Annual Review 2012 - Luxottica
Annual Review 2012 - Luxottica Annual Review 2012 - Luxottica
34 | ANNUAL REPORT 2012 maintaining strict quality control and the ability to deliver products to our customers in a timely and efficient manner. We must also continuously develop new product designs and features, expand our information systems and operations, and train and manage an increasing number of management level and other employees. If we are unable to manage these matters effectively, our distribution process could be adversely affected and we could lose market share in affected regions, which could materially adversely affect our business prospects. h) If we do not correctly predict future economic conditions and changes in consumer preferences, our sales of premium products and profitability could suffer The fashion and consumer products industries in which we operate are cyclical. Downturns in general economic conditions or uncertainties regarding future economic prospects, which affect consumer disposable income, have historically adversely affected consumer spending habits in our principal markets and thus made the growth in sales and profitability of premium priced product categories difficult during such downturns. Therefore, future economic downturns or uncertainties could have a material adverse effect on our business, results of operations and financial condition, including sales of our designer and other premium brands. The industry is also subject to rapidly changing consumer preferences and future sales may suffer if the fashion and consumer products industries do not continue to grow or if consumer preferences shift away from our products. Changes in fashion could also affect the popularity and, therefore, the value of the fashion licenses granted to us by designers. Any event or circumstance resulting in reduced market acceptance of one or more of these designers could reduce our sales and the value of our models from that designer. Unanticipated shifts in consumer preferences may also result in excess inventory and underutilized manufacturing capacity. In addition, our success depends, in large part, on our ability to anticipate and react to changing fashion trends in a timely manner. Any sustained failure to identify and respond to such trends could materially adversely affect our business, results of operations and financial condition and may result in the write-down of excess inventory and idle manufacturing facilities. i) If we do not continue to negotiate and maintain favorable license arrangements, our sales or cost of sales could suffer We have entered into license agreements that enable us to manufacture and distribute prescription frames and sunglasses under certain designer names, including Chanel, Prada, Miu Miu, Dolce & Gabbana, D&G, Bvlgari, Tiffany & Co., Versace, Burberry, Polo Ralph Lauren, Donna Karan, DKNY, Paul Smith Spectacles, Brooks Brothers, Armani, Stella McCartney, Tory Burch, Coach and Giorgio Armani. These license agreements typically have terms of between three and ten years and may contain options for renewal for additional periods and require us to make guaranteed and contingent royalty payments to the licensor. We believe that our ability to maintain and negotiate favorable license agreements with leading designers in the fashion and luxury goods industries is essential to the branding of our products and, therefore, material to the success of our business. As of year-end, Prada, Miu Miu, Dolce & Gabbana and D&G are the most significant brands in terms of their contribution to Group’s total net sales. For the years ended December
MANAGEMENT REPORT | 35 > 31, 2012 and 2011, sales realized through the Prada and Miu Miu brand names together represented approximately 3.9 percent and 4.0 percent of total sales, respectively. For the years ended December 31, 2012 and 2011, sales realized through the Dolce & Gabbana and D&G brand names together represented approximately 2.6 percent and 3.1 percent of total sales, respectively. Accordingly, if we are unable to negotiate and maintain satisfactory license arrangements with leading designers, our growth prospects and financial results could materially suffer from a reduction in sales or an increase in advertising costs and royalty payments to designers. j) As we operate in a complex international environment, if new laws, regulations or policies of governmental organizations, or changes to existing ones, occur and cannot be managed efficiently, the results could have a negative impact on our operations, our ability to compete or our future financial results Compliance with U.S. and foreign laws and regulations that apply to our international operations increases our costs of doing business, including cost of compliance, in certain jurisdictions, and such costs may rise in the future as a result of changes in these laws and regulations or in their interpretation or enforcement. We have implemented policies and procedures designed to facilitate our compliance with these laws and regulations, but there can be no assurance that our employees, contractors or agents will not violate such laws and regulations or our policies. Any such violations could individually, or in the aggregate, materially adversely affect our financial condition or operating results. Additionally, our Oakley and Eye Safety Systems (“ESS”) subsidiaries are U.S. government contractors, and as a result, we must comply with, and are affected by, U.S. laws and regulations related to our government business. These laws and regulations, including requirements to obtain applicable governmental approvals, clearances and certain export licenses, may impose additional costs and risks on our business. We also may become subject to audits, reviews and investigations of our compliance with these laws and regulations. k) If we are unable to protect our proprietary rights, our sales might suffer, and we may incur significant additional costs to defend such rights We rely on trade secret, unfair competition, trade dress, trademark, patent and copyright laws to protect our rights to certain aspects of our products and services, including product designs, proprietary manufacturing processes and technologies, product research and concepts and recognized trademarks, all of which we believe are important to the success of our products and services and our competitive position. However, pending trademark or patent applications may not in all instances result in the issuance of a registered trademark or patent, and trademarks or patents granted may not be effective in thwarting competition or be held valid if subsequently challenged. In addition, the actions we take to protect our proprietary rights may be inadequate to prevent imitation of our products and services. Our proprietary information could become known to competitors, and we may not be able to meaningfully protect our rights to proprietary information. Furthermore, other companies may independently develop substantially equivalent or better products or services that do not infringe on our intellectual property rights or could assert rights in,
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MANAGEMENT REPORT<br />
| 35 ><br />
31, <strong>2012</strong> and 2011, sales realized through the Prada and Miu Miu brand names together<br />
represented approximately 3.9 percent and 4.0 percent of total sales, respectively.<br />
For the years ended December 31, <strong>2012</strong> and 2011, sales realized through the Dolce &<br />
Gabbana and D&G brand names together represented approximately 2.6 percent and<br />
3.1 percent of total sales, respectively. Accordingly, if we are unable to negotiate and<br />
maintain satisfactory license arrangements with leading designers, our growth prospects<br />
and financial results could materially suffer from a reduction in sales or an increase in<br />
advertising costs and royalty payments to designers.<br />
j) As we operate in a complex international environment, if new laws, regulations or<br />
policies of governmental organizations, or changes to existing ones, occur and cannot<br />
be managed efficiently, the results could have a negative impact on our operations, our<br />
ability to compete or our future financial results<br />
Compliance with U.S. and foreign laws and regulations that apply to our international<br />
operations increases our costs of doing business, including cost of compliance, in<br />
certain jurisdictions, and such costs may rise in the future as a result of changes in these<br />
laws and regulations or in their interpretation or enforcement. We have implemented<br />
policies and procedures designed to facilitate our compliance with these laws and<br />
regulations, but there can be no assurance that our employees, contractors or agents<br />
will not violate such laws and regulations or our policies. Any such violations could<br />
individually, or in the aggregate, materially adversely affect our financial condition or<br />
operating results.<br />
Additionally, our Oakley and Eye Safety Systems (“ESS”) subsidiaries are U.S. government<br />
contractors, and as a result, we must comply with, and are affected by, U.S. laws and<br />
regulations related to our government business. These laws and regulations, including<br />
requirements to obtain applicable governmental approvals, clearances and certain export<br />
licenses, may impose additional costs and risks on our business. We also may become<br />
subject to audits, reviews and investigations of our compliance with these laws and<br />
regulations.<br />
k) If we are unable to protect our proprietary rights, our sales might suffer, and we may<br />
incur significant additional costs to defend such rights<br />
We rely on trade secret, unfair competition, trade dress, trademark, patent and copyright<br />
laws to protect our rights to certain aspects of our products and services, including product<br />
designs, proprietary manufacturing processes and technologies, product research and<br />
concepts and recognized trademarks, all of which we believe are important to the success<br />
of our products and services and our competitive position. However, pending trademark<br />
or patent applications may not in all instances result in the issuance of a registered<br />
trademark or patent, and trademarks or patents granted may not be effective in thwarting<br />
competition or be held valid if subsequently challenged. In addition, the actions we take to<br />
protect our proprietary rights may be inadequate to prevent imitation of our products and<br />
services. Our proprietary information could become known to competitors, and we may<br />
not be able to meaningfully protect our rights to proprietary information. Furthermore,<br />
other companies may independently develop substantially equivalent or better products<br />
or services that do not infringe on our intellectual property rights or could assert rights in,