Annual Review 2012 - Luxottica
Annual Review 2012 - Luxottica Annual Review 2012 - Luxottica
38 | ANNUAL REPORT 2012 cause delays in product supply and sales, reduced efficiency of our operations, unintentional disclosure of customer or other confidential information of the Company, or damage to our reputation, and potentially significant capital investments could be required to remediate the problem, which could have a material adverse effect on our results of operations. q) If we record a write-down for inventories or other assets that are obsolete or exceed anticipated demand or net realizable value, such charges could have a material adverse effect on our results of operations We record a write-down for product and component inventories that have become obsolete or exceed anticipated demand or net realizable value. We review our long-lived assets for impairment whenever events or changed circumstances indicate that the carrying amount of an asset may not be recoverable, and we determine whether valuation allowances are needed against other assets, including, but not limited to, accounts receivable. If we determine that impairments or other events have occurred that lead us to believe we will not fully realize these assets, we record a write-down or a valuation allowance equal to the amount by which the carrying value of the assets exceeds their fair market value. Although we believe our inventory and other asset related provisions are currently adequate, no assurance can be made that, given the rapid and unpredictable pace of product obsolescence for fashion eyewear, we will not incur additional inventory or asset related charges, which charges could have a material adverse effect on our results of operations. r) Leonardo Del Vecchio, our chairman and principal stockholder, controls 61.64 percent of our voting power and is in a position to affect our ongoing operations, corporate transactions and any matters submitted to a vote of our stockholders, including the election of directors and a change in corporate control As of December 31, 2012, Mr. Leonardo Del Vecchio, the Chairman of our Board of Directors, through the company Delfin S.àr.l., has voting rights over 292,035,339 Ordinary Shares, or 61.71 percent of the outstanding Ordinary Shares. As a result, Mr. Del Vecchio has the ability to exert significant influence over our corporate affairs and to control the outcome of virtually all matters submitted to a vote of our stockholders, including the election of our directors, the amendment of our Articles of Association or By-laws, and the approval of mergers, consolidations and other significant corporate transactions. Mr. Del Vecchio’s interests may conflict with or differ from the interests of our other stockholders. In situations involving a conflict of interest between Mr. Del Vecchio and our other stockholders, Mr. Del Vecchio may exercise his control in a manner that would benefit himself to the potential detriment of other stockholders. Mr. Del Vecchio’s significant ownership interest could delay, prevent or cause a change in control of our company, any of which may be adverse to the interests of our other stockholders. s) If our procedures designed to comply with Section 404 of the Sarbanes-Oxley Act of 2002 cause us to identify material weaknesses in our internal control over financial reporting, the trading price of our securities may be adversely impacted Our annual report on Form 20-F includes a report from our management relating to its evaluation of our internal control over financial reporting, as required under Section 404
MANAGEMENT REPORT | 39 > of the U.S. Sarbanes-Oxley Act of 2002, as amended. There are inherent limitations on the effectiveness of internal controls, including collusion, management override and failure of human judgment. In addition, control procedures are designed to reduce, rather than eliminate, business risks. As a consequence of the systems and procedures we have implemented to comply with these requirements, we may uncover circumstances that we determine, with the assistance of our independent auditors, to be material weaknesses, or that otherwise result in disclosable conditions. Any identified material weaknesses in our internal control structure may involve significant effort and expense to remediate, and any disclosure of such material weaknesses or other disclosable conditions may result in a negative market reaction to our securities. Financial Risks t) If the Euro or the Chinese Yuan strengthens relative to certain other currencies or if the U.S. Dollar weakens relative to the Euro, our profitability as a consolidated group could suffer Our principal manufacturing facilities are located in Italy. We also maintain manufacturing facilities in China, Brazil, India and the United States as well as sales and distribution facilities throughout the world. As a result, our results of operations could be materially adversely affected by foreign exchange rate fluctuations in two principal areas: • we incur most of our manufacturing costs in Euro and in Chinese Yuan, and receive a significant part of our revenues in other currencies such as the U.S. Dollar and the Australian Dollar. Therefore, a strengthening of the Euro or the Chinese Yuan relative to other currencies in which we receive revenues could negatively impact the demand for our products or decrease our profitability in consolidation, adversely affecting our business and results of operations; and • a substantial portion of our assets, liabilities, revenues and costs are denominated in various currencies other than Euro, with a substantial portion of our revenues and operating expenses being denominated in U.S. Dollars. As a result, our operating results, which are reported in Euro, are affected by currency exchange rate fluctuations, particularly between the U.S. Dollar and the Euro. As our international operations grow, future changes in the exchange rate of the Euro against the U.S. Dollar and other currencies may negatively impact our reported results, although we have in place policies designed to manage such risk. u) If economic conditions around the world worsen, we may experience an increase in our exposure to credit risk on our accounts receivable which may result in increased costs due to additional reserves for doubtful accounts and a reduction in sales to customers experiencing credit-related issues A substantial majority of our outstanding trade receivables are not covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on our trade and non-trade receivables, there can be no assurance such procedures will effectively limit our credit risk and avoid losses, which could have a material adverse effect on our results of operations.
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MANAGEMENT REPORT<br />
| 39 ><br />
of the U.S. Sarbanes-Oxley Act of 2002, as amended. There are inherent limitations on<br />
the effectiveness of internal controls, including collusion, management override and<br />
failure of human judgment. In addition, control procedures are designed to reduce, rather<br />
than eliminate, business risks. As a consequence of the systems and procedures we have<br />
implemented to comply with these requirements, we may uncover circumstances that we<br />
determine, with the assistance of our independent auditors, to be material weaknesses,<br />
or that otherwise result in disclosable conditions. Any identified material weaknesses in<br />
our internal control structure may involve significant effort and expense to remediate, and<br />
any disclosure of such material weaknesses or other disclosable conditions may result in a<br />
negative market reaction to our securities.<br />
Financial Risks<br />
t) If the Euro or the Chinese Yuan strengthens relative to certain other currencies or if the<br />
U.S. Dollar weakens relative to the Euro, our profitability as a consolidated group could<br />
suffer<br />
Our principal manufacturing facilities are located in Italy. We also maintain<br />
manufacturing facilities in China, Brazil, India and the United States as well as sales<br />
and distribution facilities throughout the world. As a result, our results of operations<br />
could be materially adversely affected by foreign exchange rate fluctuations in two<br />
principal areas:<br />
• we incur most of our manufacturing costs in Euro and in Chinese Yuan, and receive<br />
a significant part of our revenues in other currencies such as the U.S. Dollar and the<br />
Australian Dollar. Therefore, a strengthening of the Euro or the Chinese Yuan relative<br />
to other currencies in which we receive revenues could negatively impact the demand<br />
for our products or decrease our profitability in consolidation, adversely affecting our<br />
business and results of operations; and<br />
• a substantial portion of our assets, liabilities, revenues and costs are denominated<br />
in various currencies other than Euro, with a substantial portion of our revenues and<br />
operating expenses being denominated in U.S. Dollars. As a result, our operating<br />
results, which are reported in Euro, are affected by currency exchange rate fluctuations,<br />
particularly between the U.S. Dollar and the Euro.<br />
As our international operations grow, future changes in the exchange rate of the Euro<br />
against the U.S. Dollar and other currencies may negatively impact our reported results,<br />
although we have in place policies designed to manage such risk.<br />
u) If economic conditions around the world worsen, we may experience an increase in<br />
our exposure to credit risk on our accounts receivable which may result in increased costs<br />
due to additional reserves for doubtful accounts and a reduction in sales to customers<br />
experiencing credit-related issues<br />
A substantial majority of our outstanding trade receivables are not covered by collateral<br />
or credit insurance. While we have procedures to monitor and limit exposure to credit risk<br />
on our trade and non-trade receivables, there can be no assurance such procedures will<br />
effectively limit our credit risk and avoid losses, which could have a material adverse effect<br />
on our results of operations.