. Accordingly, the Group has policies in place to ensure that wholesale sales of products are made to customers with an appropriate credit history. Sales to retail customers are made in cash or using credit cards and other electronic cards.

Receivables which are partially or totally irrecoverable, if sufficiently significant, are written down on an individual basis. The amount of the write-down takes into account a forecast of recoverable cash flows and their relevant collection date, as well as the fair value of warranties. Collective provisions are made for receivables which are not subject to individual write-down, taking into account bad debt history and statistical data.

Financial credit risk lies in the counterpart's or the issuer's inability to settle its financial obligations.

The Group invests available liquidity in money-market and capital-market instruments. These instruments must have a minimum long-term issuer and/or counterpart rating of S&P's "A-" (or equivalent) and/or a minimum short-term issuer and/or counterpart rating of S&P's "A-2" (or equivalent).

With the exception of bank deposits, the maximum investment allowed in all other instruments may not exceed 10% of the Group's liquidity investments, with a ceiling of 20 million euro for each issuer/counterpart, in order to avoid excessive concentration in a single issuer for sovereign issuers with rating lower than "A" (or equivalent) and for all other issuers with rating lower than "AA" (or equivalent).

As of September 30, 2006 the Group's available liquidity was mainly invested in bank deposits and current accounts with leading financial institutions.

Liquidity risk. Liquidity risk can arise through the inability to access, at economically viable conditions, the financial resources needed to guarantee the Group's ability to operate.

The two main factors influencing the Group's liquidity position are the resources generated or used by operating and investment activities, and the maturity and renewal profiles of debt or liquidity profile of financial investments.

Liquidity requirements are monitored by the Parent Company's head office functions in order to guarantee effective access to financial resources or adequate investment of liquidity.

Management feels that currently available funds and credit facilities, apart from those which will be generated by operating and financing activities, will allow the Group to satisfy its requirements as far as investment, working capital management, and debt repayment at natural maturity are concerned.

            1. Supplementary information

Identification of segments. The Group has identified "business" as the primary reporting basis for its segment information, since this is the primary source of risks and rewards; geographical area is the basis for its secondary segment reporting.

The Group's activities are divided into three segments in order to provide the basis for effective administration and decision-making, and to supply representative and significant information about company performance to financial investors.

The business segments are as follows:

The geographical areas defined by the Group for the purposes of secondary segment reporting in compliance with IAS 14 on the basis of significance are as follows:

Cash flow statement. In compliance with IAS 7, the cash flow statement, prepared using the indirect method, reports the Group's ability to generate cash and cash equivalents. Cash equivalents comprise short-term highly liquid financial investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. An investment normally meets the definition of a cash equivalent when it has a maturity of three months or less from the date of acquisition. Bank overdrafts are also part of the financing activity, unless they are payable on demand and form an integral part of an enterprise's cash and cash equivalents management, in which case they are classified as a component of cash and cash equivalents. Cash and cash equivalents included in the cash flow statement comprise the balance sheet amounts for this item at the reporting date. Cash flows in foreign currencies are translated at the average exchange rate for the period. Income and expenses relating to interest, dividends received and income taxes are included in cash flow from operating activities. The layout adopted by the Group reports separately:

Use of estimates. Preparation of the nine-month report and related notes at September 30, 2006 under IFRS has required management to make estimates and assumptions regarding assets and liabilities reported in the balance sheet and the disclosure of contingent assets and liabilities at the reporting date. The final results could be different from the estimates. The Group has used estimates for valuing assets subject to impairment testing as previously described, for valuing share-based payments, provisions for doubtful accounts, depreciation and amortization, employee benefits, deferred taxes and other provisions. The estimates and assumptions are reviewed periodically and the effects of any changes are immediately reflected in the income statement.

Minority shareholders. Transactions between the Group and minority shareholders are regulated in the same way as transactions with parties external to the Group. The sale of shareholding interests to minority shareholders by the Group generates gains or losses that are recognized in the income statement. The purchase of interests by minority shareholders is translated into goodwill, calculated as the excess of the amount paid over the share of the carrying value of the subsidiary's net assets.

Comments on the principal items in the income statement

[1] Revenues

Nine months

Nine months

(thousands of euro)

2006

2005

Sales of core products

1,293,928

1,217,504

Miscellaneous sales

53,795

43,670

Royalty income

9,006

11,687

Other revenues

14,895

15,116

Total

1,371,624

1,287,977

Miscellaneous sales relate mainly to sports equipment produced for third parties by a subsidiary in Hungary.

Other revenues refer mainly to the provision of services such as processing, cost recharges and miscellaneous services including the development of advertising campaigns.

 

Sales of core products, by product category

Nine months

Nine months

(thousands of euro)

2006

2005

Casual apparel, accessories and footwear

1,206,704

1,127,692

Fabrics and yarns

64,663

67,476

Leisurewear

22,561

22,336

Total

1,293,928

1,217,504

Sales of core products, by brand

Nine months

Nine months

(thousands of euro)

2006

2005

United Colors of Benetton

973,409

886,232

Sisley

233,293

240,853

Playlife

15,717

16,076

Killer Loop

6,846

6,866

Other sales

64,663

67,477

Total

1,293,928

1,217,504

The "United Colors of Benetton" brand also includes 361,267 thousand euro in sales by the "UCB Bambino" brand (304,961 thousand euro in the first nine months of 2005).

[2] Depreciation and amortization

The Group's amortization and depreciation charges for the period are analyzed as follows:

Nine months 2006

Industrial depreciation/

Non-industrial depreciation/

(thousands of euro)

amortization

amortization

Total

Depreciation of property, plant and equipment

13,296

30,595

43,891

Amortization of intangible assets

230

18,309

18,539

Total

13,526

48,904

62,430

Nine months 2005

Industrial depreciation/

Non-industrial depreciation/

(thousands of euro)

amortization

amortization

Total

Depreciation of property, plant and equipment

15,641

31,449

47,090

Amortization of intangible assets

182

17,990

18,172

Total

15,823

49,439

65,262

General and operating expenses

    • [3] Payroll and related costs

This item refers to payroll and related costs that are not directly attributable to production activities. They also include the costs relating to the network of directly operated stores.

The Group's payroll and related costs, including the industrial ones reported in the cost of sales, are summarized below.

 

Nine months 2006

Industrial

Non-

Advertising

wages,

industrial

division

salaries and

salaries and

salaries and

(thousands of euro)

related costs

related costs

related costs

Total

Wages and salaries

43,527

85,148

792

129,467

Social security contributions

13,921

19,187

235

33,343

Provision for retirement benefit obligations

2,826

2,780

35

5,641

Stock option costs

-

1,883

-

1,883

Other payroll and related costs

489

819

-

1,308

Total

60,763

109,817

1,062

171,642

Nine months 2005

Industrial

Non-

Advertising

wages,

industrial

division

salaries and

salaries and

salaries and

(thousands of euro)

related costs

related costs

related costs

Total

Wages and salaries

42,307

77,984

636

120,927

Social security contributions

14,322

18,528

207

33,057

Provision for retirement benefit obligations

2,866

3,097

48

6,011

Stock option costs

-

1,623

-

1,623

Other payroll and related costs

278

642

-

920

Total

59,773

101,874

891

162,538

Payroll and related costs have increased as a result of growth in the number of directly operated stores.

The total fair value of stock options has been calculated using the Black & Scholes method. Further information about the stock option plan can be found in the directors' report on the first nine months of 2006.

The number of employees is analyzed by category below:

Period

09.30.2006

12.31.2005

average

Management

97

99

98

White collar

4,833

4,000

4,417

Workers

2,427

2,400

2,414

Part-timers

1,548

1,479

1,514

Total

8,905

7,978

8,443

Nine months

Nine months

(thousands of euro)

2006

2005

Non-industrial general costs

67,654

60,749

Other operating expenses/(income)

63,909

52,409

Additions

12,044

19,820

Other expenses/(income)

(10,178)

4,131

Total

133,429

137,109

 

 

Non-industrial general costs

Nine months

Nine months

(thousands of euro)

2006

2005

Other services

14,091

11,893

Consulting and advisory fees

9,053

8,113

Rental and hire costs

8,173

7,993

Travel and entertainment

7,087

6,059

Energy

4,944

3,808

Sundry purchases

4,902

4,332

Maintenance

4,436

3,856

Directors and statutory auditors

4,109

4,110

Telephone and postage expenses

3,585

3,039

Insurance

3,279

3,290

Banking services

1,911

1,050

Surveillance and security

1,389

1,309

Other

695

1,897

Total

67,654

60,749

Other operating expenses/(income)

Nine months

Nine months

(thousands of euro)

2006

2005

Operating expenses:

- rental expense

84,901

66,136

- indirect taxes and duties

7,037

6,502

- returns and discounts relating to previous years

802

2,448

- other operating expenses

10,911

7,947

Total operating expenses

103,651

83,033

Operating income:

- rental income

(32,462)

(25,492)

- reimbursements and compensation payments

(2,769)

(1,964)

- other operating income

(4,511)

(3,168)

Total operating income

(39,742)

(30,624)

Total

63,909

52,409

Additions

Nine months

Nine months

(thousands of euro)

2006

2005

Addition to provision for doubtful accounts

8,582

16,749

Addition to provision for sales agent indemnities

1,500

1,965

Addition to provision for legal and tax risks

1,962

1,106

Total

12,044

19,820

Other expenses/(income)

Nine months

Nine months

(thousands of euro)

2006

2005

Other expenses:

- impairment of property, plant and equipment and intangible assets

2,602

4,141

- costs for expected obligations

491

2,000

- out-of-period expenses

1,562

1,345

- donations

1,943

1,754

- losses on disposal

892

1,127

- other sundry expenses

3,946

3,114

Total other expenses

11,436

13,481

Other income:

- gains on disposals of property, plant and equipment and intangible assets

(10,373)

(3,860)

- out-of-period income

(3,948)

(3,488)

- release of provisions

(6,921)

(1,199)

- other sundry income

(372)

(803)

Total other income

(21,614)

(9,350)

Total

(10,178)

4,131

This mainly refers to dividends received from third parties.

This item is analyzed below:

Nine months

Nine months

(thousands of euro)

2006

2005

Financial income

28,507

19,707

(Financial expenses)

(40,507)

(33,671)

Foreign currency hedging gains/(losses) and exchange differences

(1,089)

(914)

Total

(13,089)

(14,878)

Financial income and expenses mostly refer to income and expenses from financial assets and liabilities, hedges of financial risks and early settlement trade discounts and bank charges and commissions.

Exchange differences mainly originate from receipts from foreign customers, payments to foreign suppliers and from hedges of financial risks.

    • [7] Income taxes

Income taxes calculated for the period amount to 29,994 thousand euro, representing a tax rate of 24.2% compared with 26.8% in the corresponding period of 2005.

 

Comments on the principal asset items

Non-current assets

    • [8] Property, plant and equipment

Capital expenditure in the period, totaling 116,902 thousand euro, mainly related to:

Leasehold improvements mainly refer to the cost of restructuring and modernizing stores belonging to third parties.

Disposals in the period amounted to 26,866 thousand euro, most of which referred to the sale of a commercial property by a Spanish subsidiary.

The impairment losses recognized in the period, totaling 2,471 thousand euro, mostly refer to the adjustment of certain commercial assets to their current market value.

Except for these assets, there were no other signs indicating any potential impairment of property, plant and equipment; this is why, in compliance with IAS 36, no further impairment testing has been carried out at September 30, 2006.

 

    • [9] Intangible assets

"Goodwill and other intangible assets of indefinite useful life" consist of consolidation differences and residual amounts of goodwill arising on the consolidation of acquired companies.

"Intangible assets of finite useful life" include:

Impairment losses recognized in the period total 130 thousand euro, while impairment reversals amount to 978 thousand euro; these amounts largely refer to the adjustment of certain commercial assets to their current market value.

Except for these assets, there were no other signs indicating any potential impairment of intangible assets; this is why, in compliance with IAS 36, no further impairment testing has been carried out at September 30, 2006.

[10] Investments. Investments in subsidiary and associated companies relate mainly to commercial companies not included in the consolidation because they were not yet operational or were in liquidation at the balance sheet date. The change since December 31, 2005 is attributable to the first-time consolidation of a subsidiary in Slovakia.

Investments in other companies are stated at cost and refer to minority stakes in a number of companies in Italy, Japan and Switzerland.

[11] Medium/long-term financial receivables. This item refers to the long-term portion of financial receivables, which earn interest at market rates.

[12] Other medium/long-term receivables. This balance, totaling 58,363 thousand euro, includes 41,030 thousand euro in receivables due from Edizione Holding S.p.A. for current taxes, calculated on taxable losses, as allowed in the rules governing participation in the group tax election. These receivables are due in 2007. This balance includes 8,673 thousand euro in trade receivables and 3,041 thousand euro in receipts due from third parties for property sales.

[13] Deferred tax assets. This balance is mostly attributable to taxes paid in advance due to differences in calculating the amortizable/depreciable base of assets and to provisions and costs that will become deductible for tax in future periods. The Group offsets deferred tax assets against deferred tax liabilities for Italian companies that have made the group tax election and for foreign subsidiaries to the extent legally allowed in their country of origin.

Current assets

[14] Inventories. Inventories, totaling 324,515 thousand euro (287,246 thousand euro at December 31, 2005), are shown net of the related write-down provision.

The valuation of closing inventories at weighted average cost is not appreciably different from their value at current purchase cost.

[15] Trade receivables. Trade receivables, net of the provision for doubtful accounts, amount to 726,754 thousand euro (654,902 thousand euro at December 31, 2005). The provision for doubtful accounts amounts to 79,758 thousand euro (82,828 thousand euro at December 31, 2005). This provision has been determined on the basis of a prudent assessment of the risks associated with outstanding receivables at period end.

Trade receivables also include 217 thousand euro in amounts due from associated companies and 111 thousand euro due from the holding company.

A total of 22,582 thousand euro in receivables not yet due had been factored without recourse at September 30, 2006 (25,852 thousand euro at December 31, 2005).

[16] Tax receivables. This balance includes:

(thousands of euro)

09.30.2006

12.31.2005

VAT recoverable

21,335

14,203

Tax credits

6,985

9,432

Other tax receivables

1,597

1,538

Total

29,917

25,173

[17] Other receivables, accrued income and prepaid expenses. The change in this balance, which totals 65,095 thousand euro (49,730 thousand euro at December 31, 2005), is mainly due to advances of 12,097 thousand euro paid to purchase Benetton International Emirates L.L.C., along with a receivable relating to the purchase of the subsidiary Milano Report S.p.A.

[18] Cash and banks

(thousands of euro)

09.30.2006

12.31.2005

Bank and post office current accounts

38,352

38,910

Checks

21,804

59,601

Deposits in currency

20,478

18,213

Time deposits

18,188

79,047

Cash in hand

398

556

Total

99,220

196,327

The time deposits are liquid funds belonging to the finance companies and the Parent Company. Average interest rates reflect market returns for the various currencies concerned. The amount of checks is the result of customer payments, received in the last few days of the reporting period.

[19] Assets held for sale. This balance reports the lower of net book value and fair value less costs to sell of the factories in Cassano Magnago and Pedimonte, which are no longer operating after commencing plans to restructure the textile sector at the end of 2005.

Comments on the principal items in shareholders'equity and liabilities

Shareholders' equity

    • [20] Shareholders' equity attributable to the Parent Company

The Shareholders' Meeting of Benetton Group S.p.A. resolved on May 9, 2006 to pay a dividend of 0.34 euro per share, totaling 62 million euro, to be paid on May 18, 2006.

As discussed in the directors' report, a total of 1,000,247 options had been exercised as of September 30, 2006, involving the issue of a corresponding number of shares and an increase in share capital from 236,026,454.30 euro to 237,326,775.40 euro.

Changes in shareholders' equity during the period are detailed in the statement of changes contained in the "Consolidated financial statements" section.

Liabilities

    • Non-current liabilities

[21] Medium/long-term loans. The change in this balance over the period is mainly due to the reclassification to current liabilities of 500,000 thousand euro relating to a floating-rate syndicated loan, maturing in July 2007.

[22] Other medium/long-term liabilities. This balance mostly refers to 30,416 thousand euro in payables for current taxes calculated on taxable income, as required by the rules governing relationships between companies participating in the group tax election; these liabilities are due for settlement in 2007.

[23] Lease financing. This balance includes 6,981 thousand euro in lease financing repayable after more than one year.

[24] Other provisions and medium/long-term liabilities. The change in this balance is mostly due to uses of 7,064 thousand euro, and the release of 3,556 thousand euro to income from provisions made in past years relating to a number of directly operated stores that were closed in 2006.

[25] Trade payables. These represent the Group's liabilities for the purchase of goods and services.

[26] Other payables, accrued expenses and deferred income. This balance, amounting to 127,419 thousand euro (112,662 thousand euro at December 31, 2005), has gone up as a result of an increase of 6,667 thousand euro in VAT payables and of the payable relating to the acquisition of the subsidiary Milano Report S.p.A.

[27] Current income tax liabilities. This balance represents the amount payable by the Group for current period income tax and is shown net of taxes paid in advance, tax credits and withholding taxes.

[28] Financial payables. These mainly refer to: the current portion of third-party loans mostly comprising the floating-rate syndicated loan of 500,000 thousand euro, negative differentials on forward exchange contracts, mainly relating to the adjustment to period-end rates of outstanding hedges against economic, transaction and translation risks, and interest on loans and derivatives, particularly relating to interest rate risk. This balance also includes bank loans and overdrafts.

Supplementary information

Financial position

The net financial position reported net debt of 452 million euro, down from 565 million euro at September 30, 2005 and 101 million euro higher than at the end of December 2005. It is analyzed as follows:

(millions of euro)

09.30.2006

12.31.2005

Change

09.30.2005

Financial assets:

- medium/long-term financial receivables

4

7

(3)

8

- financial receivables

29

13

16

23

- cash and banks

99

196

(97)

104

Total financial assets

132

216

(84)

135

Financial liabilities:

- medium/long-term loans

-

503

(503)

621

- lease financing

7

10

(3)

11

- current portion of lease financing

5

5

-

5

- current portion of medium/long-term loans

500

1

499

1

- financial payables

72

48

24

62

Total financial liabilities

584

567

17

700

Net financial position

452

351

101

565

Most of the balance of 99 million euro reported in "Cash and banks" refers to ordinary current accounts and short-term or overnight bank deposits, with 22 million euro relating to checks received from customers at the end of September 2006.

The current portion of medium/long-term loans refers to the syndicated loan of 500 million euro, maturing in July 2007. This loan calls for compliance with two financial covenants, calculated every six months on the basis of the consolidated financial statements, namely:

The revolving credit line for 500 million euro, maturing in June 2010, was not drawn down at September 30, 2006. This facility may be drawn down in the form of one, three or six-month loans carrying interest of one, three or six-month Euribor respectively plus a spread of between 27.5 and 60 basis points depending on the ratio between net debt and EBITDA.

This operation calls for compliance with three financial covenants calculated every six months on the basis of the consolidated financial statements, namely:

Both the syndicated loan and the revolving credit facility contain other covenants by Benetton Group S.p.A. and, in some cases, by other Group companies, that are typically used in international practice, amongst which:

        1. negative pledge clauses, which require any existing or future secured guarantees over assets in relation to lending transactions, bonds and other instruments of credit to be extended to the above transactions on an equal footing;
        2. pari passu clauses, under which no obligations may be taken on that are senior to those assumed in the two transactions described above;
        3. periodic reporting obligations;
        4. cross default clauses, which entitle the lender to demand immediate repayment of the sums lent in the event of certain types of default by other financial instruments issued by the Group;
        5. restrictions on major asset disposals;
        6. other clauses generally found in transactions of this kind.

These covenants are nevertheless subject to several exceptions and restrictions.

There are no relationships of a financial nature with the holding company Edizione Holding S.p.A.

Segment information

Business segment information

Other and

(millions of euro)

Apparel

Textile

unallocated

Eliminations

Consolidated

Revenues from third parties

1,267

71

34

-

1,372

Inter-segment revenues

1

122

-

(123)

-

Total revenues

1,268

193

34

(123)

1,372

Cost of sales

709

174

33

(123)

793

Gross operating income

559

19

1

-

579

Selling costs

92

7

-

(1)

98

Contribution margin

467

12

1

1

481

General and operating expenses

337

8

(1)

-

344

Operating profit

130

4

2

1

137

Depreciation and amortization

51

11

-

-

62

Other non-monetary costs (impairment and stock options)

4

-

-

-

4

Earnings before interest, taxes, depreciation,

amortization and other non-monetary costs

185

15

2

1

203

Other and

(millions of euro)

Apparel

Textile

unallocated

Eliminations

Consolidated

Revenues from third parties

1,184

76

28

-

1,288

Inter-segment revenues

2

132

-

(134)

-

Total revenues

1,186

208

28

(134)

1,288

Cost of sales

649

186

27

(133)

729

Gross operating income

537

22

1

(1)

559

Selling costs

85

7

-

(1)

91

Contribution margin

452

15

1

-

468

General and operating expenses

314

15

1

-

330

Operating profit

138

-

-

-

138

Depreciation and amortization

51

13

1

-

65

Other non-monetary costs (impairment and stock options)

4

2

-

-

6

Earnings before interest, taxes, depreciation,

amortization and other non-monetary costs

193

15

1

-

209

Other non-monetary costs consist of any net impairment losses recognized for property, plant and equipment and intangible assets as a result of impairment testing and of the cost of stock options allocated to the apparel segment.

Nine months

Nine months

(millions of euro)

2006

%

2005

%

Change

%

Revenues from third parties

1,267

1,184

83

7.0

Inter-segment revenues

1

2

(1)

(51.0)

Total revenues

1,268

100.0

1,186

100.0

82

6.9

Cost of sales

709

55.9

649

54.7

60

9.3

Gross operating income

559

44.1

537

45.3

22

4.1

Selling costs

92

7.3

85

7.2

7

7.7

Contribution margin

467

36.8

452

38.1

15

3.4

General and operating expenses

337

26.5

314

26.5

23

7.3

Operating profit

130

10.3

138

11.6

(8)

(5.5)

 

Nine months

Nine months

(millions of euro)

2006

%

2005

%

Change

%

Revenues from third parties

71

76

(5)

(6.6)

Inter-segment revenues

122

132

(10)

(7.7)

Total revenues

193

100.0

208

100.0

(15)

(7.3)

Cost of sales

174

90.2

186

89.4

(12)

(6.4)

Gross operating income

19

9.8

22

10.6

(3)

(14.5)

Selling costs

7

3.5

7

3.4

-

(6.2)

Contribution margin

12

6.3

15

7.2

(3)

(18.5)

General and operating expenses

8

4.2

15

7.3

(7)

(46.8)

Operating profit

4

2.1

-

(0.1)

4

n.s.

Nine months

Nine months

(millions of euro)

2006

%

2005

%

Change

%

Revenues from third parties

34

28

6

18.8

Inter-segment revenues

-

-

-

-

Total revenues

34

100.0

28

100.0

6

18.8

Cost of sales

33

95.8

27

96.2

6

18.2

Gross operating income

1

4.2

1

3.8

-

33.7

Selling costs

-

0.3

-

0.5

-

(15.4)

Contribution margin

1

3.9

1

3.3

-

40.6

General and operating expenses

(1)

(2.5)

1

3.8

(2)

n.s.

Operating profit

2

6.4

-

(0.5)

2

n.s.

The number of employees in each segment is detailed below:

Period

09.30.2006

12.31.2005

average

Apparel

7,220

6,271

6,746

Textile

1,419

1,486

1,453

Other and unallocated

266

221

244

Total

8,905

7,978

8,443

Information by geographical area

Rest of

The

Rest of

(thousands of euro)

Italy

%

Europe

%

Americas

%

Asia

%

the world

%

Total

Apparel

576,675

88.2

477,883

96.0

50,088

99.6

158,386

96.7

3,847

68.5

1,266,879

Textile

46,007

7.0

19,962

4.0

188

0.4

3,206

2.0

1,769

31.5

71,132

Other and

unallocated

31,405

4.8

50

-

-

-

2,158

1.3

-

-

33,613

Total revenues

nine months 2006

654,087

100.0

497,895

100.0

50,276

100.0

163,750

100.0

5,616

100.0

1,371,624

Total revenues

nine months 2005

629,002

452,089

61,311

142,381

3,194

1,287,977

Change

25,085

45,806

(11,035)

21,369

2,422

83,647

Revenues are allocated according to the geographical area in which customers are located.

Other information

Non-recurring events and significant transactions. Net non-recurring income of 10,794 thousand euro in the first nine months of 2006 is reported in "General and operating expenses". It mostly refers to the capital gain realized on the sale of a commercial property by a Spanish subsidiary, the compensation received for the early vacation of certain rented properties used by the retail business and the release of provisions made in the past for the estimated closure costs of two directly operated stores and for a legal dispute over the use of a sports equipment patent that has now been successfully settled. This amount is stated net of the expenses and impairment losses recognized for certain assets in the apparel segment and the cost of canceling the second "tranche" of the stock option plan.

Relations with the holding company, its subsidiaries and other related parties. The Group's relations with related parties are discussed more fully in the directors' report.

Supplementary information. During the months of June and July some of the Italian companies in the Benetton Group (Benetton Group S.p.A., Bencom S.r.l., Benind S.p.A. and Olimpias S.p.A.) took up the "realignment" option allowed by Italian Law no. 266 of December 23, 2005 ("2006 Finance Act") whereby higher amounts recorded in their balance sheets could be recognized for tax purposes. This provision has no impact on the books of account or the value of assets recorded therein, with its only effect being on tax. The law allows companies, starting from 2008, to deduct, in the form of depreciation and amortization, the realignment of the tax value of their assets to their accounting value. A flat-rate tax of 12% has been paid on the amount of this realignment. On a consolidated basis this involves a non-discounted benefit, affecting the financial statements for 2008-2010, of around 4.3 million euro, corresponding to the lower tax due on future depreciation and amortization (around 6.3 million euro) net of the flat-rate tax (approximately 2 million euro). The above-stated law also requires companies to restrict the distribution of a specific related equity reserve.

Acquisition of investments. On August 2, 2006 the Group purchased, through its subsidiary Benetton Retail Italia S.r.l., 50% of an Italian company called Milano Report S.p.A. from third parties.

Details of the assets acquired are presented below:

(thousands of euro)

Cost of investment

27,645

Fair value of assets acquired

(13,974)

Goodwill

13,671

These figures are still provisional because the due diligence process for establishing the precise purchase price and its related allocation is not yet complete. Nonetheless, the final figures are not expected to differ significantly from those presented above.

The goodwill arises from the recognition of the acquired enterprise's commercial, property and organizational know-how.

Significant events after September 30, 2006. Two operations were completed at the start of October with the goal of providing additional support to the expansion of trade in Asia. Firstly, Benetton International Emirates L.L.C., a company based in Dubai in which Benetton International S.A. holds a 49% interest, became fully registered. Secondly, Benlim Ltd., a Chinese company, was formed with 50% of its shares owned by Benetton Asia Pacific Ltd. and the remainder by third parties.

Benetton Real Estate International S.A. purchased the entire interest in the company Property Russia Z.A.O. for the purposes of making a real estate investment in Samara (Russia).

On November 13, 2006 Silvano Cassano, the Chief Executive Officer, and Pier Francesco Facchini, Group Chief Financial Officer, both tendered their resignation from office.

Silvano Cassano, who has managed and completed the three-year process of rationalization and reorganization envisaged by his mandate, will nonetheless continue to be a member of the Board of Directors.

Contingent liabilities. The Group has an estimated 24 million euro in contingent liabilities associated with unsettled legal disputes (the same amount as reported at December 31, 2005). The Group does not consider it necessary to make any provision against such liabilities because it believes the likelihood of any outlay to be remote.

 

Corporate

Headquarters

information

Benetton Group S.p.A.

Villa Minelli

31050 Ponzano Veneto (Treviso) - Italy

Tel. +39 0422 519111

Legal data

Share capital: euro 237,478,139.60 fully paid-in

R.E.A. (Register of Commerce) no. 84146

Tax ID/Treviso Company register: 00193320264

Media & communications department

E-mail: press@benetton.it

Tel. +39 0422 519036

Fax +39 0422 519930

Investor relations

E-mail: ir@benetton.it

Tel. +39 0422 519412

Fax +39 0422 519740

TV Conference +39 0422 510623/24/25

www.benettongroup.com