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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2015
COMMISSION FILE NO. 1 - 10421

LUXOTTICA GROUP S.p.A.

PIAZZALE LUIGI CADORNA 3, MILAN, 20123 ITALY
(Address of principal executive office)

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-                        


INDEX TO FORM 6-K

Item 1        Management report on the interim consolidated financial results as of March 31, 2015

    1  


Item 2        Financial Statements:


 

 


 

 



 


–Consolidated Statement of Financial Position as of March 31, 2015 (unaudited) and December 31, 2014 (audited)


 

 


16

 



 


–Consolidated Statement of Income for the periods ended March 31, 2015 and 2014 (unaudited)


 

 


17

 



 


–Consolidated Statement of Comprehensive Income for the periods ended March 31, 2015 and 2014 (unaudited)


 

 


18

 



 


–Consolidated Statement of Changes in Equity for the periods March 31, 2015 and 2014 (unaudited)


 

 


19

 



 


–Consolidated Statement of Cash Flows for the periods ended March 31, 2015 and 2014 (unaudited)


 

 


20

 



 


–Notes to the Condensed Consolidated Financial Statements as of March 31, 2015 (unaudited)


 

 


22

 


Attachment 1


 


  Exchange rates used to translate financial statements prepared in currencies other than the Euro


 

 


44

 

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Corporate Management

Board of Directors

        In office until the approval of the financial statements as of and for the year ending December 31, 2017

Chairman   Leonardo Del Vecchio
Deputy Chairman   Luigi Francavilla
CEO Markets   Adil Mehboob-Khan
CEO Product and Operations   Massimo Vian

Directors

 

Marina Brogi* (Lead Independent Director)
    Luigi Feola*
    Elisabetta Magistretti*
    Mario Notari
    Maria Pierdicchi*
    Karl Heinz Salzburger*
    Luciano Santel*
    Cristina Scocchia*
    Sandro Veronesi*
    Andrea Zappia*

*
Independent director

Human Resources Committee   Andrea Zappia (Chairman)
    Marina Brogi
    Mario Notari

Control and Risk Committee

 

Elisabetta Magistretti (Chairperson)
    Luciano Santel
    Cristina Scocchia

Board of Statutory Auditors

        In office until the approval of the financial statements as of and for the year ending December 31, 2017

Regular Auditors

  Francesco Vella (Chairman)

  Alberto Giussani

  Barbara Tadolini

Alternate Auditors

 

Maria Venturini

  Roberto Miccù

Officer Responsible for Preparing the Company's Financial Reports

 

Stefano Grassi

Auditing Firm

        Until approval of the financial statements as of and for the year ending December 31, 2020

PricewaterhouseCoopers SpA


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Luxottica Group S.p.A.
Headquarters and registered office • Piazzale Luigi Cadorna, 3, 20123 Milan, Italy
Capital Stock € 28,923,769.98
authorized and issued

ITEM 1. MANAGEMENT REPORT ON THE INTERIM
FINANCIAL RESULTS AS OF MARCH 31, 2015
(UNAUDITED)

        The following should be read in connection with the disclosure contained in the consolidated financial statements as of December 31, 2014, which includes a discussion of risks and uncertainties that can influence the Group's operational results or financial position.

1.     OPERATING PERFORMANCE FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2015

        The Group's growth in the first quarter of 2015 was significantly impacted by the strengthening of certain currencies in which it operates. At constant exchange rates(1), the Group confirmed solid growth in the main markets in which it conducts business.

        Net sales increased from Euro 1,842.3 million in the first three months of 2014 to Euro 2,209.9 million in the first three months of 2015 (+19.9 percent at current exchange rates and +5.3 percent at constant exchange rates(1)). Adjusted net sales(2) increased from Euro 1,842.3 for the March 2014 quarter to Euro 2,251.9 million in the first quarter of 2015 (+22.2 percent at current exchange rates and +7.2 percent at constant exchange rates(1)). Adjusted net sales were impacted, starting from July 1, 2014, by the modification of an EyeMed reinsurance agreement with an existing underwriter whereby the Company assumes less reinsurance revenues and less claims expense. The impact of the new contract for the three-month period ended March 31, 2015 is a reduction in net sales and a corresponding reduction in cost of sales of Euro 42.0 million, respectively (the "EyeMed Adjustment").

        Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA")(3) in the first three months of 2015 increased by 30.6 percent to Euro 469.9 million from Euro 359.9 in the first quarter of 2014.

        Operating income for the first quarter of 2015 increased by 32.6 percent to Euro 358.3 million from Euro 270.2 million during the same period of the previous year. The Group's operating margin continued to grow rising from 14.7 percent in 2014 to 16.2 percent in 2015.

        In the first three months of 2015, net income attributable to Luxottica Stockholders increased by 33.7 percent to Euro 210.4 million from Euro 157.3 million in the same period of 2014. Earnings per share ("EPS") was Euro 0.44 and EPS expressed in USD was 0.50 (at an average rate of Euro/USD of 1.1261).

        Careful control of our working capital as well as a significant improvement in our operating results lead to strong free cash flow(4) generation equal to Euro 38.0 million. Net debt as of March 31, 2015 was Euro 1,004.8 million (Euro 1,012.9 million at the end of 2014), with a ratio of net debt to EBITDA(5) of 0.6x (0.7x as of December 31, 2014).

   


(1)
We calculate constant exchange rates by applying to the current period the average exchange rates between the Euro and the relevant currencies of the various markets in which we operated during the three-month period ended March 31, 2014. Please refer to Attachment 1 for further details on exchange rates.
(2)
For a further discussion of adjusted net sales, see page 10—"Non-IFRS Measures.".
(3)
For a further discussion of EBITDA and adjusted EBITDA, see page 10—"Non-IFRS Measures."
(4)
For a further discussion of free cash flow, see page 10—"Non-IFRS Measures."
(5)
For a further discussion of net debt and net debt to adjusted EBITDA, see page 10—"Non-IFRS Measures."

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2.     SIGNIFICANT EVENTS DURING THE THREE-MONTH PERIOD ENDED MARCH 31, 2015

January

        On January 19, 2015, the Board of Directors appointed Adil Mehboob-Khan as the Group CEO for Markets and Massimo Vian as the Group CEO for Product and Operations. The appointment of Adil Mehboob-Khan and Massimo Vian, entrusting them with all executive responsibilities, completed the Group's organizational change process which is aimed at providing governance that is more aligned to the global competitive landscape and able to fully grasp growth opportunities. It also unites the Group's organizational model with its strategic vision.

3.     FINANCIAL RESULTS

        We are a market leader in the design, manufacture and distribution of fashion, luxury, sport and performance eyewear, with net sales reaching over Euro 7.6 billion in 2014, approximately 78,000 employees and a strong global presence. We operate in two industry segments: (i) manufacturing and wholesale distribution; and (ii) retail distribution. See Note 4 of the Notes to the Consolidated Financial Statements as of March 31, 2015 for additional disclosures about our operating segments. Through our manufacturing and wholesale distribution segment, we are engaged in the design, manufacture, wholesale distribution and marketing of proprietary and designer lines of mid- to premium-priced prescription frames and sunglasses. We operate our retail distribution segment principally through our retail brands, which include, among others, LensCrafters, Sunglass Hut, OPSM, Pearle Vision, Laubman & Pank, Oakley "O" Stores and Vaults, David Clulow, GMO and our Licensed Brands (Sears Optical and Target Optical).

        As a result of our numerous acquisitions and the subsequent expansion of our business activities in the United States through these acquisitions, our results of operations, which are reported in Euro, are susceptible to currency rate fluctuations between the Euro and the U.S. dollar. The Euro/U.S. dollar exchange rate has fluctuated to an average exchange rate of Euro 1.00 = U.S. $1.1261 in the first three months of 2015 from Euro 1.00 = U.S. $1. 3696 in the first quarter of 2014. With the acquisition of OPSM and other businesses, our results of operations have been rendered more susceptible to currency fluctuations between the Euro and the Australian Dollar. Additionally, we incur part of our manufacturing costs in Chinese Yuan; therefore, the fluctuation of the Chinese Yuan could impact the demand of our products or our consolidated profitability. Although we engage in certain foreign currency hedging activities to mitigate the impact of these fluctuations, they have impacted our reported revenues and expenses during the periods discussed herein. The Group does not engage in long-term hedging activities to mitigate translation risk. This discussion should be read in conjunction with the risk factor discussion in Section 8 of the Management Report included with the 2014 Consolidated Financial Statements.

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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

 
  Three months ended March 31,
 
   
(Amounts in thousands of Euro)
  2015
  % of
net sales

  2014
  % of
net sales

 

Net sales

    2,209,850     100.0 %   1,842,334     100.0 %

Cost of sales

    727,886     32.9 %   664,142     36.0 %

Gross profit

    1,481,964     67.1 %   1,178,192     64.0 %

Selling

    683,935     30.9 %   547,667     29.7 %

Royalties

    43,914     2.0 %   36,003     2.0 %

Advertising

    135,938     6.2 %   108,504     5.9 %

General and administrative

    259,860     11.8 %   215,804     11.7 %

Total operating expenses

    1,123,646     50.8 %   907,978     49.3 %

Income from operations

    358,318     16.2 %   270,214     14.7 %

Other income/(expense)

                         

Interest income

    2,999     0.1 %   2,831     0.2 %

Interest expense

    (30,089 )   (1.4 %)   (26,029 )   (1.4 %)

Other—net

    1,441     0.1 %   1,345     0.1 %

Income before provision for income taxes

    332,669     15.1 %   248,360     13.5 %

Provision for income taxes

    (120,653 )   (5.5 %)   (89,382 )   (4.9 %)

Net income

    212,016     9.6 %   158,978     8.6 %

Attributable to

                         

—Luxottica Group stockholders

    210,385     9.5 %   157,327     8.5 %

—non-controlling interests

    1,632     0.1 %   1,651     0.1 %

NET INCOME

    212,016     9.6 %   158,978     8.6 %

        In order to represent the Group's operating performance on a consistent basis in this Management Report, Net sales as represented in the Group's Consolidated Financial Statements have been adjusted to take into account the EyeMed Adjustment (as defined above) which is equal to Euro 42.0 million for the three-month period ended March 31, 2015.

        Net Sales.    Net sales increased by Euro 367.5 million, or 19.9%, to Euro 2,209.9 million in the first quarter of 2015 from Euro 1,842.3 million in the same period of 2014. Euro 135.2 million of this increase was attributable to increased sales in the manufacturing and wholesale distribution segment and to increased sales of Euro 232.3 million in the retail distribution segment. Adjusted(6) net sales in 2015, which include the Eyemed Adjustment of Euro 42.0 million, were Euro 2,251.9 million.

        Please find the reconciliation between adjusted(6) net sales and net sales in the following table:

   
(Amounts in million of Euro)
  March 31,
2015

  March 31,
2014

 
   

Net sales

    2,209.9     1,842.3  

> EyeMed Adjustment

    42.0      

Adjusted net sales

    2,251.9     1,842.3  

   


(6)
For a further discussion of adjusted net sales, see page 10—"Non-IFRS Measures."

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        Net sales for the retail distribution segment increased by Euro 232.3 million, or 22.4%, to Euro 1,270.0 million in the first three months of 2015 from Euro 1,037.7 million in the same period of 2014. The increase in net sales for the period was partially attributable to a 5.9% increase in comparable store(7) sales for LensCrafters and a 7.8% increase in comparable store sales for Sunglass Hut. The effects from currency fluctuations between the Euro, which is our reporting currency, and other currencies in which we conduct business, in particular the strengthening of the U.S. dollar and the Australian dollar compared to the Euro, increased net sales in the retail distribution segment by Euro 198.4 million.

        Adjusted(8) net sales of the retail division in the first three months of 2015, which include the Eyemed Adjustment of Euro 42.0 million, were Euro 1,312.0 million.

        Please find the reconciliation between adjusted(8) net sales of the retail division and net sales of the retail division in the following table:

   
(Amounts in millions of Euro)
  March 31,
2015

  March 31,
2014

 
   

Net sales

    1,270.0     1,037.7  

> EyeMed Adjustment

    42.0      

Adjusted net sales

    1,312.0     1,037.7  

        Net sales to third parties in the manufacturing and wholesale distribution segment increased in the first three months of 2015 by Euro 135.2 million, or 16.8%, to Euro 939.9 million from Euro 804.6 million in the same period of 2014. This increase was mainly attributable to increased sales of most of our proprietary brands, in particular Ray-Ban and Oakley, and of certain designer brands including Prada, Dolce & Gabbana and the launch of Michael Kors. Additionally, this increase occurred in most geographic areas in which the Group operates and was impacted by positive currency fluctuations, in particular the strengthening of the U.S. dollar and the Brazilian Real compared to the Euro, which increased net sales in the wholesale distribution segment by Euro 71.0 million

        In the first three months of 2015, net sales in the retail distribution segment accounted for approximately 57.5% of total net sales, as compared to approximately 56.3% of total net sales in the same period of 2014.

        In the first three months of 2015 and 2014, net sales in our retail distribution segment in the United States and Canada comprised 78.6% and 77.8%, respectively, of our total net sales in this segment. In U.S. dollars, retail net sales in the United States and Canada increased by 1.6% to U.S. $1,123.6 million in the first quarter of 2015 from U.S. $1,106.1 million in the same period of 2014. During the first three months of 2015, net sales in the retail distribution segment in the rest of the world (excluding the United States and Canada) comprised 21.4% of our total net sales in the retail distribution segment and increased by 18.3% to Euro 272.2 million in the first three months of 2015 from Euro 230.1 million, or 22.2% of our total net sales in the retail distribution segment, in the same period of 2014, mainly due to positive currency fluctuations.

        In the first three months of 2015, net sales to third parties in our manufacturing and wholesale distribution segment in Europe were Euro 375.4 million, comprising 39.9% of our total net sales in this segment, compared to Euro 352.8 million, or 43.9% of total net sales in this segment in the same period of 2014, increasing by Euro 22.6 million or 6.4% in 2014 as compared to the same period of 2014. Net sales to third parties in our manufacturing and wholesale distribution segment in the United States and Canada were U.S. $309.9 million and comprised 29.3% of our total net sales in this segment in the first three

   


(7)
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 in the same geographic area, and applies to both periods the average exchange rate for the prior period.
(8)
For a further discussion of adjusted net sales, see page 10—"Non-IFRS Measures."

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months of 2015, compared to U.S. $285.8 million, or 25.9% of total net sales in this segment, in the same period of 2014. The increase in net sales in the United States and Canada was primarily due to a general increase in consumer demand. In the first three months of 2015, net sales to third parties in our manufacturing and wholesale distribution segment in the rest of the world were Euro 289.3 million, comprising 30.8% of our total net sales in this segment, compared to Euro 243.1 million, or 30.2% of our net sales in this segment, in the same period of 2014, with an increase of Euro 46.2 million, or 19.0%, as of March 31, 2015 as compared to the same period of 2014.

        Cost of Sales.    Cost of sales increased by Euro 63.7 million, or 9.6%, to Euro 727.9 million in the first three months of 2015 from Euro 664.1 million in the same period of 2014. As a percentage of net sales, cost of sales was 32.9% and 36.0% in the first three months of 2015 and 2014, respectively, with the percentage year-over-year change primarily driven by production efficiencies. In the first three months of 2015, the average number of frames produced daily in our facilities increased to approximately 337,000 as compared to approximately 290,900 in the same period of 2014. Adjusted cost of sales(9) of the retail distribution segment in the first three months of 2015, which include the EyeMed adjustment equal to Euro 42.0 million, was Euro 769.9 million.

        Please find the reconciliation between adjusted cost of sales(9) and cost of sales in the following table:

   
(Amounts in millions of Euro)
  March 31,
2015

  March 31,
2014

 
   

Cost of sales

    727.9     664.1  

> Eyemed Adjustment

    42.0      

Adjusted cost of sales

    769.9     664.1  

        Gross Profit.    Our gross profit increased by Euro 303.8 million, or 25.8%, to Euro 1,482.0 million in the first three months of 2015 from Euro 1,178.2 million in the same period of 2014. As a percentage of net sales, gross profit increased to 67.1% in the first three months of 2015 from 64.0% in the same period of 2014.

        Operating Expenses.    Total operating expenses increased by Euro 215.7 million, or 23.8%, to Euro 1,123.6 million in the first three months of 2015 from Euro 908.0 million in the same period of 2014. As a percentage of net sales, operating expenses increased to 50.8% in the first three months of 2015 from 49.3% in the same period of 2014.

        Selling and advertising expenses (including royalty expenses) increased by Euro 171.6 million, or 24.8%, to Euro 863.8 million in the first three months of 2015 from Euro 692.2 million in the same period of 2014. Selling expenses increased by Euro 136.3 million, or 24.9%. Advertising expenses increased by Euro 27.4 million, or 25.3%. As a percentage of net sales, selling and advertising expenses were 39.1% and 37.6% in the first quarter of 2015 and 2014, respectively. Royalties increased by Euro 7.9 million, or 22.0%. This increase is mainly due to the strengthening of certain currencies in which the Group operates.

        General and administrative expenses, including intangible asset amortization, increased by Euro 44.1 million, or 20.4%, to Euro 259.9 million in the first three months of 2015, as compared to Euro 215.8 million in the same period of 2014. As a percentage of net sales, general and administrative expenses were 11.8% in the first three months of 2015 compared to 11.7% in the same period of 2014.

        Income from Operations.    For the reasons described above, income from operations increased by Euro 88.1 million to Euro 358.3 million in the first three months of 2015 from Euro 270.2 million in the same period of 2014. As a percentage of net sales, income from operations increased to 16.2% in 2015 from 14.7% in 2014.

   


(9)
For a further discussion of adjusted cost of sales, see page 10—"Non-IFRS Measures."

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        Other Income (Expense)—Net.    Other income (expense)—net was Euro (25.6) million in the first three months of 2015 as compared to Euro (21.9) million in the same period of 2014. Net interest expense was Euro 27.1 million in the first three months of 2015 as compared to Euro 23.2 million in the same period of 2014. The increase was mainly due to the strengthening of the U.S. dollar against the Euro and the repayment of Euro 500 million of bonds on February 27, 2015.

        Net Income.    Income before taxes increased by Euro 84.3 million, or 33.9%, to Euro 332.7 million in the first three months of 2015 from Euro 248.4 million in the same period of 2014. As a percentage of net sales, income before taxes increased to 15.1% in 2015, from 13.5% in 2014.

        Our effective tax rate was 36.3% and 36.0% in the first quarter of 2015 and 2014, respectively.

        Net income attributable to non-controlling interests was equal to Euro 1.6 million and Euro 1.7 million, in the first quarter of 2015 and 2014, respectively.

        Net income attributable to Luxottica Group stockholders increased by Euro 53.1 million, or 33.7%, to Euro 210.4 million in the first three months of 2015 from Euro 157.3 million in the same period of 2014. Net income attributable to Luxottica Group stockholders as a percentage of net sales increased to 9.5% in the first three months of 2015 from 8.5% in 2014.

        Basic earnings per share was Euro 0.44 in the first three months of 2015 and Euro 0.33 in the same period of 2014.

OUR CASH FLOWS

        The following table sets forth certain items included in our statements of consolidated cash flows included in Item 2 of this report for the periods indicated.

   
(Amounts in thousands of Euro)
  As of
March 31,
2015

  As of
March 31,
2014

 
   

A)

 

Cash and cash equivalents at the beginning of the period

    1,453,587     617,995  

B)

 

Net cash provided by operating activities

    105,747     127,432  

C)

 

Cash provided/(used) in investing activities

    (92,307 )   (110,584 )

D)

 

Cash provided/(used) in financing activities

    (37,621 )   514,435  

E)

 

Effect of exchange rate changes on cash and cash equivalents

    66,725     114  

F)

 

Net change in cash and cash equivalents

    42,544     531,397  

G)

 

Cash and cash equivalents at the end of the period

    1,496,130     1,149,393  

        Operating Activities.    The Company's net cash provided by operating activities in the first three months of 2015 and 2014 was Euro 105.7 million and Euro 127.4 million, respectively.

        Depreciation and amortization were Euro 111.6 million in the first three months of 2015 as compared to Euro 89.6 million in the same period of 2014.

        The change in accounts receivable was Euro (205.6) million in the first three months of 2015 as compared to Euro (160.7) million in the same period of 2014. This change in the first quarter of 2015 as compared to 2014 was primarily due to the higher volume of sales which was partially offset by an improvement in collections. The change in Cash (used)/generated in inventory was Euro (45.8) million in the first three months of 2015 as compared to Euro 21.6 million in the first three months of 2014 is mainly due to the inaugural launch of the Michael Kors collection. The change in Cash used in accounts payable was Euro (8.7) million in the first three months of 2015 as compared to Euro (62.8) million in the same period of 2014. The change as compared to the previous year was primarily due to the continuous

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improvement in payment terms and conditions. The change in Cash (used)/generated in other assets and liabilities was Euro (30.3) and Euro 1.9 million in the first three months of 2015 and 2014, respectively. The change in the first quarter of 2015 as compared to the same period of 2014 was primarily due to the payment of salaries to store personnel in the retail division in North America. Income taxes paid in the first three months of 2015 were Euro (45.7) million as compared to Euro (15.1) million in the same period of 2014. The increase in income taxes paid in the first quarter of 2015 was due to the payment of Euro 29.0 million related to the tax audit of Luxottica S.r.l. by Italian authorities for the 2008 tax year. Interest paid was Euro (51.3) million as compared to Euro (34.3) million in the first three months of 2015 and 2014, respectively. The increase is mainly due to interest accruing on bonds that were issued by the Group during the first half of 2014 with a payment being made with respect to these securities for the first time in the first quarter of 2015.

        Investing Activities.    The Company's net cash used in investing activities was Euro (92.3)  million and Euro (110.6) million in the first three months of 2015 and 2014, respectively. The primary investment activities in the first three months of 2015 were related to (i) the acquisition of tangible assets for Euro (56.1) million and (ii) the acquisition of intangible assets for Euro (36.2) million. The primary investment activities in the first three months of 2014 were related to (i) the acquisition of tangible assets for Euro (50.2) million, (ii) the acquisition of intangible assets for Euro (31.0) million and (iii) Euro (29.3) million related to the acquisition of glasses.com.

        Financing Activities.    The Company's net cash provided by/(used in) financing activities was Euro (37.6) million and Euro 514.4 million in the first three months of 2015 and 2014, respectively. Cash provided by financing activities in the first quarter of 2015 consisted primarily of (i) Euro (20.8) million related to the payment of existing debt, (ii) Euro (27.0) million used to reduce financial liabilities and (iii) Euro 8.3 million related to the exercise of stock options. Cash generated in the first three months of 2014 are due to (i) Euro 500.0 million related to the issuance of new bonds, (ii) increase of financial liabilities for Euro 21.1 million and (iii) Euro 6.2 million related to the exercise of stock options.

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OUR CONSOLIDATED STATEMENT OF FINANCIAL POSITION

   
ASSETS
(Amounts in thousands of Euro)
  March 31, 2015
  December 31, 2014
 
   

CURRENT ASSETS:

             

Cash and cash equivalents

    1,496,130     1,453,587  

Accounts receivable—net

    999,432     754,306  

Inventories—net

    809,426     728,404  

Other assets

    249,786     231,397  

Total current assets

    3,554,774     3,167,695  

NON-CURRENT ASSETS:

   
 
   
 
 

Property, plant and equipment—net

    1,411,039     1,317,617  

Goodwill

    3,651,548     3,351,263  

Intangible assets—net

    1,512,773     1,384,501  

Investments

    63,272     61,176  

Other assets

    121,900     123,848  

Deferred tax assets

    197,972     188,199  

Total non-current assets

    6,958,505     6,426,603  

TOTAL ASSETS

    10,513,279     9,594,297  

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY
  March 31, 2015
  December 31, 2014
 
   

CURRENT LIABILITIES:

             

Short term borrowings

    132,714     151,303  

Current portion of long-term debt

    643,414     626,788  

Accounts payable

    777,778     744,272  

Income taxes payable

    136,182     42,603  

Short term provisions for risks and other charges

    180,539     187,719  

Other liabilities

    685,733     636,055  

Total current liabilities

    2,556,360     2,388,740  

NON-CURRENT LIABILITIES:

   
 
   
 
 

Long-term debt

    1,724,787     1,688,415  

Employee benefits

    159,457     138,475  

Deferred tax liabilities

    279,695     266,896  

Long term provisions for risks and other charges

    103,550     99,223  

Other liabilities

    95,232     83,770  

Total non-current liabilities

    2,362,721     2,276,778  

STOCKHOLDERS' EQUITY:

   
 
   
 
 

Luxottica Group stockholders' equity

    5,585,337     4,921,479  

Non-controlling interests

    8,860     7,300  

Total stockholders' equity

    5,594,198     4,928,779  

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

    10,513,279     9,594,297  

 

 

        As of March 31, 2015, total assets increased by Euro 919.0 million to Euro 10,513.3 million, compared to Euro 9,594.3 million as of December 31, 2014.

        In the first three months of 2015, non-current assets increased by Euro 531.9 million, due to an increase in intangible assets (including goodwill) of Euro 428.6 million, an increase in property, plant and equipment of Euro 93.4 million and an increase in deferred tax assets of Euro 9.8 million.

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        The increase in intangible assets was due to the positive effects of foreign currency fluctuations of Euro 435.2 million and to the additions in the period of Euro 37.9 million which were partially offset by amortization in the period of Euro 46.2 million.

        The increase in property, plant and equipment was due to the positive currency fluctuation effects of Euro 107.5 million as of March 31, 2015 compared to December 31, 2014 and partially offset by depreciation in the period of Euro 65.4 million.

        As of March 31, 2015 as compared to December 31, 2014:

        Our net financial position as of March 31, 2015 and December 31, 2014 was as follows:

   
(Amounts in thousands of Euro)
  March 31,
2015

  December 31,
2014

 
   

Cash and cash equivalents

    1,496,130     1,453,587  

Bank overdrafts

    (132,714 )   (151,303 )

Current portion of long-term debt

    (643,414 )   (626,788 )

Long-term debt

    (1,724,787 )   (1,688,415 )

Total net debt

    (1,004,785 )   (1,012,918 )
   

        Bank overdrafts consist of the utilized portion of short-term uncommitted revolving credit lines borrowed by various subsidiaries of the Group; the interest rate applied to these credit lines depends on the currency and is usually floating.

        As of March 31, 2015, Luxottica together with our wholly-owned Italian subsidiaries, had credit lines aggregating of Euro 225.3 million. The interest rate is a floating rate of EURIBOR plus a margin on average of approximately 90 basis points. At March 31, 2015, Euro 5.4 million was utilized under these credit lines.

        As of March 31, 2015, our wholly-owned subsidiary Luxottica U.S. Holdings Corp. maintained unsecured lines of credit with an aggregate maximum availability of Euro 115.4 million (USD 130.0 million converted at applicable exchange rate for the period ended March 31, 2015). The interest is at a floating rate of approximately LIBOR plus 50 basis points. At March 31, 2015, Euro 5.4 million was utilized under these credit lines and there was Euro 32.2 million in aggregate face amount of standby letters of credit outstanding related to guarantees on these lines of credit.

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4.     RELATED PARTY TRANSACTIONS

        Our related party transactions are neither atypical nor unusual and occur in the ordinary course of our business. Management believes that these transactions are fair to the Company. These transactions are managed as arms-length market transactions. For further details regarding related party transactions, please refer to Note 28 of the Notes to the Consolidated Financial Statements as of March 31, 2015.

        On January 26, 2013, the Company elected to avail itself of the options provided by Article 70, Section 8, and Article 71, Section 1- bis, of CONSOB Issuers' Regulations and, consequently, will no longer comply with the obligation to make available to the public an information memorandum in connection with transactions involving significant mergers, spin-offs, increases in capital through contributions in kind, acquisitions and disposals.

5.     SUBSEQUENT EVENTS

        For a description of significant events after March 31, 2015, please refer to Note 32 of the Notes to the Consolidated Financial Statements as of March 31, 2015.

6.     2015 OUTLOOK

        The financial results reported for the first three months of 2015 lead management to an optimistic outlook for the full fiscal year primarily driven by the strong performance of the Group's brand portfolio.

NON-IFRS MEASURES

Adjusted measures

        In this Management Report we refer to certain performance measures that are not in accordance with IFRS. Such non-IFRS measures are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS results to assist the reader in better understanding our operational performance.

        Such measures are not defined terms under IFRS and their definitions should be carefully reviewed and understood by investors. Such non-IFRS measures are explained in detail and reconciled to their most comparable IFRS measures below.

        In order to provide a supplemental comparison of current period results of operations to prior periods, we have adjusted for certain non-recurring transactions or events.

        In the first quarter of 2015, we made adjustments to the following measures: net sales and cost of sales. We adjusted the above items for the modification of the EyeMed reinsurance agreement referenced above with an impact for the three-month period ended March 31, 2015 equal to Euro 42.0 million (the "EyeMed Adjustment").

        The adjusted measures referenced above are not measures of performance in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board and endorsed by the European Union. The Group believes that these adjusted measures are useful to both management and investors in evaluating the Group's operating performance compared with that of other companies in its industry in order to provide a supplemental view of operations that exclude items that are unusual, infrequent or unrelated to our ongoing operations.

        Non-IFRS measures such as EBITDA, EBITDA margin, free cash flow and the ratio of net debt to EBITDA are included in this Management Report in order to:

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        See the tables below for a reconciliation of the adjusted measures discussed above to their most directly comparable IFRS financial measures. For a reconciliation of EBITDA to its most directly comparable IFRS measure, see the pages following the tables below (Amounts in millions of Euros):

   
 
  1Q2015  
Luxottica Group
  Net
sales

  Cost of
Sales

  EBITDA
  Operating
Income

  Net
Income

  Base
EPS

 
   

Reported

    2,209.9     (727.9 )   469.9     358.3     210.4     0.44  

> EyeMed Adjustment

    42.0     (42.0 )                

Adjusted

    2,251.9     (769.9 )   469.9     358.3     210.4     0.44  

 

 

EBITDA and EBITDA margin

        EBITDA represents net income attributable to Luxottica Group stockholders, before non-controlling interests, provision for income taxes, other income/expense, depreciation and amortization. EBITDA margin means EBITDA divided by net sales. We believe that EBITDA is useful to both management and investors in evaluating our operating performance compared to that of other companies in our industry. Our calculation of EBITDA allows us to compare our operating results with those of other companies without giving effect to financing, income taxes and the accounting effects of capital spending, which items may vary for different companies for reasons unrelated to the overall operating performance of a company's business.

        EBITDA and EBITDA margin are not meant to be considered in isolation or as a substitute for items appearing in our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS results to assist the reader in better understanding the operational performance of the Group. For additional information on the Group's non-IFRS measures used in this report, see "NON-IFRS MEASURES—Adjusted Measures" set forth above.

        Investors should be aware that our method of calculating EBITDA may differ from methods used by other companies. We recognize that the usefulness of EBITDA has certain limitations, including:

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        We compensate for the foregoing limitations by using EBITDA as a comparative tool, together with IFRS measurements, to assist in the evaluation of our operating performance and leverage. The following table provides a reconciliation of EBITDA to net income, which is the most directly comparable IFRS financial measure, as well as the calculation of EBITDA margin on net sales:

Non-IFRS Measure: EBITDA and EBITDA margin

   
Millions of Euro
  1Q 2014
  1Q 2015
  FY 2014
  LTM
March 31,
2015

 
   

Net income/(loss)

    157.3     210.4     642.6     695.7  

(+)

                         

Net income attributable to non-controlling interest

   
1.7
   
1.6
   
3.4
   
3.4
 

(+)

                         

Provision for income taxes

   
89.4
   
120.7
   
414.1
   
445.3
 

(+)

                         

Other (income)/expense

   
21.9
   
25.6
   
97.5
   
101.3
 

(+)

                         

Depreciation and amortization

   
89.6
   
111.6
   
384.0
   
406.0
 

(+)

                         

EBITDA

   
359.9
   
469.9
   
1,541.6
   
1,651.7
 

(=)

                         

Net sales

   
1,842.3
   
2,209.9
   
7,652.3
   
8,019.8
 

(/)

                         

EBITDA margin

   
19.5

%
 
21.3

%
 
20.1

%
 
20.6

%

(=)

                         
   

Non-IFRS Measure: Adjusted EBITDA and Adjusted EBITDA margin

   
Millions of Euro
  1Q 2014
  1Q 2015(1)
  FY 2014(1,2,3)
  LTM
March 31,
2015(1,2,3)

 
   

Adjusted net income/(loss)

    157.3     210.4     687.4     740.5  

(+)

                         

Net income attributable to non-controlling interest

   
1.7
   
1.6
   
3.4
   
3.4
 

(+)

                         

Adjusted provision for income taxes

   
89.4
   
120.7
   
389.2
   
420.5
 

(+)

                         

Other (income)/expense

   
21.9
   
25.6
   
97.5
   
101.3
 

(+)

                         

Depreciation and amortization

   
89.6
   
111.6
   
384.0
   
406.0
 

(+)

                         

Adjusted EBITDA

   
359.9
   
469.9
   
1,561.6
   
1,671.7
 

(=)

                         

Net sales

   
1,842.3
   
2,251.9
   
7,698.9
   
8,108.4
 

(/)

                         

Adjusted EBITDA margin

   
19.5

%
 
20.9

%
 
20.3

%
 
20.6

%

(=)

                         
   

The adjusted figures:

(1)
include the EyeMed Adjustment. Starting from July 1, 2014 following the modification of an EyeMed reinsurance agreement with an existing underwriter, the Group assumes less reinsurance revenues and less claims expense. The impact of the new

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(2)
exclude the accrual for the tax audit relating to Luxottica S.r.l. (fiscal years from 2008 to 2011) of approximately Euro 30.0 million; and

(3)
non-recurring costs of approximately Euro 20.0 million (Euro 14.5 million net of tax) related to the departure of Andrea Guerra and Enrico Cavatorta as Group's CEOs.

Free Cash Flow

        Free cash flow represents EBITDA, as defined above, plus or minus the decrease/(increase) in working capital over the period, less capital expenditures, plus or minus interest income/(expense) and extraordinary items, minus taxes paid. Our calculation of free cash flow provides a clearer picture of our ability to generate net cash from operations, which is used for mandatory debt service requirements, to fund discretionary investments, pay dividends or pursue other strategic opportunities. For additional information on Group's non-IFRS measures used in this report, see "NON-IFRS MEASURES—Adjusted Measures" set forth above.

        Free cash flow is not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, this non-IFRS measure should be used as a supplement to IFRS results to assist the reader in better understanding the operational performance of the Group.

        The Group cautions that this measure is not a defined term under IFRS and its definition should be carefully reviewed and understood by investors.

        Investors should be aware that our method of calculation of free cash flow may differ from methods used by other companies. We recognize that the usefulness of free cash flow as an evaluative tool may have certain limitations, including:

        We compensate for the foregoing limitations by using free cash flow as one of several comparative tools, together with IFRS measurements, to assist in the evaluation of our operating performance.

        The following table provides a reconciliation of free cash flow to EBITDA and the table above provides a reconciliation of EBITDA to net income, which is the most directly comparable IFRS financial measure:

Non-IFRS Measure: Free cash flow

   
(Amounts in millions of Euro)
  1Q 2015
 
   

EBITDA(1)

    470  

D working capital

    (266 )

Capex

    (94 )

Operating cash flow

    110  

Financial charges(2)

    (27 )

Taxes

    (46 )

Other—net

    1  

Free cash flow

    38  
   
(1)
EBITDA is not an IFRS measure; please see table above for a reconciliation of EBITDA to net income.

(2)
Equals interest income minus interest expense.

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Net debt to EBITDA ratio

        Net debt represents the sum of bank overdrafts, the current portion of long-term debt and long-term debt, less cash. The ratio of net debt to EBITDA is a measure used by management to assess the Group's level of leverage, which affects our ability to refinance our debt as it matures and incur additional indebtedness to invest in new business opportunities. The ratio also allows management to assess the cost of existing debt since it affects the interest rates charged by the Company's lenders.

        EBITDA and the ratio of net debt to EBITDA are not meant to be considered in isolation or as a substitute for items appearing on our financial statements prepared in accordance with IFRS. Rather, these non-IFRS measures should be used as a supplement to IFRS results to assist the reader in better understanding the operational performance of the Group. For additional information on Group's non-IFRS measures used in this report, see "NON-IFRS MEASURES—Adjusted Measures" set forth above.

        The Group cautions that these measures are not defined terms under IFRS and their definitions should be carefully reviewed and understood by investors.

        Investors should be aware that Luxottica Group's method of calculating EBITDA and the ratio of net debt to EBITDA may differ from methods used by other companies.

        The Group recognizes that the usefulness of EBITDA and the ratio of net debt to EBITDA as evaluative tools may have certain limitations. The ratio of net debt to EBITDA is net of cash and cash equivalents, restricted cash and short-term investments, thereby reducing our debt position.

        Because we may not be able to use our cash to reduce our debt on a dollar-for-dollar basis, this measure may have material limitations. We compensate for the foregoing limitations by using EBITDA and the ratio of net debt to EBITDA as two of several comparative tools, together with IFRS measurements, to assist in the evaluation of our operating performance and leverage.

        See the table below for a reconciliation of net debt to long-term debt, which is the most directly comparable IFRS financial measure, as well as the calculation of the ratio of net debt to EBITDA. For a reconciliation of EBITDA to its most directly comparable IFRS measure, see the table on the earlier page.

Non-IFRS Measure: Net debt and Net debt/EBITDA

   
(Amounts in millions of Euro)
  March 31, 2015
  December 31, 2014
 
   

Long-term debt

    1,724.8     1,688.4  

(+)

             

Current portion of long-term debt

   
643.4
   
626.8
 

(+)

             

Bank overdrafts

   
132.7
   
151.3
 

(+)

             

Cash

   
(1,496.1

)
 
(1,453.6

)

(-)

             

Net debt

   
1,004.8
   
1,012.9
 

(=)

             

LTM EBITDA

   
1,651.7
   
1,541.6
 

Net debt/EBITDA

   
0.6

x
 
0.7

x

Net debt @ avg. exchange rates(1)

   
954.6
   
984.3
 

Net debt @ avg. exchange rates(1)/EBITDA

   
0.6

x
 
0.6

x
   
(1)
Net debt figures are calculated using the average exchange rates used to calculate the EBITDA figures.

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Non-IFRS Measure: Net debt and Net debt/Adjusted EBITDA

   
(Amounts in millions of Euro)
  March 31, 2015
  December 31, 2014(2)
 
   

Long-term debt

    1,724.8     1,688.4  

(+)

             

Current portion of long-term debt

   
643.4
   
626.8
 

(+)

             

Bank overdrafts

   
132.7
   
151.3
 

(+)

             

Cash

   
(1,496.1

)
 
(1,453.6

)

(-)

             

Net debt

   
1,004.8
   
1,012.9
 

(=)

             

LTM Adjusted EBITDA

   
1,671.7
   
1,561.6
 

Net debt/LTM Adjusted EBITDA

   
0.6

x
 
0.6

x

Net debt @ avg. exchange rates(1)

   
954.6
   
984.3
 

Net debt @ avg. exchange rates(1)/LTM EBITDA

   
0.6

x
 
0.6

x
   
(1)
Net debt figures are calculated using the average exchange rates used to calculate the EBITDA figures.

(2)
Adjusted figures exclude the non-recurring costs of approximately 20.0 million (Euro 14.5 million net of tax) related to the departure of Andrea Guerra and Enrico Cavatorta as Group's CEOs.

FORWARD-LOOKING INFORMATION

        Throughout this report, management has made certain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 which are considered prospective. These statements are made based on management's current expectations and beliefs and are identified by the use of forward-looking words and phrases such as "plans," "estimates," "believes" or "belief," "expects" or other similar words or phrases.

        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, our ability to manage the effect of the uncertain current global economic conditions on our business, our ability to successfully acquire new businesses and integrate their operations, our ability to predict future economic conditions and changes in consumer preferences, our ability to successfully introduce and market new products, our ability to maintain an efficient distribution network, our ability to achieve and manage growth, our ability to negotiate and maintain favorable license arrangements, the availability of correction alternatives to prescription eyeglasses, fluctuations in exchange rates, changes in local conditions, our ability to protect our proprietary rights, our ability to maintain our relationships with host stores, any failure of our information technology, inventory and other asset risk, credit risk on our accounts, insurance risks, changes in tax laws, as well as other political, economic, legal and technological factors and other risks and uncertainties described in our filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and we do not assume any obligation to update them.

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ITEM 2.    FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

   
(Amounts in thousands of Euro)
  Note reference
  March 31,
2015

  Of which related
parties (note 28)

  December 31,
2014

  Of which related
parties (note 28)

 
   

ASSETS

                               

CURRENT ASSETS:

                               

Cash and cash equivalents

    5     1,496,130         1,453,587      

Accounts receivable

    6     999,432     11,624     754,306     10,168  

Inventories

    7     809,426         728,404      

Other assets

    8     249,786     4,887     231,397     3,245  

Total current assets

          3,554,774     16,511     3,167,695     13,414  

NON-CURRENT ASSETS:

   
 
   
 
   
 
   
 
   
 
 

Property, plant and equipment

    9     1,411,039         1,317,617      

Goodwill

    10     3,651,548         3,351,263      

Intangible assets

    10     1,512,773         1,384,501      

Investments

    11     63,272     50,745     61,176     49,478  

Other assets

    12     121,900         123,848     809  

Deferred tax assets

    13     197,972         188,199      

Total non-current assets

          6,958,505     50,745     6,426,603     50,287  
   

TOTAL ASSETS

          10,513,279     67,256     9,594,297     63,701  
   

LIABILITIES AND STOCKHOLDERS' EQUITY

   
 
   
 
   
 
   
 
   
 
 

CURRENT LIABILITIES:

                               

Short-term borrowings

    14     132,714         151,303      

Current portion of long-term debt

    15     643,414         626,788      

Accounts payable

    16     777,778     19,058     744,272     19,978  

Income taxes payable

    17     136,182         42,603      

Short term provisions for risks and other charges

    18     180,539         187,719      

Other liabilities

    19     685,733     826     636,055     959  

Total current liabilities

          2,556,360     19,884     2,388,740     20,937  

NON-CURRENT LIABILITIES:

   
 
   
 
   
 
   
 
   
 
 

Long-term debt

    20     1,724,787         1,688,415      

Employee benefits

    21     159,457         138,475      

Deferred tax liabilities

    13     279,695         266,896      

Long term provisions for risks and other charges

    22     103,550         99,223      

Other liabilities

    23     95,232         83,770      

Total non-current liabilities

          2,362,721         2,276,778      

STOCKHOLDERS' EQUITY:

   
 
   
 
   
 
   
 
   
 
 

Capital stock

    24     28,923         28,900      

Legal reserve

    24     5,735         5,735      

Reserves

    24     5,404,505         4,318,124      

Treasury shares

    24     (64,210 )       (73,875 )    

Net income

    24     210,385         642,596      

Luxottica Group stockholders' equity

    24     5,585,337         4,921,479      

Non-controlling interests

    25     8,860         7,300      

Total stockholders' equity

          5,594,198         4,928,779      
   

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

          10,513,279     19,884     9,594,297     20,937  
   

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CONSOLIDATED STATEMENT OF INCOME

(Amounts in thousands of Euro)(1)
  Note
reference

  Three Months
ended
March 31,
2015

  Of which
related
parties
(note 28)

  Three Months
ended
March 31,
2014

  Of which
related
parties
(note 28)

 

Net sales

    26     2,209,850     5,807     1,842,334     4,241  

Cost of sales

    26     727,886     21,892     664,142     12,922  

Gross profit

          1,481,964     (16,085 )   1,178,192     (8,681 )

Selling

    26     683,935     22     547,667      

Royalties

    26     43,914     290     36,003     255  

Advertising

    26     135,938     30     108,504     24  

General and administrative

    26     259,860     1,022     215,804     221  

Total operating expenses

          1,123,646     1,364     907,978     500  

Income from operations

          358,318     (17,449 )   270,214     (9,182 )

Other income/(expense)

                               

Interest income

    26     2,999         2,831      

Interest expense

    26     (30,089 )       (26,029 )    

Other—net

    26     1,441     1     1,345     1  

Income before provision for income taxes

          332,669     (17,447 )   248,360     (9,180 )

Provision for income taxes

    26     (120,653 )       (89,382 )    

Net income

          212,016           158,978        

Of which attributable to:

                               

—Luxottica Group stockholders

          210,385         157,327      

—Non-controlling interests

          1,632         1,651      

NET INCOME

          212,016         158,978      

Weighted average number of shares outstanding:

                               

Basic

    29     478,328,834           473,699,357        

Diluted

    29     480,379,196           477,383,188        

EPS:

                               

Basic

    29     0.44           0.33        

Diluted

    29     0.44           0.33        
(1)
Except per share data

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Amounts in thousands of Euro)
  Three Months
ended
March 31,
2015

  Three Months
ended
March 31,
2014

 

Net income

    212,016     158,978  

Other comprehensive income:

   
 
   
 
 

Items that may be reclassified subsequently to profit or loss:

             

Currency translation differences

    428,428     16,158  

Total items that may be reclassified subsequently to profit or loss:

    428,428     16,158  

Items that will not be reclassified to profit or loss:

             

Actuarial gain on defined benefit plans—net of tax of Euro 6.8 million and Euro 11.8 million as of March 31, 2015 and March 31, 2014, respectively

    (5,637 )   (15,632 )

Total items that will not be reclassified to profit or loss

    (5,637 )   (15,632 )

Total other comprehensive income—net of tax

    422,791     526  

Total comprehensive income for the period

    634,807     159,505  

Attributable to:

             

—Luxottica Group stockholders' equity

    633,010     157,549  

—Non-controlling interests

    1,797     1,956  

Total comprehensive income for the period

    634,807     159,505  

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODS ENDED MARCH 31, 2015 AND 2014

   
 
  Capital stock    
   
   
   
   
   
   
   
 
 
   
  Additional
paid-in
capital

   
   
  Translation
of foreign
operations
and other

   
   
  Non-
controlling
interests

 
(Amounts in thousands of Euro,
except share data)

  Number of
shares

  Amount
  Legal
reserve

  Retained
earnings

  Stock options
reserve

  Treasury
shares

  Stockholders'
equity

 
   
 
  Note 24
  Note 25
 
   

Balance as of January 1, 2014

    477,560,673     28,653     5,711     412,063     3,958,076     268,833     (447,447 )   (83,060 )   4,142,828     7,107  

Total Comprehensive Income as of March 31, 2014

                    141,695         15,854         157,549     1,956  

Exercise of stock options

    4,322,476     259         5,895                     6,154      

Non-cash stock based compensation

                        10,631             10,631      

Excess tax benefit on stock options

                2,437                     2,437      

Granting of treasury shares to employees

                    (9,185 )           9,185          

Dividends

                                        (1,054 )

Balance as of March 31, 2014

    481,883,149     28,912     5,711     420,395     4,090,586     279,464     (431,593 )   (73,875 )   4,319,599     8,009  

Balance as of January 1, 2015

    481,671,583     28,900     5,735     484,865     4,230,560     300,659     (55,364 )   (73,875 )   4,921,479     7,300  

Total Comprehensive Income as of March 31, 2015

                    204,748         428,262         633,010     1,797  

Exercise of stock options

    391,250     23         8,265                     8,288      

Non-cash stock based compensation

                        15,333             15,333      

Excess tax benefit on stock options

                7,227                     7,227      

Granting of treasury shares to employees

                    (9,664 )           9,664          

Dividends

                                        (237 )

Balance as of March 31, 2015

    482,062,833     28,923     5,735     500,357     4,425,643     315,992     372,898     (64,210 )   5,585,337     8,860  
   

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CONSOLIDATED STATEMENT OF CASH FLOWS

(Amounts in thousands of Euro)
  Note reference
  March 31, 2015
  March 31, 2014
 

Income before provision for income taxes

          332,669     248,360  

Stock-based compensation

          15,333     10,631  

Depreciation and amortization

    9/10     111,608     89,637  

Net loss fixed assets and other

    9/10     4,168     2,021  

Financial charges

          30,089     26,029  

Other non-monetary items

          (716 )   76  

Changes in accounts receivable

          (205,577 )   (160,690 )

Changes in inventories

          (45,828 )   21,613  

Changes in accounts payable

          (8,655 )   (62,765 )

Changes in other assets/liabilities

          (30,310 )   1,864  

Total adjustments

          (129,888 )   (71,584 )

Cash provided by operating activities

          202,781     176,776  

Interest paid

          (51,313 )   (34,258 )

Tax paid

          (45,721 )   (15,086 )

Net cash provided by operating activities

          105,747     127,432  

Additions of Property, plant and equipment

    9     (56,138 )   (50,208 )

Purchases of businesses—net of cash acquired(*)

              (29,329 )

Additions to intangible assets

    10     (36,169 )   (31,047 )

Cash used in investing activities

          (92,307 )   (110,584 )
(*)
In the first three months of 2015 there have been no business acquisitions.

Purchases of businesses—net of cash acquired in the first three months of 2014 included the purchase of glasses.com for Euro (29.2) million.

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CONSOLIDATED STATEMENT OF CASH FLOWS

 
   
   
   
 
(Amounts in thousands of Euro)
  Note
reference

  March 31, 2015
  March 31, 2014
 

Long-term debt:

                   

—Proceeds

    20     2,178     495,276  

—Repayments

    20     (20,846 )   (7,072 )

Short-term debt:

                   

—Proceeds

          (27,004 )    

—Repayments

              21,132  

Exercise of stock options

    24     8,288     6,153  

Dividends

          (237 )   (1,054 )

Cash (used in)/provided financing activities

          (37,621 )   514,435  

Increase (decrease) in cash and cash equivalents

          (24,181 )   531,283  

Cash and cash equivalents, beginning of the period

          1,453,587     617,995  

Effect of exchange rate changes on cash and cash equivalents

          66,725     114  

Cash and cash equivalents, end of the period

          1,496,130     1,149,393  

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Table of Contents

Luxottica Group S.p.A.

Registered office at Piazzale Cadorna 3—20123 Milan
Share capital € 28,923,769.98
Authorized and issued

        


Notes to the
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2015

1. GENERAL INFORMATION

        Luxottica Group S.p.A. (hereinafter the "Company" or together with its consolidated subsidiaries, the "Group") is a company listed on Borsa Italiana and the New York Stock Exchange with its registered office located in Milan, Italy at Piazzale Luigi Cadorna 3, organized under the laws of the Republic of Italy.

        The Company is controlled by Delfin S.à r.l., a company subject to Luxembourg law. The chairman of the Board of Directors of the Company, Leonardo Del Vecchio, controls Delfin S.à r.l.

        In line with prior years, the retail division's fiscal year is a 52- or 53-week period ending on the Saturday nearest December 31. The use of a calendar fiscal year by the retail division would not have had a material impact on the consolidated financial statements. The Company's Board of Directors, at its meeting on May 4, 2015, approved the Group's interim condensed consolidated financial statements as of March 31, 2015 (hereinafter referred to as the "Financial Report") for publication.

        The financial statements included in this Financial Report are unaudited.

2. BASIS OF PREPARATION

        This Financial Report as of March 31, 2015 has been prepared in accordance with article 154-ter of the Legislative Decree No. 58 of February 24, 1998 and subsequent modifications and in accordance with the CONSOB Issuers Regulation in compliance with the International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and endorsed by the European Union in accordance with the regulation (CE) n. 1606/2002 of the European Parliament and of the Council dated July 19, 2002. Furthermore, this Financial Report has been prepared in accordance with International Accounting Standard ("IAS") 34—Interim Financial Reporting, and of the provisions which implement Article 9 of Legislative Decree no. 38/2005.

        IFRS are all the international accounting standards ("IAS") and all the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"), previously named the Standing Interpretation Committee ("SIC").

        This unaudited Financial Report as of March 31, 2015 should be read in connection with the consolidated financial statements as of December 31, 2014 which were prepared in accordance with IFRS, as endorsed by the European Union.

        In accordance with IAS 34, the Group has chosen to publish a set of condensed financial statements in its financial report as of March 31, 2015.

        The principles and standards used in the preparation of this unaudited Financial Report are consistent with those used in preparing the audited consolidated financial statements as of December 31, 2014 except as described in Note 3 "New Accounting Principles," and taxes on income which are accrued using the tax rate that would be applicable to projected total annual profit.

        This Financial Report has been prepared on a going concern basis. Management believes that there are no indicators that may cast significant doubt upon the Group's ability to continue as a going concern, in particular, over the next twelve months.

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Notes to the
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

2. BASIS OF PREPARATION (Continued)

        This Financial Report is composed of the Consolidated Statements of Financial Position, the Consolidated Statements of Income, the Consolidated Statements of Comprehensive Income, the Consolidated Statements of Changes in Equity, the Consolidated Statements of Cash Flows and Notes to the Condensed Consolidated Financial Statements as of March 31, 2015.

        The Group's reporting currency for the presentation of the Consolidated Financial Statements is the Euro. Unless otherwise specified, the figures in the statements and within these Notes to the Consolidated Financial Statements are expressed in thousands of Euro.

        The Group presents its Consolidated Statement of Income using the function of expense method. The Company presents current and non-current assets and current and non-current liabilities as separate classifications in its consolidated statements of financial position. This presentation of the Consolidated Statement of Income and of the Consolidated Statement of Financial Position is believed to provide the most relevant information. The Consolidated Statement of Cash Flows was prepared and presented utilizing the indirect method.

        The Financial Statements were prepared using the historical cost convention, with the exception of certain financial assets and liabilities for which measurement at fair value is required.

        The Group also applied CONSOB resolution n. 15519 dated July 27, 2006 and CONSOB communication n. 6064293 dated July 28, 2006.

        The preparation of this report required management to use estimates and assumptions that affected the reported amounts of revenue, costs, assets and liabilities, as well as disclosures relating to contingent assets and liabilities at the reporting date. Results published on the basis of such estimates and assumptions could vary from actual results that may be realized in the future.

        These measurement processes and, in particular, those that are more complex, such as the calculation of impairment losses on non-current assets, and the actuarial calculations necessary to calculate certain employee benefits liabilities, are generally carried out only when the audited consolidated financial statements for the fiscal year are prepared, unless there are indicators which require updates to estimates.

3. NEW ACCOUNTING PRINCIPLES

        There are no new accounting principles issued or modified during the first three months of 2015. For the new accounting principles applicable starting from January 1, 2015, please refer to Note 2 of the Notes to the Audited Consolidated Financial Statements as of December 31, 2014.

4. SEGMENT INFORMATION

        In accordance with IFRS 8—Operating segments, the Group operates in two industry segments: (1) Manufacturing and Wholesale Distribution (Wholesale), and (2) Retail Distribution (Retail).

        The criteria applied to identify the reporting segments are consistent with the way the Group is managed. In particular, the disclosures are consistent with the information periodically analyzed by the Group's Chief Executive Officers, in their role as Chief Operating Decision Makers, to make decisions about resources to be allocated to the segments and assess their performance.

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Notes to the
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

4. SEGMENT INFORMATION (Continued)

        Total assets for each reporting segment are no longer disclosed as they are not regularly reported to the highest authority in the Group's decision-making process.

 
   
   
   
   
 
(Amounts in thousands of Euro)
  Manufacturing
and
Wholesale
Distribution

  Retail
Distribution

  Inter-segment
transactions
and
corporate
adjustments(c)

  Consolidated
 

Three months ended March 31, 2015

                         

Net sales(a)

    939,860     1,269,990         2,209,850  

Income from operations(b)

    235,524     171,627     (48,833 )   358,318  

Interest income

                2,999  

Interest expense

                (30,089 )

Other-net

                1,441  

Income before provision for income taxes

                332,669  

Provision for income taxes

                (120,653 )

Net income

                212,016  

Of which attributable to:

                         

Luxottica stockholders

                210,385  

Non-controlling interests

                1,632  

Capital expenditures

    33,195     60,852         94,047  

Depreciation and amortization

    35,604     55,005     20,999     111,608  

Three months ended March 31, 2014

                         

Net sales(a)

    804,615     1,037,719         1,842,334  

Income from operations(b)

    193,944     124,421     (48,151 )   270,214  

Interest income

                2,831  

Interest expense

                (26,029 )

Other-net

                1,345  

Income before provision for income taxes

                248,360  

Provision for income taxes

                (89,382 )

Net income

                158,978  

Of which attributable to:

                         

Luxottica stockholders

                157,327  

Non-controlling interests

                1,651  

Capital expenditures

    33,672     47,302         80,974  

Depreciation and amortization

    27,800     42,554     19,284     89,638  
(a)
Net sales of both the Manufacturing and Wholesale Distribution segment and the Retail Distribution segment include sales to third-party customers only.

(b)
Income from operations of the Manufacturing and Wholesale Distribution segment is related to net sales to third-party customers only, excluding the "manufacturing profit" generated on the inter-company sales to the Retail Distribution segment. Income from operations of the Retail Distribution segment is related to retail sales, considering the cost of goods acquired from the Manufacturing and Wholesale Distribution segment at manufacturing cost, thus including the relevant "manufacturing profit" attributable to those sales.

(c)
Inter-segment transactions and corporate adjustments include corporate costs not allocated to a specific segment and amortization of acquired intangible assets.

24


Table of Contents


Notes to the
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2015

INFORMATION ON THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CURRENT ASSETS

5. CASH AND CASH EQUIVALENTS

        Cash and cash equivalents are comprised of the following items (amounts in thousands of Euro):

 
   
   
 
(Amounts in thousands of Euro)
  As of
March 31,
2015

  As of
December 31,
2014

 

Cash at bank

    1,488,073     1,441,145  

Checks

    5,546     9,611  

Cash and cash equivalents on hand

    2,511     2,831  

Total

    1,496,130     1,453,587  

6. ACCOUNTS RECEIVABLE

        Accounts receivable consist exclusively of trade receivables and are recognized net of allowances to adjust their carrying amount to the estimated realizable value. Accounts receivable are due within 12 months (amounts in thousands of Euro):

   
(Amounts in thousands of Euro)
  As of
March 31,
2015

  As of
December 31,
2014

 
   

Accounts receivable

    1,039,335     793,210  

Allowance for doubtful accounts

    (39,903 )   (38,904 )

Total accounts receivable

    999,432     754,306  
   

7. INVENTORIES

        Inventories are comprised of the following items:

   
(Amounts in thousands of Euro)
  As of
March 31,
2015

  As of
December 31,
2014

 
   

Raw materials

    199,967     186,593  

Work in process

    51,227     47,674  

Finished goods

    702,815     627,300  

Less: inventory obsolescence reserves

    (144,583 )   (133,163 )

Total

    809,426     728,404  
   

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Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

8. OTHER CURRENT ASSETS

        Other assets comprise the following items:

   
(Amounts in thousands of Euro)
  As of
March 31,
2015

  As of
December 31,
2014

 
   

Sales taxes receivable

    38,356     40,494  

Prepaid expenses

    1,599     1,915  

Other assets

    37,774     48,479  

Total financial assets

    77,729     90,888  

Income tax receivable

    34,599     50,356  

Advances to suppliers

    28,351     14,343  

Prepaid expenses

    80,762     44,771  

Other assets

    28,345     31,039  

Total other assets

    172,057     140,509  

Total other current assets

    249,786     231,397  
   

        Other financial assets include receivables from foreign currency derivatives amounting to Euro 0.3 million as of March 31, 2015 (Euro 1.0 million as of December 31, 2014) as well as other financial assets of the North America retail division totaling Euro 14.3 million as of March 31, 2015 (Euro 12.6 million as of December 31, 2014). The increase in prepaid expenses is mainly due to the application of IFRIC 21 to the exchange rate and to prepaid insurance and advertising costs which are higher in the initial months of the year.

        Other assets include the short-term portion of advance payments made to certain designers for future contracted minimum royalties totaling Euro 28.1 million as of March 31, 2015 (Euro 31.0 million as of December 31, 2014).

        The net book value of financial assets is approximately equal to their fair value and this value also corresponds to the maximum exposure of the credit risk. The Group has no guarantees or other instruments to manage credit risk.

26


Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

9. PROPERTY, PLANT AND EQUIPMENT

        Changes in items of property, plant and equipment are reported below:

   
(Amounts in thousands of Euro)
  Land and
buildings,
including
leasehold
improvements

  Machinery
and
equipment

  Aircraft
  Other
equipment

  Total
 
   

As of January 1, 2014

                               

Historical cost

    910,968     1,107,816     38,145     612,555     2,669,485  

Accumulated depreciation

    (454,957 )   (681,918 )   (11,894 )   (337,480 )   (1,486,249 )

Total as of January 1, 2014

    456,011     425,898     26,252     275,075     1,183,236  

Increases

    7,251     12,334         30,623     50,208  

Decreases/write-downs

    (288 )   (1,319 )       (413 )   (2,020 )

Business combinations

    4     4,100         488     4,592  

Translation difference and other

    1,180     10,418         (12,970 )   (1,372 )

Depreciation expense

    (14,686 )   (23,828 )   (385 )   (13,790 )   (52,688 )

Total balance as of March 31, 2014

    449,471     427,604     25,867     279,013     1,181,955  

Of which:

                               

Historical cost

    913,626     1,128,201     38,145     626,782     2,706,754  

Accumulated depreciation

    (464,155 )   (700,597 )   (12,278 )   (347,769 )   (1,524,799 )

Total as of March 31, 2014

    449,471     427,604     25,867     279,013     1,181,955  

 

 


   
(Amounts in thousands of Euro)
  Land and
buildings,
including
leasehold
improvements

  Machinery
and
equipment

  Aircraft
  Other
equipment

  Total
 
   

As of January 1, 2015

                               

Historical cost

    1,032,956     1,303,833     46,300     700,746     3,083,835  

Accumulated depreciation

    (536,643 )   (816,474 )   (13,047 )   (400,053 )   (1,766,218 )

Total as of January 1, 2015

    496,313     487,359     33,253     300,693     1,317,617  

Increases

    5,877     11,074         39,184     56,135  

Decreases/write-downs

    (3,154 )   (197 )       (865 )   (4,215 )

Business combinations

                     

Translation difference and other

    44,753     56,017         6,138     106,908  

Depreciation expense

    (17,474 )   (29,670 )   (485 )   (17,775 )   (65,405 )

Total balance as of March 31, 2015

    526,315     524,584     32,768     327,373     1,411,039  

Of which:

                               

Historical cost

    1,126,901     1,418,738     46,300     775,100     3,367,038  

Accumulated depreciation

    (600,586 )   (894,155 )   (13,532 )   (447,727 )   (1,955,998 )

Total as of March 31, 2015

    526,315     524,584     32,768     327,373     1,411,039  

 

 

27


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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

9. PROPERTY, PLANT AND EQUIPMENT (Continued)

        Of the total depreciation expense of Euro 65.4 million as of March 2015 (Euro 52.7 million in the same period of 2014), Euro 23.0 million (Euro 19.3 million in the same period of 2014) is included in cost of sales, Euro 32.5 million (Euro 26.2 million in the same period of 2014) in selling expenses, Euro 2.4 million (Euro 1.6 million in the same period of 2014) in advertising expenses and Euro 7.5 million (Euro 5.5 million in the same period of 2014) in general and administrative expenses.

        Capital expenditures in the first three months of 2015 and 2014 mainly relate to routine technology upgrades to the manufacturing infrastructure, opening of new stores and the remodeling of older stores where the leases were extended during the period.

        Other equipment includes Euro 75.6 million for assets under construction as of March 31, 2015 (Euro 62.6 million as of December 31, 2014).

        Leasehold improvements totaled Euro 181.4 million and Euro 169.2 million as of March 31, 2015 and December 31, 2014, respectively.

10. GOODWILL AND INTANGIBLE ASSETS

        Changes in goodwill and intangible assets as of December 31, 2014 and as of March 2015, were as follows:

   
(Amounts in thousands of Euro)
  Goodwill
  Trade names
and
trademarks

  Customer
relations,
contracts
and lists

  Franchise
agreements

  Other
  Total
 
   

As of January 1, 2014

                                     

Historical cost

    3,045,216     1,490,809     231,621     20,811     624,468     5,412,925  

Accumulated amortization

        (729,915 )   (93,148 )   (9,109 )   (274,400 )   (1,106,572 )

Total as of January 31, 2014

    3,045,216     760,894     138,473     11,702     350,068     4,306,353  

Increases

        6             30,917     30,923  

Decreases/write-downs

                    (43 )   (43 )

Business combinations

    12,720     876             8,733     22,329  

Translation difference and other

    5,854     3,246     642     4     (604 )   9,143  

Impairment and amortization expense

        (15,753 )   (3,390 )   (262 )   (17,543 )   (36,949 )

Balance as of March 31, 2014

    3,063,790     749,269     135,725     11,444     371,528     4,331,755  

Historical cost

    3,063,790     1,497,689     232,312     20,815     662,668     5,477,273  

Accumulated amortization

        (748,420 )   (96,588 )   (9,371 )   (291,140 )   (1,145,519 )

Total Balance as of March 31, 2014

    3,063,790     749,269     135,725     11,444     371,528     4,331,755  

 

 

28


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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

10. GOODWILL AND INTANGIBLE ASSETS (Continued)

   
(Amounts in thousands of Euro)
  Goodwill
  Trade names
and
trademarks

  Customer
relations,
contracts
and lists

  Franchise
agreements

  Other
  Total
 
   

As of January 1, 2015

                                     

Historical cost

    3,351,263     1,628,250     258,145     23,639     829,944     6,091,241  

Accumulated amortization

        (854,562 )   (118,507 )   (11,529 )   (370,880 )   (1,355,477 )

Total as of January 31, 2015

    3,351,263     773,688     139,638     12,110     459,064     4,735,764  

Increases

        8             37,911     37,920  

Decreases/write-downs

                    (41 )   (41 )

Business combinations/disposals

                         

Translation difference and other

    300,285     75,348     13,935     1,541     45,774     436,883  

Amortization expense

        (17,714 )   (3,829 )   (319 )   (24,342 )   (46,203 )

Balance as of March 31, 2015

    3,651,548     831,331     149,744     13,332     518,366     5,164,321  

Historical cost

    3,651,548     1,770,411     285,557     26,675     941,580     6,675,771  

Accumulated amortization

        (939,080 )   (135,813 )   (13,343 )   (423,214 )   (1,511,450 )

Total Balance as of March 31, 2015

    3,651,548     831,331     149,744     13,332     518,366     5,164,321  

 

 

        Of the total amortization expense of intangible assets as of March 2015 of Euro 46.2 million (Euro 36.9 million in the same period of 2014), Euro 40.3 million (Euro 33.2 million in the same period of 2014) is included in general and administrative expenses, Euro 4.3 million (Euro 2.7 million in the same period of 2014) is included in selling expenses and Euro 1.6 million (Euro 1.1 million in the same period of 2014) is included in cost of sales.

        The increase in intangible assets is mainly due to the implementation of a new IT infrastructure.

11. INVESTMENTS

        Investments amounted to Euro 63.3 million (Euro 61.2 million as of December 31, 2014) and mainly related to investments in Eyebiz Laboratories Pty Limited for Euro 6.4 million (Euro 5.4 million as of December 31, 2014) and in Salmoiraghi & Viganò of 42.6 million as of March 31, 2015 and December 31, 2014.

12. OTHER NON-CURRENT ASSETS

   
(Amounts in thousands of Euro)
  As of
March 31, 2015

  As of
December 31, 2014

 
   

Other financial assets

    86,540     83,739  

Other assets

    35,360     40,109  

Total other non-current assets

    121,900     123,848  

 

 

29


Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

12. OTHER NON-CURRENT ASSETS (Continued)

        Other financial assets primarily include security deposits totaling Euro 36.5 million (Euro 33.7 million as of December 31, 2014).

        The carrying value of financial assets approximates their fair value and this value also corresponds to the Group's maximum exposure to credit risk. The Group does not have guarantees or other instruments for managing credit risk.

        Other assets primarily include advance payments made to certain licensees for future contractual minimum royalties totaling Euro 35.4 million (Euro 40.1 million as of December 31, 2014).

13. DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

        The balance of deferred tax assets and liabilities as of March 31, 2015 and December 31, 2014 is as follows:

   
(Amounts in thousands of Euro)
  As of
March 31, 2015

  As of
December 31, 2014

 
   

Deferred tax assets

    197,972     188,199  

Deferred tax liabilities

    279,695     266,896  

Deferred tax liabilities (net)

    81,723     78,697  

 

 

        Deferred income tax assets are recognized for temporary differences between the tax base and the accounting base of inventory, material and immaterial assets, pension funds, tax losses that can be carried forward and of the risk fund. Deferred tax liabilities are recognized for the temporary difference between the tax base value and the accounting base of material and immaterial assets.

CURRENT LIABILITIES

14. SHORT-TERM BORROWINGS

        Short-term borrowings at March 31, 2015, reflects current account overdrafts with various banks as well as uncommitted short-term lines of credit with different financial institutions. The interest rates on these credit lines are floating. The credit lines may be used, if necessary, to obtain letters of credit.

        As of March 31, 2015 and as of December, 31 2014, the Company had unused short-term lines of credit of approximately Euro 622.6 million and Euro 598.1 million, respectively.

        The Company and its wholly-owned Italian subsidiaries Luxottica S.r.l. and Luxottica Italia S.r.l. maintain unsecured lines of credit with primary banks for an aggregate maximum credit of Euro 225.3 million. These lines of credit are renewable annually, can be cancelled at short notice and have no commitment fees. At March 31, 2015, these credit lines were utilized in the amount of Euro 5.4 million.

        Luxottica U.S. Holdings Corp. ("U.S. Holdings") maintains unsecured lines of credit with three separate banks for an aggregate maximum credit of Euro 115.4 million (USD 130.0 million). These lines of credit are renewable annually, can be cancelled at short notice and have no commitment fees.

30


Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

14. SHORT-TERM BORROWINGS (Continued)

        At March 31, 2015 Euro 5.7 million was utilized under these credit lines. There was Euro 32.2 million in aggregate face amount of standby letters of credit outstanding related to guarantees on these lines of credit.

        The blended average interest rate on these lines of credit is approximately LIBOR plus a spread that may range from 0% to 0.20%, depending on the line of credit.

        The book value of short-term borrowings is approximately equal to their fair value.

15. CURRENT PORTION OF LONG-TERM DEBT

        This item consists of the current portion of loans granted to the Group as further described below in Note 20 "Long-term debt."

16. ACCOUNTS PAYABLE

        Accounts payable were Euro 777.8 million as of March 31, 2015 (Euro 744.3 million as of December 31, 2014).

        The carrying value of accounts payable is approximately equal to their fair value.

17. INCOME TAXES PAYABLE

        The balance is detailed below:

   
(Amounts in thousands of Euro)
  As of
March 31, 2015

  As of
December 31, 2014

 
   

Current year income taxes payable

    173,281     77,806  

Income tax advance payments

    (37,099 )   (35,203 )

Total

    136,182     42,603  

18. SHORT-TERM PROVISIONS FOR RISKS AND OTHER CHARGES

        The balance is detailed below:

   
(Amounts in thousands of Euro)
  Legal
risk

  Self-insurance
  Tax
provision

  Other
risks

  Returns
  Total
 
   

Balance as of December 31, 2013

    997     5,535     63,928     14,772     38,455     123,688  

Increases

        3,868         6,863     13,223     23,955  

Decreases

    (58 )   (3,790 )   (26 )   (2,898 )   (8,328 )   (15,101 )

Foreign translation difference and other movements

    (104 )   5     37     (1 )   (14 )   (77 )

Balance as of March 31, 2014

    835     5,619     63,939     18,736     43,336     132,465  

31


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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

18. SHORT-TERM PROVISIONS FOR RISKS AND OTHER CHARGES (Continued)

   
(Amounts in thousands of Euro)
  Legal
risk

  Self-insurance
  Tax
provision

  Other
risks

  Returns
  Total
 
   

Balance as of December 31, 2014

    1,911     6,375     104,076     28,225     47,132     187,719  

Increases

    67     4,766     832     10,929     24,819     41,411  

Decreases

        (4,489 )   (29,029 )   (9,817 )   (9,917 )   (53,251 )

Foreign translation difference and other movements

    297     831     871     410     2,251     4,661  

Balance as of March 31, 2015

    2,275     7,482     76,750     29,746     64,285     180,539  

        The Company is self-insured for certain losses relating to workers' compensation, general liability, auto liability and employee medical benefits for claims filed and for claims incurred but not reported. The Company's liability is estimated using historical claims experience and industry averages; however, the final cost of the claims may not be known for over five years.

        Legal risk includes provisions for various litigated matters that have occurred in the ordinary course of business.

        The tax provision mainly comprises the accruals made in previous years related to a tax audit on Luxottica S.r.l. for fiscal years from 2008 to 2011. The decrease in 2015 is related to the payment of Euro 29.0 million for the 2008 tax year audit.

19. OTHER LIABILITIES

        The balance is detailed below:

   
(Amounts in thousands of Euro)
  As of
March 31, 2015

  As of
December 31, 2014

 
   

Premiums and discounts

    10,471     9,989  

Leasing rental

    22,762     19,405  

Insurance

    11,773     10,147  

Sales taxes payable

    53,067     40,237  

Salaries payable

    230,535     291,175  

Due to social security authorities

    27,981     41,106  

Sales commissions payable

    8,300     7,079  

Royalties Payable

    1,911     2,298  

Derivative financial liabilities

    6,587     4,376  

Other liabilities

    251,570     151,526  

Total financial liabilities

    624,957     577,338  

Deferred income

    53,010     52,722  

Other liabilities

    6,765     5,995  

Total liabilities

    60,776     58,717  

Total other current liabilities

    685,733     636,055  

32


Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

20. LONG-TERM DEBT

        Long-term debt was Euro 2,368.2 million and Euro 2,315.2 million as of March 31, 2015 and December 31, 2014, respectively.

        The roll-forward of long-term debt in the first three months of 2015 and 2014 is as follows:

   
 
  Luxottica
Group S.p.A.
credit
agreement
with various
financial
institutions

  Senior
unsecured
guaranteed
notes

  Other loans
with banks
and other
third parties,
interest at
various rates,
payable in
installments
through 2014

  Total
 
   

Balance as of January 1, 2014

    298,478     1,683,970     52,061     2,034,510  

Proceeds from new and existing loans

        494,655     621     495,276  

Repayments

            (7,072 )   (7,072 )

Loans assumed in business combinations

                 

Amortization of fees and interests

    408     (9,295 )       (8,887 )

Translation difference

        138     (538 )   (400 )

Balance as of March 31, 2014

    298,886     2,169,468     45,072     2,513,426  


   
 
  Luxottica
Group S.p.A.
credit
agreement
with various
financial
institutions

  Senior
unsecured
guaranteed
notes

  Other loans
with banks
and other
third parties,
interest at
various rates,
payable in
installments
through 2014

  Total
 
   

Balance as of January 1, 2015

        2,271,171     44,032     2,315,203  

Proceeds from new and existing loans

            7,161     7,161  

Repayments

            (20,846 )   (20,846 )

Loans assumed in business combinations

                 

Amortization of fees and interests

        (21,390 )       (21,390 )

Translation difference

          83,665     4,408     88,073  

Balance as of March 31, 2015

        2,333,446     34,756     2,368,201  

        The Group uses debt financing to raise financial resources for long-term business operations and to finance acquisitions. The Group continues to seek debt refinancing at favorable market rates and actively monitors the debt capital markets in order to take action to issue debt, when appropriate. Our debt agreements contain certain covenants, including covenants that limit our ability to incur additional indebtedness (for more details see Note 3(f)—Default risk: negative pledges and financial covenants of the Notes to the Audited Consolidated Financial Statements as of December 31, 2014). As of March 31, 2015, the Group was in compliance with these financial covenants.

33


Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

20. LONG-TERM DEBT (Continued)

        The table below summarizes the Group's long-term debt as of March 31, 2015:

 
Type
  Series
  Issuer/Borrower
  Issue Date
  CCY
  Amount
  Outstanding
amount at
the reporting
date

  Coupon /
Pricing

  Interest rate as
of December 31,
2014

  Maturity
 

Private Placement

  B   Luxottica US Holdings   July 1, 2008   USD     127,000,000     127,000,000     6.420 %   6.420 % July 1, 2015

Bond (Listed on Luxembourg Stock Exchange)

      Luxottica Group S.p.A.   November 10, 2010   EUR     500,000,000     500,000,000     4.000 %   4.000 % November 10, 2015

Private Placement

  D   Luxottica US Holdings   January 29, 2010   USD     50,000,000     50,000,000     5.190 %   5.190 % January 29, 2017

Private Placement

  G   Luxottica Group S.p.A.   September 30, 2010   EUR     50,000,000     50,000,000     3.750 %   3.750 % September 15, 2017

Private Placement

  C   Luxottica US Holdings   July 1, 2008   USD     128,000,000     128,000,000     6.770 %   6.770 % July 1, 2018

Private Placement

  F   Luxottica US Holdings   January 29, 2010   USD     75,000,000     75,000,000     5.390 %   5.390 % January 29, 2019

Bond (Listed on Luxembourg Stock Exchange)

      Luxottica Group S.p.A.   March 19, 2012   EUR     500,000,000     500,000,000     3.625 %   3.625 % March 19, 2019

Private Placement

  E   Luxottica US Holdings   January 29, 2010   USD     50,000,000     50,000,000     5.750 %   5.750 % January 29, 2020

Private Placement

  H   Luxottica Group S.p.A.   September 30, 2010   EUR     50,000,000     50,000,000     4.250 %   4.250 % September 15, 2020

Private Placement

  I   Luxottica US Holdings   December 15, 2011   USD     350,000,000     350,000,000     4.350 %   4.350 % December 15, 2021

Bond (Listed on Luxembourg Stock Exchange)

      Luxottica Group S.p.A.   February 10, 2014   EUR     500,000,000     500,000,000     2.625 %   2.625 % February 10, 2024

        The floating rate measures under "Coupon/Pricing" are based on the corresponding Euribor (Libor for US dollar loans) plus a margin in the range, indicated in the table, based on the "Net Debt/EBITDA" ratio, as defined in the applicable debt agreement.

        On March 19, 2012, the Group completed an offering in Europe to institutional investors of Euro 500 million of senior unsecured guaranteed notes due March 19, 2019. The Notes are listed on the Luxembourg Stock Exchange under ISIN XS0758640279. Interest on the Notes accrues at 3.625% per annum. The Notes are guaranteed on a senior unsecured basis by U.S. Holdings and Luxottica S.r.l. On January 20, 2014, the Notes were assigned an A-credit rating by Standard & Poor's.

        On April 17, 2012, the Group and U.S. Holdings entered into a multicurrency (Euro/USD) revolving credit facility with a group of banks providing for loans in the aggregate principal amount of Euro 500 million (or the equivalent in U.S. dollars) guaranteed by Luxottica Group, Luxottica S.r.l. and U.S. Holdings. The agent for this credit facility is Unicredit AG Milan Branch and the other lending banks are Bank of America Securities Limited, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank—Milan Branch, Banco Santander S.A., The Royal Bank of Scotland PLC and Unicredit S.p.A. On February 27, 2015, the Group, terminated the multicurrency (Euro/USD) revolving credit facility with a stated maturity of April 10, 2019. As of the date of termination, the facility was undrawn.

        On April 29, 2013, the Group Board of Directors authorized a Euro 2.0 billion "Euro Medium Term Note Programme" pursuant to which Luxottica Group S.p.A. may from time to time offer notes to investors in certain jurisdictions (excluding the United States, Canada, Japan and Australia). The notes issued under this program are listed on the Luxembourg Stock Exchange.

        On February 10, 2014, the Group completed an offering in Europe to institutional investors of Euro 500 million of senior unsecured guaranteed notes due February 10, 2024. The Notes are listed on the Luxembourg Stock Exchange under ISIN XS1030851791. Interest on the Notes accrues at 2.625% per annum. The Notes were assigned an A-credit rating.

34


Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

20. LONG-TERM DEBT (Continued)

        The fair value of long-term debt as of March 31, 2015 was equal to Euro 2,489.6 million of which Euro 654.6 million was short-term debt (Euro 2,518.5 as of December 31, 2014). The fair value of the debt equals the present value of future cash flows, calculated by utilizing the market rate currently available for similar debt, and adjusted in order to take into account the Group's current credit rating. The fair value of long-term debt does not include capital lease obligations of Euro 25.2 million.

        Long-term debt, including capital lease obligations, as of March 31, 2015, matures as follows:

 
   
 
(Amounts in thousands of Euro)
   
 

2015

    623,396  

2016

    28,004  

2017

    96,473  

2018

    118,970  

2019 and subsequent years

    1,491,491  

Effect deriving from the adoption of the amortized cost method

    9,867  

Total

    2,368,201  

        The net financial position and disclosure required by the Consob communication n. DEM/6064293 dated July 28, 2006 and by the CESR recommendation dated February 10, 2005 "Recommendation for the consistent application of the European Commission regulation on Prospectus" is as follows:

 
   
   
   
   
 
(Amounts in thousands of Euro)
  Notes
  March 31, 2015
  December 31, 2014
 

A

 

Cash and cash equivalents

    5     1,496,130     1,453,587  

B

 

Other availabilities

               

C

 

Hedging instruments on foreign exchange rates

    8     309     1,008  

D

 

Availabilities (A) + (B) + (C)

          1,496,439     1,454,595  

E

 

Current Investments

                   

F

 

Bank overdrafts

    14     132,714     151,303  

G

 

Current portion of long-term debt

    15     643,414     626,788  

H

 

Hedging instruments on foreign exchange rates

    19     6,587     4,376  

I

 

Hedging instruments on interest rates

    19          

J

 

Current Liabilities (F) + (G) + (H) + (I)

          782,715     782,467  

K

 

Net Liquidity (J)(E) – (D)

          (713,724 )   (672,128 )

L

 

Long-term debt

    20     14,943     21,848  

M

 

Notes payables

    20     1,709,844     1,666,567  

N

 

Hedging instruments on interest rates

               

O

 

Total Non-Current Liabilities (L) + (M) + (N)

          1,724,787     1,688,415  

P

 

Net Financial Position (K) + (O)

          1,011,063     1,016,287  

35


Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

20. LONG-TERM DEBT (Continued)

        A reconciliation between the net financial position above and the net financial position presented in the Management Report is as follows:

 
   
   
 
(Amounts in thousands of Euro)
  March 31, 2015
  December 31, 2014
 

Net Financial Position, as presented in the Notes

    1,011,063     1,016,287  

Hedging instruments on foreign exchange rates

    309     1,008  

Hedging instruments on interest rates—ST

         

Hedging instruments on foreign exchange rates

    (6,587 )   (4,376 )

Hedging instruments on interest rates—LT

         

Net Financial Position

    1,004,785     1,012,918  

        Our net financial position with respect to related parties is not material.

        The net financial position as of March 31, 2015 and December 31, 2014 is presented as follows:

 
   
   
 
(Amounts in thousands of Euro)
  March 31, 2015
  December 31, 2014
 

Cash and cash equivalents

    1,496,130     1,453,587  

Bank overdrafts

    (132,714 )   (151,303 )

Current portion of long-term debt

    (643,414 )   (626,788 )

Long term debt

    (1,724,787 )   (1,688,415 )

Net Financial Position

    (1,004,785 )   (1,012,918 )

        Bank overdrafts consist of the utilized portion of short-term uncommitted revolving credit lines borrowed by various subsidiaries of the Group; the interest rate applied to these credit lines depends on the currency and is usually floating.

        As of March 31, 2015, Luxottica together with our wholly-owned Italian subsidiaries, had credit lines aggregating Euro 225.3 million. The interest rate is a floating rate of EURIBOR plus a margin which on average equals approximately 90 basis points. At March 31, 2015, Euro 5.4 million was utilized under these credit lines.

        As of March 31, 2015, our wholly-owned subsidiary Luxottica U.S. Holdings Corp. maintained unsecured lines of credit with an aggregate maximum availability of Euro 115.4 million (USD 130.0 million converted at applicable exchange rate for the period ended March 31, 2015). The interest is at a floating rate of approximately LIBOR plus 50 basis points. At March 31, 2015, Euro 5.4 million was utilized under these credit lines and there was Euro 32.2 million in aggregate face amount of standby letters of credit outstanding related to guarantees on these lines of credit.

        In order to determine the fair value of financial instruments, the Group utilizes valuation techniques which are based on observable market prices (Mark to Model). These techniques therefore fall within Level 2 of the hierarchy of Fair Values identified by IFRS 13—Fair Value.

        IFRS 13 refer to valuation hierarchy techniques that are based on three levels:

36


Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

20. LONG-TERM DEBT (Continued)

        In order to select the appropriate valuation techniques to utilize, the Group complies with the following hierarchy:

        The Group determined the fair value of the derivatives existing on March 31, 2015 through valuation techniques which are commonly used for instruments similar to those traded by the Group. The models applied to value the instruments are based on a calculation obtained from the Bloomberg information service. The input data used in these models are based on observable market prices (the Euro and USD interest rate curves as well as official exchange rates on the date of valuation) obtained from Bloomberg.

        The following table summarizes the financial assets and liabilities of the Group valued at fair value (in thousands of Euro):

   
 
   
   
  Fair Value Measurements at
Reporting Date Using:
 
 
  Classification within
the Consolidated
Statement of
Financial Position

   
 
 
  March 31,
2015

 
Description
  Level 1
  Level 2
  Level 3
 
   

Foreign Exchange Contracts

  Other current assets     309         309      

Foreign Exchange Contracts

  Other current liabilities     6,587         6,587      


   
 
   
   
  Fair Value Measurements at
Reporting Date Using:
 
 
  Classification within
the Consolidated
Statement of
Financial Position

   
 
 
  December 31,
2014

 
Description
  Level 1
  Level 2
  Level 3
 
   

Foreign Exchange Contracts

  Other current assets     1,008         1,008      

Foreign Exchange Contracts

  Other current liabilities     4,376         4,376      

        As of March 31, 2015 and December 31, 2014, the Group did not have any Level 3 fair value measurements.

        The Group maintains policies and procedures with the aim of valuing the fair value of assets and liabilities using valuation techniques based on observable market data.

        The Group portfolio of foreign exchange derivatives includes only forward foreign exchange contracts on the most traded currency pairs with maturity less than one year. The fair value of the portfolio is valued using internal models that use observable market inputs including yield curves and spot and forward prices.

37


Table of Contents


Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

21. EMPLOYEE BENEFITS

        Employee benefits amounted to Euro 159.5 million (Euro 138.5 million as of December 31, 2014). The balance mainly included liabilities for termination indemnities of Euro 51.1 million (Euro 51.2 million as of December 31, 2014) and liabilities for employee benefits of the U.S. subsidiaries of the Group of Euro 108.4 million (Euro 87.3 million as of December 31, 2014). The increase as of March 31, 2015 compared to 2014 is mainly due to the reduction in the discount rates used to calculate the liability.

22. NON-CURRENT PROVISIONS FOR RISK AND OTHER CHARGES

        The balance is detailed below (amounts in thousands of Euro):

   
 
  Legal
risk

  Self-
insurance

  Tax
provision

  Other risks
  Total
 
   

Balance as of December 31, 2013

    9,944     23,481     45,556     18,563     97,544  

Increases

    879     2,658         700     4,236  

Decreases

    (1,375 )   (2,426 )   (3,366 )   (711 )   (7,877 )

Business combinations

                     

Translation difference and other movements

    (190 )   4     157     4,368     4,338  

Balance as of March 31, 2014

    9,258     23,717     42,347     22,920     98,241  

Balance as of December 31, 2014

    10,755     24,548     48,771     15,149     99,223  

Increases

    539     3,064         1,294     4,897  

Decreases

    (54 )   (2,599 )   (543 )   (786 )   (3,982 )

Business combinations

                     

Translation difference and other movements

    (1,455 )   3,175     1,760     (67 )   3,413  

Balance as of March 31, 2015

    9,784     28,188     49,988     15,590     103,550  

        Other risks include (i) accruals for risks related to sales agents of certain Italian companies of Euro 5.7 million (Euro 5.7 million as of December 31, 2014) and (ii) accruals for decommissioning the costs of certain subsidiaries of the Group operating in the Retail Segment of Euro 0.5 million (Euro 0.4 million as of December 31, 2014).

23. OTHER NON-CURRENT LIABILITIES

        The balance of other non-current liabilities was Euro 95.2 million and Euro 83.8 million as of March 31, 2015 and December 31, 2014, respectively.

        The balance mainly includes "Other liabilities" of the North American retail divisions of Euro 45.6 million and Euro 41.9 million as of March 31, 2015 and December 31, 2014, respectively.

24. LUXOTTICA GROUP STOCKHOLDERS' EQUITY

Capital Stock

        The share capital of Luxottica Group S.p.A. as of March 31, 2015 amounted to Euro 28,923,769.98 and was comprised of 482,062,833 ordinary shares with a par value of Euro 0.06 each.

        The share capital of Luxottica Group S.p.A. as of January 1, 2015 amounted to Euro 28,900,294.98 and was comprised of 481,671,583 ordinary shares with a par value of Euro 0.06 each.

38


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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

24. LUXOTTICA GROUP STOCKHOLDERS' EQUITY (Continued)

        Following the exercise of 391,250 options to purchase ordinary shares granted to employees under existing stock option plans, the share capital increased by Euro 23,475 during the first three months of 2015.

        The total options exercised in the first three months 2015 were 391,250, of which 3,000 refer to the 2008 grant 85,000 refer to the Extraordinary 2009 grant (reassignment of the 2006 performance grant), 45,000 refer to the 2009 ordinary grant (reassignment of the 2006 and 2007 ordinary grants), 12,750 refer to the 2009 ordinary grant, 75,000 refer to the 2010 ordinary grant, 170,500 refer to the 2011 ordinary grant.

Legal reserve

        This reserve represents the portion of the Company's earnings that are not distributable as dividends, in accordance with Article 2430 of the Italian Civil Code.

Additional paid-in capital

        This reserve increases with the expensing of options or excess tax benefits from the exercise of options.

Retained earnings

        These include subsidiaries' earnings that have not been distributed as dividends and the amount of consolidated companies' equities in excess of the corresponding carrying amounts of investments. This item also includes amounts arising as a result of consolidation adjustments.

Translation reserve

        Translation differences are generated by the translation into Euro of financial statements prepared in currencies other than Euro.

Treasury shares

        Treasury shares were equal to Euro (64.2) million as of March 31, 2015 (Euro (73.9) million as of December 31, 2014). The decrease of Euro 9.7 million was due to grants to certain top executives of 498,778 treasury shares as a result of the Group having achieved the financial targets identified by the Board of Directors under the 2012 PSP. As a result of these equity grants, the number of Group treasury shares was reduced from 3,647,725 as of December 31, 2014 to 3,148,947 as of March 31, 2015.

25. NON-CONTROLLING INTERESTS

        Equity attributable to non-controlling interests was Euro 8.9 million and Euro 7.3 million as of March 31, 2015 and December 31, 2014, respectively.

26. INFORMATION ON THE CONSOLIDATED STATEMENT OF INCOME

        Please refer to Section 3—"Financial Results" in the Management Report on the Interim Financial Results as of March 31, 2015.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

27. COMMITMENTS AND RISKS

        The Group has commitments under contractual agreements in place. Such commitments related to the following:

Guarantees

        The United States Shoe Corporation, a wholly-owned subsidiary within the Group, has guaranteed the lease payments for five stores in the United Kingdom. These lease agreements have varying termination dates through June 30, 2017. At March 31, 2015, the Group's maximum liability amounted to Euro 0.8 million (Euro 1.0 million at December 31, 2014).

        A wholly-owned U.S. subsidiary guaranteed future minimum lease payments for lease agreements on certain stores. The lease agreements were signed directly by the franchisees as part of certain franchising agreements. Total minimum guaranteed payments under this guarantee were Euro 3.3 million (USD 3.6 million) at March 31, 2015 (Euro 3.3 million at December 31, 2014). The commitments provided for by the guarantee arise if the franchisee cannot honor its financial commitments under the lease agreements. A liability has been recorded based on the present value of estimated fair value of the commitments related to the stipulated guarantees. This liability is not significant in the Interim Financial Results as of March 31, 2015 and as of December 31, 2014. The liability expires at various dates through October 23, 2025.

Litigation

French Competition Authority Investigation

        Our French subsidiary Luxottica France S.A.S., together with other major competitors in the French eyewear industry, has been the subject of an anti-competition investigation conducted by the French Competition Authority relating to pricing practices in such industry. The investigation is ongoing, and, to date, no formal action has yet been taken by the French Competition Authority. As a consequence, it is not possible to estimate or provide a range of potential liability that may be involved in this matter. The

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

27. COMMITMENTS AND RISKS (Continued)

outcome of any such action, which the Group intends to vigorously defend, is inherently uncertain, and there can be no assurance that such action, if adversely determined, will not have a material adverse effect on our business, results of operations and financial condition.

Other proceedings

        The Company and its subsidiaries are defendants in various other lawsuits arising in the ordinary course of business. It is the opinion of the management of the Company that it has meritorious defenses against all such outstanding claims, which the Company will vigorously pursue, and that the outcome of such claims, individually or in the aggregate, will not have a material adverse effect on the Company's consolidated financial position or results of operations.

28. RELATED PARTY TRANSACTIONS

Licensing Agreements

        The Group executed an exclusive worldwide license for the production and distribution of Brooks Brothers brand eyewear. The brand is held by Brooks Brothers Group, Inc. ("BBG"), which is owned and controlled by Claudio Del Vecchio. The license expired on December 31, 2014; the parties are working on the renewal and in the meantime have decided to continue their relationship. Royalties paid under this agreement to BBG were Euro 0.0 million in 2015, Euro 0.2 million in 2014. Management believes that the terms of the license agreement are fair to the Company.

Lease of Corporate offices

        On April 29, 2014, the Board of Directors of Luxottica Group authorized the Company to enter into an agreement to lease a building located in Piazzale Luigi Cadorna 3, Milan. The lease will be for a period of seven years and 5 months and will be renewable for an additional six years. The building is owned by Beni Stabili SIIQ S.p.A., which through Delfin S.àr.l, is ultimately controlled by the Company's Chairman Leonardo Del Vecchio and therefore the lease agreement is a transaction with related parties. In accordance with the procedure on related parties adopted by the Company and the Consob regulation n. 17221/2010 and in light of the contract balance, the agreement qualifies as a minor transaction with related parties. On March 31, 2014 the Risk and Control Committee, solely composed of independent directors, unanimously expressed a favorable opinion regarding the Company's interest in entering in such transaction as well as on the convenience and fairness of the related conditions. In the first three months of 2015, the Company incurred an expense for the lease of the building of Euro 0.9 million.

Guarantee from Delfin

        Delfin S.à r.l. granted a unilateral guarantee based on which it will reimburse, on a pro-rata basis, the bonus paid by the Company to Adil Mehboob-Khan if he resigns on or before December 31, 2017. The refund will amount to Euro 7.0 million if Adil Mehboob-Khan resigns in 2015, Euro 4.7 million if he resigns in 2016 and Euro 2.3 million if he resigns in 2017. This guarantee does not apply in case of termination of employment for just cause.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

28. RELATED PARTY TRANSACTIONS (Continued)

        A summary of related party transactions as of March 31, 2014 and 2015 is provided here below:

   
 
  Consolidated
Statement
of Income
  Consolidated
Statement
of Financial Position
 
Related parties
As of March 31, 2015
(Amounts in thousands of Euro)
 
  Revenues
  Costs
  Assets
  Liabilities
 
   

Brooks Brothers Group, Inc. 

    146     294     162     315  

Eyebiz Laboratories Pty Limited

    1,659     21,825     11,543     18,330  

Salmoiraghi & Viganò

    3,449         52,675      

Others

    554     1,137     2,877     1,238  

Total

    5,808     23,256     67,256     19,884  
   


   
 
  Consolidated
Statement
of Income
  Consolidated
Statement
of Financial Position
 
Related parties
As of March 31, 2014
(Amounts in thousands of Euro)
 
  Revenues
  Costs
  Assets
  Liabilities
 
   

Brooks Brothers Group, Inc. 

    145     236     10     269  

Eyebiz Laboratories Pty Limited

    359     5,931     7,020     9,996  

Salmoiraghi & Viganò

    3,232         52,354      

Others

    506     321     2,508     465  

Total

    4,242     6,488     61,891     10,730  
   

        Total remuneration due to key managers amounted to approximately Euro 16.5 million (Euro 15.4 million at March 31, 2014).

29. EARNINGS PER SHARE

        Basic and diluted earnings per share were calculated as the ratio of net income attributable to the stockholders of the Company for the first three months of 2015 and 2014 amounting to Euro 210.4 million and Euro 157.3 million, respectively, to the number of outstanding shares—basic and dilutive of the Company.

        Basic earnings per share in the first three months of 2015 were equal to Euro 0.44, compared to Euro 0.33 as of March 2014. Diluted earnings per share as of March 2015 were equal to Euro 0.44 compared to Euro 0.33 as of March 2014.

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Notes to the
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
AS OF MARCH 31, 2015

29. EARNINGS PER SHARE (Continued)

        The table reported below provides the reconciliation between the average weighted number of shares utilized to calculate basic and diluted earnings per share:

   
 
  March 31, 2015
  March 31, 2014
 
   

Weighted average shares outstanding—basic

    478,328,834     473,699,357  

Effect of dilutive stock options

    2,050,362     3,683,831  

Weighted average shares outstanding—dilutive

    480,379,196     477,383,188  

Options not included in calculation of dilutive shares as the average value was greater than the average price during the respective period or performance measures related to the awards have not yet been met

    2,050,362     3,101,692  
   

30. ATYPICAL AND/OR UNUSUAL OPERATIONS

        There were no atypical and/or unusual transactions, as defined by the Consob communication n. 60644293 dated July 28, 2006, that occurred in the first quarter of 2015 or 2014.

31. SEASONAL AND CYCLICAL EFFECTS ON OPERATIONS

        We have historically experienced sales volume fluctuations by quarter due to seasonality associated with the sale of sunglasses, which represented 45.2 percent and 44.4 percent of our net sales in the first three months of 2015 and 2014, respectively.

32. SUBSEQUENT EVENTS

        On April 24, 2015, the Shareholders approved the consolidated financial statements of the Company as of December 31, 2014 and, as proposed by the Board of Directors, the distribution of an ordinary dividend of Euro 0.72 per share and an extraordinary dividend of Euro 0.72 per share.

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Attachment 1

EXCHANGE RATES USED TO TRANSLATE FINANCIAL STATEMENTS PREPARED IN CURRENCIES OTHER THAN THE EURO

   
 
  Average
exchange rate
as of
March 31,
2015

  Final
exchange rate
as of
March 31,
2015

  Average
exchange rate
as of
March 31,
2014

  Final
exchange rate
as of
December 31,
2014

 
   

Argentine Peso

    9.7803     9.4845     10.4189     10.2755  

Australian Dollar

    1.4313     1.4154     1.5275     1.4829  

Brazilian Real

    3.2236     3.4958     3.2400     3.2207  

Canadian Dollar

    1.3957     1.3738     1.5107     1.4063  

Chilean Peso

    703.4891     676.5280     755.8619     737.2970  

Chinese Renminbi

    7.0231     6.6710     8.3576     7.5358  

Colombian Peso

    2,781.5117     2,771.7100     2,747.6343     2,892.2600  

Croatian Kuna

    7.6811     7.6450     7.6498     7.6580  

Great Britain Pound

    0.7434     0.7273     0.8279     0.7789  

Hong Kong Dollar

    8.7339     8.3422     10.6287     9.4170  

Hungarian Forint

    308.8887     299.4300     307.9319     315.5400  

Indian Rupee

    70.0867     67.2738     84.5794     76.7190  

Israeli Shekel

    4.4444     4.2795     4.7892     4.7200  

Japanese Yen

    134.1206     128.9500     140.7978     145.2300  

Malaysian Ringgit

    4.0772     3.9873     4.5184     4.2473  

Mexican Peso

    16.8275     16.5124     18.1299     17.8679  

Namibian Dollar

    13.2283     13.1324     14.8866     14.0353  

New Zealand Dollar

    1.4973     1.4388     1.6371     1.5525  

Norwegian Krona

    8.7318     8.7035     8.3471     9.0420  

Peruvian Nuevo Sol

    3.4425     3.3280     3.8480     3.6327  

Polish Zloty

    4.1926     4.0854     4.1843     4.2732  

Russian Ruble

    70.9608     62.4400     48.0425     72.3370  

Singapore Dollar

    1.5273     1.4774     1.7379     1.6058  

South African Rand

    13.2283     13.1324     14.8866     14.0353  

South Korean Won

    1,240.1602     1,192.5800     1,465.3424     1,324.8000  

Swedish Krona

    9.3800     9.2901     8.8569     9.3930  

Swiss Franc

    1.0722     1.0463     1.2237     1.2024  

Taiwan Dollar

    35.5362     33.6515     41.4836     38.4133  

Thai Baht

    36.7655     35.0180     44.7221     39.9100  

Turkish Lira

    2.7731     2.8131     3.0372     2.8320  

U.S. Dollar

    1.1261     1.0759     1.3696     1.2141  

United Arab Emirates Dirham

    4.1354     3.9496     5.0306     4.4594  
   

        The officer responsible for preparing the Company's financial reports, Stefano Grassi, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this report corresponds to the document results, books and accounting records.

Milan, May 4, 2015

Stefano Grassi
(Manager responsible for financial reporting)

44


Table of Contents

LOGO

Luxottica Headquarters and Registered Office•Piazzale Luigi Cadorna 3, Milan, 20123 Italy - Tel. + 39.02.863341 - Fax + 39.02.86996550

Deutsche Bank Trust Company Americas (ADR Depositary Bank)•60 Wall Street, New York, NY 10005 USA
Tel. + 1.212.250.9100 - Fax + 1.212.797.0327












LUXOTTICA SRL
AGORDO, BELLUNO - ITALY

LUXOTTICA BELGIUM NV
BERCHEM - BELGIUM

LUXOTTICA FASHION BRILLEN VERTRIEBS
GMBH
GRASBRUNN - GERMANY

LUXOTTICA FRANCE SAS
VALBONNE - FRANCE

LUXOTTICA GOZLUK ENDUSTRI VE
TICARET AS
CIGLI - IZMIR - TURKEY

LUXOTTICA HELLAS AE
PALLINI - GREECE

LUXOTTICA IBERICA SA
BARCELONA - SPAIN

LUXOTTICA NEDERLAND BV
HEEMSTEDE - HOLLAND

LUXOTTICA OPTICS LTD
TEL AVIV - ISRAEL

LUXOTTICA POLAND SP ZOO
KRAKÓW - POLAND

LUXOTTICA PORTUGAL-COMERCIO DE
OPTICA SA
LISBON - PORTUGAL

LUXOTTICA (SWITZERLAND) AG
ZURICH - SWITZERLAND

LUXOTTICA CENTRAL EUROPE KFT
BUDAPEST - HUNGARY

LUXOTTICA SOUTH EASTERN EUROPE LTD
NOVIGRAD - CROATIA

LUXOTTICA RETAIL UK LIMITED
ST. ALBANS - HERTFORDSHIRE (UK)

OAKLEY ICON LIMITED
DUBLIN - IRELAND

ALAIN MIKLI INTERNATIONAL SAS
PARIS - FRANCE











 











LUXOTTICA TRADING AND
FINANCE LIMITED
DUBLIN - IRELAND

LUXOTTICA NORDIC AB
STOCKHOLM - SWEDEN

LUXOTTICA U.K. LTD
ST. ALBANS - HERTFORDSHIRE (UK)

LUXOTTICA
VERTRIEBSGESELLSCHAFT MBH
VIENNA - AUSTRIA

LUXOTTICA U.S. HOLDINGS
CORP.
PORT WASHINGTON - NEW YORK (USA)

LUXOTTICA USA LLC
PORT WASHINGTON - NEW YORK (USA)

LUXOTTICA CANADA INC.
NEW BRUNSWICK (CANADA)

LUXOTTICA NORTH AMERICA
DISTRIBUTION LLC
MASON - OHIO (USA)

LUXOTTICA RETAIL NORTH
AMERICA INC.
MASON - OHIO (USA)

SUNGLASS HUT TRADING, LLC
MASON - OHIO (USA)

EYEMED VISION CARE LLC
MASON - OHIO (USA)

LUXOTTICA RETAIL CANADA INC.
NEW BRUNSWICK (CANADA)

OAKLEY, INC.
FOOTHILL RANCH - CALIFORNIA (USA)

LUXOTTICA MEXICO SA DE CV
MEXICO CITY - MEXICO

OPTICAS GMO CHILE SA
SANTIAGO - CHILE

LUXOTTICA ARGENTINA SRL
BUENOS AIRES - ARGENTINA











 











LUXOTTICA BRASIL PRODUTOS OTICOS E
ESPORTIVOS LTDA
SÃO PAULO - BRAZIL

LUXOTTICA AUSTRALIA PTY LTD
MACQUARIE PARK - NEW SOUTH WALES (AUSTRALIA)

OPSM GROUP PTY LIMITED
MACQUARIE PARK - NEW SOUTH WALES (AUSTRALIA)

LUXOTTICA MIDDLE EAST FZE
DUBAI - DUBAI (UNITED ARAB EMIRATES)

MIRARI JAPAN CO LTD
TOKYO - JAPAN

LUXOTTICA SOUTH AFRICA PTY LTD
CAPE TOWN - OBSERVATORY (SOUTH AFRICA)

RAYBAN SUN OPTICS INDIA LTD
GURGAON - HARYANA (INDIA)

SPV ZETA OPTICAL COMMERCIAL AND
TRADING (SHANGHAI) CO., LTD
SHANGHAI - CHINA

LUXOTTICA TRISTAR (DONGGUAN)
OPTICAL CO LTD
DONG GUAN CITY, GUANGDONG - CHINA

GUANGZHOU MING LONG OPTICAL
TECHNOLOGY CO. LTD
GUANGZHOU CITY - CHINA

SPV ZETA OPTICAL TRADING (BEIJING) CO.
LTD
BEIJING - CHINA

LUXOTTICA KOREA LTD
SEOUL - KOREA

LUXOTTICA SOUTH PACIFIC
HOLDINGS PTY LIMITED
MACQUARIE PARK - NEW SOUTH WALES (AUSTRALIA)

LUXOTTICA (CHINA)
INVESTMENT CO. LTD.
SHANGHAI - CHINA

LUXOTTICA WHOLESALE (THAILAND) LTD
BANGKOK - THAILAND

www.luxottica.com


Table of Contents

        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.
        

  
Date: May 13, 2015

 

By: /s/ Stefano Grassi

STEFANO GRASSI
Chief Financial Officer