FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

November 7, 2005

COMMISSION FILE NO. 1 - 10421

LUXOTTICA GROUP S.p.A.

VIA CANTÙ 2, MILAN, 20123 ITALY
(Address of principal executive offices)

                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 ý Form 40-F o

                Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

                Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

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

Yes o No ý

                If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-          

 

 



 

 

Set forth below is the text of a press release issued on October 7, 2005.

 

Burberry and Luxottica Announce 10-Year Eyewear Licence Agreement

 

London, UK and Milan, Italy — 7 October 2005 — Burberry Group plc (LSE: BRBY), the international luxury apparel and accessories brand, and Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX), worldwide leader in the eyewear sector, announced today a 10-year licence agreement for the design, production and worldwide distribution of prescription frames and sunglasses under the Burberry name. The agreement will begin on January 1, 2006.

 

Brian E. Blake, President and Chief Operating Officer of Burberry Group plc commented: “Burberry looks forward to working with Luxottica in this new global partnership.  Among Luxottica’s many strengths, its proprietary store network in key markets and targeted growth geographies are very well aligned with Burberry’s expansion strategies. Together we will endeavour to realise the exciting opportunities for the Burberry brand in the eyewear category.”

 

Leonardo Del Vecchio, Chairman of Luxottica Group, commented: “We are extremely pleased with this new long-term licence agreement and look forward to working with the Burberry team to develop new, exciting collections. Burberry is one of the world’s most distinctive and dynamic luxury brands. Burberry’s strength in the substantial U.S. and Japan markets is of particular strategic importance for our Group.”

 

“The Burberry licence represents the first step in a process of more proactively managing our brands portfolio. We expect this will result in a further strengthening of what is already one of the best-balanced brands portfolios in our industry.”

 

The first Burberry eyewear collections under the agreement will be presented in October 2006.  The two companies expect that the collections have the potential to generate wholesale sales in excess of €50 million annually within two to three years of launch.

 

About Burberry

 

Burberry, founded in 1856, is a leading international luxury brand. Burberry designs, manufactures and licenses apparel and accessories for distribution through its own stores and a network of prestige retailers worldwide.

 

About Luxottica Group S.p.A.

 

Luxottica Group is a global leader in eyewear, with nearly 5,500 optical and sun retail stores mainly in North America and Asia-Pacific and a well-balanced portfolio that comprises leading premium house and licensed brands, including Ray-Ban, the best selling sun and prescription eyewear brand in the world. Among others, the Group’s brand portfolio includes house brands

 

 

2



 

Vogue, Persol, Arnette and REVO and license brands Bvlgari, Chanel, Dolce & Gabbana, Donna Karan, Prada and Versace. Luxottica Group’s global wholesale network touches 120 countries, with a direct presence in the key 28 eyewear markets worldwide. The Group’s products are designed and manufactured at its six Italy-based high-quality manufacturing plants and at the only China-based plant wholly-owned by a premium eyewear manufacturer. For fiscal year 2004, Luxottica Group posted consolidated net sales and net income of €3.2 billion and €286.9 million, respectively. Luxottica Group’s 2004 annual report is available online at http://annual-report-2004.luxottica.com. Additional information on the Group is available at www.luxottica.com.

 

Safe Harbor Statement

 

Certain statements in this press release may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those which are anticipated. Such risks and uncertainties include, but are not limited to, fluctuations in exchange rates, economic and weather factors affecting consumer spending, the ability to successfully introduce and market new products, the ability to successfully launch initiatives to increase sales and reduce costs, the availability of correction alternatives to prescription eyeglasses, the ability to effectively integrate recently acquired businesses, including Cole National, risks that expected synergies from the acquisition of Cole National will not be realized as planned and that the combination of Luxottica Group’s managed vision care business with Cole National will not be as successful as planned, as well as other political, economic and technological factors and other risks referred to in Luxottica Group’s filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof and Luxottica Group does not assume any obligation to update them.

 

3



 

 

 

Set forth below is the text of a press release issued on October 27, 2005.

 

LUXOTTICA GROUP 3Q05 CONSOLIDATED OPERATING INCOME UP 20.1 PERCENT

 

Milan, Italy — October 27, 2005 - Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX), global leader in the eyewear sector, today announced consolidated U.S. GAAP results for the three- and nine-month periods ended September 30, 2005.

 

Financial highlights

 

Third Quarter of 2005 (1)

 

Consolidated sales: €1,069.4 million (+47.3%)
- Retail sales: €849.0 million (+55.2%); Retail comparable store sales (2): +5.3%
- Total wholesale sales: €283.7 million (+26.0%)
Consolidated operating income: €154.9 million (+20.1%); Operating margin: 14.5%
- Retail operating income: €106.3 million (+15.1%); Retail operating margin: 12.5%
- Wholesale operating income: €63.3 million (+34.0%); Wholesale operating margin: 22.3%
Consolidated net income: €89.3 million (+16.0%); Net margin: 8.4%
Earnings per share: €0.20 (US$0.24 per ADS)

 

Nine-month Period (3)

 

Consolidated sales: €3,251.9 million (+41.0%)
- Retail sales: €2,448.6 million (+52.1%); Retail comparable store sales (4): +5.7%
- Total wholesale sales: €978.9 million (+17.0%)
Consolidated operating income: €457.1 million (+17.7%); Operating margin: 14.1%
- Retail operating income: €283.4 million (+20.1%); Retail operating margin: 11.6%
- Wholesale operating income: €231.3 million (+23.2%); Wholesale operating margin: 23.6%
Consolidated net income: €256.7 million (+13.0%); Net margin: 7.9%
Earnings per share: €0.57 (US$0.72 per ADS)

 

Andrea Guerra, chief executive officer of Luxottica Group, commented: “Results for the third quarter were again strong across our entire business and in all key markets, with both retail and wholesale contributing to continued growth. Cash flow generation was again one of the main highlights of our Group’s results for the quarter, with approximately €140 million excluding non-recurring items (5). At the same time, in the first nine months of 2005 we reached the same level of sales posted in 2004 for the full year, which in itself means that the Cole National acquisition has already helped us to achieve a significant result.”

 

 

4



 

Regarding the retail business, the integration of Cole National is now nearly completed and the Group’s retail team in North America is already focusing on the challenges ahead: the growth of the Pearle Vision business and the ongoing repositioning of Sunglass Hut as the destination store for fashion in sun.

 

Results of the retail division for the third quarter were particularly strong, especially in North America where Sunglass Hut experienced double-digit comparable store sales growth for the second quarter in a row. Retail results were also positive in Asia-Pacific, especially in terms of profitability.

 

For the third quarter, the Group’s wholesale business experienced significant additional growth and improved profitability. Wholesale sales to third parties rose by 23.0 percent, reflecting accelerated growth in the Group’s wholesale business year-to-date compared with 13.0 percent for the first half of the year. Operating margin for the entire wholesale division for the quarter improved to 22.3%, up by 130 bps year-over-year. The performance of the wholesale business reflected the strength of Luxottica Group’s brands portfolio, especially of Ray-Ban, which posted particularly strong results for the quarter.

 

In wholesale, the Group just launched the first Dolce & Gabbana collections and expects a strong first year, in line with the original projection of €120 million in sales. The new collections, together with the Group’s well-balanced portfolio of leading and best-selling house and license brands, are expected to give Luxottica Group’s sales teams additional tools to continue delivering the growth experienced year-to-date in all key markets.

 

The effective tax rate for the quarter was 35 percent, in line with an expected tax rate for the full year of 37 percent. In application of APB 25 (Accounting for Stock Issued to Employees), results for the nine-month period also included non-cash expenses for stock options (6) of €12.4 million. The recently announced revised earnings estimates for fiscal year 2005 already fully reflect both the tax rate expectation and the non-cash expenses for stock options.

 

On September 30, 2005, Luxottica Group’s consolidated net outstanding debt was €1,557.9 million.

 

Luxottica Group’s consolidated results for the three- and nine-month periods ended September 30, 2005, were approved today by its Board of Directors. Consolidated results for the quarter and the nine-month period include the consolidation of the Cole National business.

 

About Luxottica Group S.p.A.

 

Luxottica Group is a global leader in eyewear, with nearly 5,500 optical and sun retail stores mainly in North America, Asia-Pacific and China and a well-balanced portfolio that comprises leading premium house and licensed brands, including Ray-Ban, the best selling sun and prescription eyewear brand in the world. Among others, the Group’s brand portfolio includes house brands Vogue, Persol, Arnette and REVO and license brands Bvlgari, Chanel, Dolce & Gabbana, Donna Karan, Prada and Versace. Luxottica Group’s global wholesale network

 

 

5



 

touches 120 countries, with a direct presence in the key 28 eyewear markets worldwide. The Group’s products are designed and manufactured at its six Italy-based high-quality manufacturing plants and at the only China-based plant wholly-owned by a premium eyewear manufacturer. For fiscal year 2004, Luxottica Group posted consolidated net sales and net income of €3.2 billion and €286.9 million, respectively. Luxottica Group’s 2004 annual report is available online at http://annual-report-2004.luxottica.com. Additional information on the Group is available at www.luxottica.com.

 

Safe Harbor Statement

 

Certain statements in this press release may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those which are anticipated. Such risks and uncertainties include, but are not limited to, fluctuations in exchange rates, economic and weather factors affecting consumer spending, the ability to successfully introduce and market new products, the ability to successfully launch initiatives to increase sales and reduce costs, the availability of correction alternatives to prescription eyeglasses, the ability to effectively integrate recently acquired businesses, including Cole National, risks that expected synergies from the acquisition of Cole National will not be realized as planned and that the combination of Luxottica Group’s managed vision care business with Cole National will not be as successful as planned, as well as other political, economic and technological factors and other risks referred to in Luxottica Group’s filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof and Luxottica Group does not assume any obligation to update them.

 

 

(1) All comparisons, including percentage changes, are between the three-month periods ended September 30, 2005, and 2004.
(2) Comparable store sales reflects the change in sales from one period to another that, for comparison purposes, includes in the calculation only stores open in the more recent period that also were open during the comparable prior period, and applies to both periods the average exchange rate for the prior period and the same geographic area. The calculation of comparable store sales for the three- and nine-month periods ended September 30, 2005, includes relevant stores of the former Cole National business as if the Cole National acquisition had been completed as of January 1, 2004. Cole National results are actually consolidated with Luxottica Group results only as of the October 4, 2004, acquisition date.
(3) All comparisons, including percentage changes, are between the nine-month periods ended September 30, 2005, and 2004.
(4) See note (2) above.
(5) Non-recurring items include acquisitions and litigation settlements.
(6) The non-cash expenses for stock options for the nine-month period ended September 30, 2005, resulted from the application of APB 25, in advance of the required adoption of SFAS 123 (R) as of January 1, 2006.

 

 

6



 

LUXOTTICA GROUP

 

CONSOLIDATED FINANCIAL HIGHLIGHTS

FOR THE THREE-MONTH PERIODS ENDED

SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

 

 

KEY FIGURES IN THOUSANDS OF EURO (4)

 

 

 

2005

 

2004 (5)

 

% Change

 

NET SALES

 

1,069,381

 

726,163

 

47.3

%

 

 

 

 

 

 

 

 

NET INCOME

 

89,309

 

76,975

 

16.0

%

 

 

 

 

 

 

 

 

EARNINGS PER SHARE (ADS) (2)

 

0.20

 

0.17

 

 

 

 

 

 

 

 

 

 

 

FULLY DILUTED EARNINGS PER SHARE (ADS) (3)

 

0.20

 

0.17

 

 

 

 

 

KEY FIGURES IN THOUSANDS OF U.S. DOLLARS (1) (4)

 

 

 

2005

 

2004 (5)

 

% Change

 

NET SALES

 

1,304,324

 

887,371

 

47.0

%

 

 

 

 

 

 

 

 

NET INCOME

 

108,931

 

94,064

 

15.8

%

 

 

 

 

 

 

 

 

EARNINGS PER SHARE (ADS) (2)

 

0.24

 

0.21

 

 

 

 

 

 

 

 

 

 

 

FULLY DILUTED EARNINGS PER SHARE (ADS) (3)

 

0.24

 

0.21

 

 

 


Notes :

 

2005

 

2004

 

(1) Average exchange rate (in U.S. Dollars per Euro)

 

1.2197

 

1.2220

 

(2) Weighted average number of outstanding shares

 

450,359,614

 

448,259,456

 

(3) Fully diluted average number of shares

 

453,829,742

 

450,321,072

 

(4) Except earnings per share (ADS), which are expressed in Euro and U.S. Dollars, respectively

(5) Certain amounts for FY 2004 have been reclassified to conform to the presentation of FY 2005 figures

 

 

7



 

LUXOTTICA GROUP

CONSOLIDATED FINANCIAL HIGHLIGHTS

FOR THE NINE-MONTH PERIODS ENDED

SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

 

 

KEY FIGURES IN THOUSANDS OF EURO (4)

 

 

 

2005

 

2004 (5)

 

% Change

 

NET SALES

 

3,251,948

 

2,306,993

 

41.0

%

 

 

 

 

 

 

 

 

NET INCOME

 

256,715

 

227,118

 

13.0

%

 

 

 

 

 

 

 

 

EARNINGS PER SHARE (ADS) (2)

 

0.57

 

0.51

 

 

 

 

 

 

 

 

 

 

 

FULLY DILUTED EARNINGS PER SHARE (ADS) (3)

 

0.57

 

0.50

 

 

 

 

 

KEY FIGURES IN THOUSANDS OF U.S. DOLLARS (1) (4)

 

 

 

2005

 

2004 (5)

 

% Change

 

NET SALES

 

4,106,209

 

2,827,220

 

45.2

%

 

 

 

 

 

 

 

 

NET INCOME

 

324,151

 

278,334

 

16.5

%

 

 

 

 

 

 

 

 

EARNINGS PER SHARE (ADS) (2)

 

0.72

 

0.62

 

 

 

 

 

 

 

 

 

 

 

FULLY DILUTED EARNINGS PER SHARE (ADS) (3)

 

0.72

 

0.62

 

 

 


Notes :

 

2005

 

2004

 

(1) Average exchange rate (in U.S. Dollars per Euro)

 

1.2627

 

1.2255

 

(2) Weighted average number of outstanding shares

 

449,805,613

 

448,162,086

 

(3) Fully diluted average number of shares

 

452,757,366

 

450,125,235

 

(4) Except earnings per share (ADS), which are expressed in Euro and U.S. Dollars, respectively

(5) Certain amounts for FY 2004 have been reclassified to conform to the presentation of FY 2005 figures

 

 

8



 

LUXOTTICA GROUP

 

CONSOLIDATED INCOME STATEMENT

FOR THE THREE-MONTH PERIODS ENDED

SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

 

In thousands of Euro (1)

 

3Q05

 

% of sales

 

3Q04 (2)

 

% of sales

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

1,069,381

 

100.0

%

726,163

 

100.0

%

47.3

%

COST OF SALES

 

(321,746

)

 

 

(219,320

)

 

 

 

 

GROSS PROFIT

 

747,635

 

69.9

%

506,842

 

69.8

%

47.5

%

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

SELLING EXPENSES

 

(396,028

)

 

 

(251,433

)

 

 

 

 

ROYALTIES

 

(14,020

)

 

 

(10,256

)

 

 

 

 

ADVERTISING EXPENSES

 

(64,125

)

 

 

(39,211

)

 

 

 

 

GENERAL AND ADMINISTRATIVE EXPENSES

 

(105,702

)

 

 

(66,245

)

 

 

 

 

TRADEMARK AMORTIZATION

 

(12,832

)

 

 

(10,645

)

 

 

 

 

TOTAL

 

(592,707

)

 

 

(377,790

)

 

 

 

 

OPERATING INCOME

 

154,928

 

14.5

%

129,052

 

17.8

%

20.1

%

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSES

 

(17,409

)

 

 

(13,078

)

 

 

 

 

INTEREST INCOME

 

972

 

 

 

2,391

 

 

 

 

 

OTHER - NET

 

89

 

 

 

794

 

 

 

 

 

OTHER INCOME (EXPENSES) NET

 

(16,348

)

 

 

(9,893

)

 

 

 

 

INCOME BEFORE PROVISION FOR INCOME TAXES

 

138,580

 

13.0

%

119,159

 

16.4

%

16.3

%

PROVISION FOR INCOME TAXES

 

(48,462

)

 

 

(40,510

)

 

 

 

 

INCOME BEFORE MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES

 

90,117

 

 

 

78,648

 

 

 

 

 

MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES

 

(808

)

 

 

(1,673

)

 

 

 

 

NET INCOME

 

89,309

 

8.4

%

76,975

 

10.6

%

16.0

%

EARNINGS PER SHARE (ADS) (1)

 

0.20

 

 

 

0.17

 

 

 

 

 

FULLY DILUTED EARNINGS PER SHARE (ADS) (1)

 

0.20

 

 

 

0.17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF OUTSTANDING SHARES

 

450,359,614

 

 

 

448,259,456

 

 

 

 

 

FULLY DILUTED AVERAGE NUMBER OF SHARES

 

453,829,742

 

 

 

450,321,072

 

 

 

 

 


Notes :

(1)         Except earnings per share (ADS), which are expressed in Euro

(2)         Certain amounts for FY 2004 have been reclassified to conform to the presentation of FY 2005 figures

 

 

9



 

 

LUXOTTICA GROUP

 

CONSOLIDATED INCOME STATEMENT

FOR THE NINE-MONTH PERIODS ENDED

SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

 

In thousands of Euro (1)

 

2005

 

% of sales

 

2004 (2)

 

% of sales

 

% Change

 

NET SALES

 

3,251,948

 

100.0

%

2,306,993

 

100.0

%

41.0

%

COST OF SALES

 

(1,020,223

)

 

 

(718,208

)

 

 

 

 

GROSS PROFIT

 

2,231,725

 

68.6

%

1,588,784

 

68.9

%

40.5

%

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

SELLING EXPENSES

 

(1,162,830

)

 

 

(780,498

)

 

 

 

 

ROYALTIES

 

(48,548

)

 

 

(37,728

)

 

 

 

 

ADVERTISING EXPENSES

 

(213,219

)

 

 

(143,289

)

 

 

 

 

GENERAL AND ADMINISTRATIVE EXPENSES

 

(310,613

)

 

 

(206,989

)

 

 

 

 

TRADEMARK AMORTIZATION

 

(39,415

)

 

 

(31,993

)

 

 

 

 

TOTAL

 

(1,774,625

)

 

 

(1,200,496

)

 

 

 

 

OPERATING INCOME

 

457,100

 

14.1

%

388,288

 

16.8

%

17.7

%

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSES

 

(49,163

)

 

 

(37,458

)

 

 

 

 

INTEREST INCOME

 

4,188

 

 

 

4,560

 

 

 

 

 

OTHER - NET

 

7,665

 

 

 

2,377

 

 

 

 

 

OTHER INCOME (EXPENSES) NET

 

(37,310

)

 

 

(30,521

)

 

 

 

 

INCOME BEFORE PROVISION FOR INCOME TAXES

 

419,790

 

12.9

%

357,767

 

15.5

%

17.3

%

PROVISION FOR INCOME TAXES

 

(155,322

)

 

 

(124,033

)

 

 

 

 

INCOME BEFORE MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES

 

264,468

 

 

 

233,734

 

 

 

 

 

MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIES

 

(7,753

)

 

 

(6,616

)

 

 

 

 

NET INCOME

 

256,715

 

7.9

%

227,118

 

9.8

%

13.0

%

EARNINGS PER SHARE (ADS) (1)

 

0.57

 

 

 

0.51

 

 

 

 

 

FULLY DILUTED EARNINGS PER SHARE (ADS) (1)

 

0.57

 

 

 

0.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF OUTSTANDING SHARES

 

449,805,613

 

 

 

448,162,086

 

 

 

 

 

FULLY DILUTED AVERAGE NUMBER OF SHARES

 

452,757,366

 

 

 

450,125,235

 

 

 

 

 


Notes :

(1)         Except earnings per share (ADS), which are expressed in Euro

(2)         Certain amounts for FY 2004 have been reclassified to conform to the presentation of FY 2005 figures

 

 

10



 

 

LUXOTTICA GROUP

 

CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2005 AND DECEMBER 31, 2004

 

In thousands of Euro

 

September 30, 2005

 

December 31, 2004 (1)

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

CASH

 

347,886

 

257,349

 

ACCOUNTS RECEIVABLE

 

457,964

 

406,437

 

SALES AND INCOME TAXES RECEIVABLE

 

37,346

 

33,120

 

INVENTORIES

 

422,867

 

433,158

 

PREPAID EXPENSES AND OTHER

 

77,794

 

69,151

 

DEFERRED TAX ASSETS - CURRENT

 

76,511

 

104,508

 

TOTAL CURRENT ASSETS

 

1,420,368

 

1,303,723

 

 

 

 

 

 

 

PROPERTY, PLANT AND EQUIPMENT - NET

 

694,047

 

599,245

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

INTANGIBLE ASSETS - NET

 

2,689,686

 

2,473,053

 

INVESTMENTS

 

14,822

 

156,988

 

OTHER ASSETS

 

49,311

 

23,040

 

SALES AND INCOME TAXES RECEIVABLES

 

292

 

9

 

TOTAL OTHER ASSETS

 

2,754,111

 

2,653,090

 

 

 

 

 

 

 

TOTAL

 

4,868,526

 

4,556,058

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

BANK OVERDRAFTS

 

356,318

 

290,531

 

CURRENT PORTION OF LONG-TERM DEBT

 

238,175

 

405,369

 

ACCOUNTS PAYABLE

 

254,916

 

222,550

 

ACCRUED EXPENSES AND OTHER

 

369,347

 

376,779

 

ACCRUAL FOR CUSTOMERS' RIGHT OF RETURN

 

11,612

 

8,802

 

INCOME TAXES PAYABLE

 

50,381

 

12,722

 

TOTAL CURRENT LIABILITIES

 

1,280,749

 

1,316,753

 

 

 

 

 

 

 

LONG TERM LIABILITIES:

 

 

 

 

 

LONG TERM DEBT

 

1,311,281

 

1,277,495

 

LIABILITY FOR TERMINATION INDEMNITIES

 

57,125

 

52,656

 

DEFERRED TAX LIABILITIES—NON CURRENT

 

188,978

 

215,891

 

OTHER

 

184,905

 

173,896

 

TOTAL LONG TERM LIABILITIES

 

1,742,289

 

1,719,938

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCY:

 

 

 

 

 

MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES

 

14,598

 

23,760

 

 

 

 

 

 

 

SHAREHOLDERS' EQUITY:

 

 

 

 

 

457,264,223 ORDINARY SHARES AUTHORIZED AND ISSUED—450,829,437 SHARES OUTSTANDING

 

27,436

 

27,312

 

NET INCOME

 

256,715

 

286,874

 

RETAINED EARNINGS

 

1,546,739

 

1,181,421

 

TOTAL SHAREHOLDERS' EQUITY

 

1,830,890

 

1,495,607

 

 

 

 

 

 

 

TOTAL

 

4,868,526

 

4,556,058

 


Notes :

(1)         Certain amounts for FY 2004 have been reclassified to conform to the presentation of FY 2005 figures

 

 

11



 

LUXOTTICA GROUP

 

CONSOLIDATED FINANCIAL HIGHLIGHTS

FOR THE NINE-MONTH PERIODS ENDED

SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

SEGMENTAL INFORMATION

 

 

In thousands of Euro

 

Manufacturing

and

Wholesale

 

Retail

 

Inter-Segments

Transaction and

Corporate Adj.

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

978,928

 

2,448,596

 

(175,576

)

3,251,948

 

EBITDA (3)

 

267,741

 

365,881

 

(32,919

)

600,703

 

% of sales

 

27.4

%

14.9

%

 

 

18.5

%

Operating income

 

231,310

 

283,441

 

(57,651

)

457,100

 

% of sales

 

23.6

%

11.6

%

 

 

14.1

%

Capital Expenditures

 

65,005

 

86,175

 

 

 

151,180

 

Depreciation & Amortization

 

36,431

 

82,440

 

24,732

 

143,604

 

Assets

 

1,591,005

 

1,298,257

 

1,979,263

 

4,868,526

 

 

 

 

 

 

 

 

 

 

 

2004 (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

836,964

 

1,609,614

 

(139,585

)

2,306,993

 

EBITDA (3)

 

223,854

 

289,129

 

(18,026

)

494,957

 

% of sales

 

26.7

%

18.0

%

 

 

21.5

%

Operating income

 

187,690

 

235,921

 

(35,323

)

388,288

 

% of sales

 

22.4

%

14.7

%

 

 

16.8

%

Capital Expenditures

 

22,032

 

46,502

 

 

 

68,534

 

Depreciation & Amortization

 

36,164

 

53,208

 

17,297

 

106,669

 

Assets

 

1,507,135

 

877,534

 

1,776,603

 

4,161,272

 

 

 

 

 

 

 

 

 

 

 

2004 As adjusted (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

836,964

 

2,358,649

 

(140,095

)

3,055,518

 

EBITDA (3)

 

223,854

 

306,846

 

(18,026

)

512,674

 

% of sales

 

26.7

%

13.0

%

 

 

16.8

%

Operating income

 

187,690

 

232,368

 

(43,391

)

376,667

 

% of sales

 

22.4

%

9.9

%

 

 

12.3

%

Depreciation & Amortization

 

36,164

 

74,478

 

25,365

 

136,007

 


Notes :

(1)         Certain amounts for FY 2004 have been reclassified to conform to the presentation of FY 2005 figures

(2)         These consolidated adjusted amounts are a non-GAAP measurement. The company has included this measurement to give comparative information for the two periods discussed, aligning the consolidation periods of Cole National for both years 2004 and 2005. They reflect the consolidation of Cole National results for the first nine months of 2004 (as it is in 2005). This information does not purport to be indicative of the actual results that would have been achieved had the Cole National acquisition been completed as of January 1, 2004.

(3)         EBITDA is the sum of Operating income and Depreciation & Amortization

 

 

12



 

LUXOTTICA GROUP

 

NON-GAAP COMPARISON OF CONSOLIDATED NET SALES

FOR THE THREE-MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2005

AND SEPTEMBER 30, 2004, ASSUMING CONSTANT EXCHANGE RATES

 

In millions of Euro

 

3Q 2004

U.S. GAAP
results

 

3Q 2005

U.S. GAAP
results

 

Adjustment

for constant
exchange rates

 

3Q 2005

adjusted
results

 

Consolidated net sales

 

726.2

 

1,069.4

 

-9.0

 

1,060.4

 

Manufacturing/wholesale net sales

 

225.2

 

283.7

 

-2.9

 

280.8

 

Retail net sales

 

546.9

 

849.0

 

-6.5

 

842.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In millions of Euro

 

9M 2004
U.S. GAAP
results

 

9M 2005
 U.S. GAAP
results

 

Adjustment
 for constant
exchange rates

 

9M 2005
adjusted
results

 

Consolidated net sales

 

2,307.0

 

3,251.9

 

60.4

 

3,312.3

 

Manufacturing/wholesale net sales

 

837.0

 

978.9

 

5.4

 

984.3

 

Retail net sales

 

1,609.6

 

2,448.6

 

58.9

 

2,507.5

 


Note:

Luxottica Group uses certain measures of financial performance that exclude the impact of  fluctuations in currency exchange rates in the translation of operating results into Euro. The Company  believes that these adjusted financial measures provide useful information to both management and  investors by allowing a comparison of operating performance on a consistent basis. In addition, since  the Luxottica Group has historically reported such adjusted financial measures to the investement community, the Company believes that their inclusion provides consistency in its financial reporting.  Further, these adjusted financial measures are one of the primary indicators management uses for planning and forecasting in future periods. Operating measures that assume constant exchange rates between the first nine months of 2005 and the first nine months of 2004 and the third quarter of 2005 and the third quarter of 2004 are calculated using for each currency the average exchange rate for the nine-month period and the three-month period ended September 30, 2004, respectively. Operating measures that exclude the impact of fluctuations in currency exchange rates are not measures of performance under accounting principles generally accepted in the United States (U.S. GAAP). These non-GAAP measures are not meant to be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. In addition, Luxottica Group’s method of calculating operating performance excluding the impact of changes in exchange rates may differ from methods used by other companies. See table above for a reconciliation of the operating measures excluding the impact of fluctuations in currency exchange rates to their most directly comparable U.S. GAAP financial measures. The adjusted financial measures should be used as a supplement to U.S. GAAP results to assist the reader in better understanding the operational performance of the Company.

 

 

13



 

 

LUXOTTICA GROUP

 

RECONCILIATION OF THE CONSOLIDATED INCOME STATEMENT

PREPARED IN ACCORDANCE WITH US GAAP AND IAS / IFRS FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2005,

PURSUANT TO CONSOB REGULATION N. 27021 OF APRIL 7, 2000 AND IN ACCORDANCE WITH CONSOB
COMMUNICATION DME/5015175 DATED MARCH 10, 2005.

 

CONSOLIDATED INCOME STATEMENT

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

 

In thousands of Euro (1)

 

US GAAP 2005

 

IFRS 2
Stock option

 

IFRS 3 Business
combination

 

IAS 19
Tfr & Pension

 

IAS 38
Intangibles

 

IAS 39
Derivatives

 

Total IAS/IFRS
Adjustment

 

IAS / IFRS 2005

 

NET SALES

 

3,251,948

 

 

 

 

 

 

 

 

 

 

 

 

 

3,251,948

 

COST OF SALES

 

(1,020,223

)

 

 

 

 

699

 

 

 

 

 

699

 

(1,019,525

)

GROSS PROFIT

 

2,231,725

 

 

 

 

 

699

 

 

 

 

 

699

 

2,232,423

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SELLING EXPENSES

 

(1,162,830

)

 

 

 

 

 

 

 

 

 

 

 

 

(1,162,830

)

ROYALTIES

 

(48,548

)

 

 

 

 

 

 

 

 

 

 

 

 

(48,548

)

ADVERTISING EXPENSES

 

(213,219

)

 

 

 

 

 

 

(644

)

 

 

(644

)

(213,863

)

GENERAL AND ADMINISTRATIVE EXPENSES

 

(310,613

)

(5,453

)

1,366

 

1,774

 

 

 

 

 

(2,314

)

(312,927

)

TRADEMARK AMORTIZATION

 

(39,415

)

 

 

 

 

 

 

 

 

 

 

 

 

(39,415

)

TOTAL

 

(1,774,625

)

(5,453

)

1,366

 

1,774

 

(644

)

 

 

(2,958

)

(1,777,583

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

457,100

 

(5,453

)

1,366

 

2,473

 

(644

)

 

 

(2,259

)

454,841

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTEREST EXPENSES

 

(49,163

)

 

 

 

 

 

 

 

 

 

 

 

 

(49,163

)

INTEREST INCOME

 

4,188

 

 

 

 

 

 

 

 

 

424

 

424

 

4,612

 

OTHER - NET

 

7,665

 

 

 

 

 

 

 

 

 

 

 

 

 

7,665

 

OTHER INCOME (EXPENSES) NET

 

(37,310

)

 

 

 

 

 

 

 

 

424

 

424

 

(36,886

)

INCOME BEFORE PROVISION FOR INCOME TAXES

 

419,790

 

(5,453

)

1,366

 

2,473

 

(644

)

424

 

(1,835

)

417,955

 

PROVISION FOR INCOME TAXES

 

(155,322

)

 

 

(546

)

(894

)

258

 

(151

)

(1,334

)

(156,656

)

INCOME BEFORE MINORITY INTEREST IN INCOME OF CONSOLIDATED SUBSIDIARIESMINORITY INTEREST IN INCOME

 

264,468

 

(5,453

)

819

 

1,579

 

(386

)

273

 

(3,169

)

261,298

 

OF CONSOLIDATED SUBSIDIARIES

 

(7,753

)

 

 

 

 

 

 

 

 

 

 

 

 

(7,753

)

NET INCOME

 

256,715

 

(5,453

)

819

 

1,579

 

(386

)

273

 

(3,169

)

253,545

 

EARNINGS PER SHARE (ADS) (1)

 

0.57

 

 

 

 

 

 

 

 

 

 

 

 

 

0.56

 

FULLY DILUTED EARNINGS PER SHARE (ADS) (1)

 

0.57

 

 

 

 

 

 

 

 

 

 

 

 

 

0.56

 

WEIGHTED AVERAGE NUMBER OF OUTSTANDING SHARES

 

449,805,613

 

 

 

 

 

 

 

 

 

 

 

 

 

449,805,613

 

FULLY DILUTED AVERAGE NUMBER OF SHARES

 

452,757,366

 

 

 

 

 

 

 

 

 

 

 

 

 

452,757,366

 


Notes :

(1) Except earnings per share (ADS), which are expressed in Euro

 

 

14



 

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.

 

 

 

 

LUXOTTICA GROUP S.p.A.

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Enrico Cavatorta

DATE: November 7, 2005

 

ENRICO CAVATORTA
CHIEF FINANCIAL OFFICER

 

 

15