6. Notes to the consolidated annual accounts of the Inditex group at 31 January 2016

Translation of consolidated annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group in Spain (see below and note 34). In the event of a discrepancy, the Spanish-language version prevails.

The consolidated annual accounts of the Inditex Group for 2015 were prepared by the Board of Directors on 8 March 2016 and will be submitted for approval at the corresponding annual general shareholders’ meeting, and it is considered that they will be approved without any changes. The consolidated annual accounts for 2014 were approved by the annual General Shareholders’ Meeting held on 14 July 2015.

These annual accounts have been prepared in accordance with the International Financial Reporting Standards (IFRSs) and their interpretations (IFRICs and SICs) adopted by the European Union (EU-IFRSs) and other applicable financial reporting regulations.

Inditex’s financial year and that of most of its subsidiaries starts on 1 February of each year and ends on 31 January of the following year. The twelve-month period ended 31 January 2015 will hereinafter be referred to as “2014”, the period ended 31 January 2016 as “2015”, and so on.

Unless otherwise stated, the amounts shown in these consolidated annual accounts are expressed in thousands of euros.

The consolidated annual accounts are presented in euros, since the euro is the Group’s functional currency.

The separate annual accounts of the Parent (Inditex) for 2015 have been prepared by the Board of Directors in a separate document to these consolidated annual accounts.

These consolidated annual accounts present fairly the consolidated equity, financial position and changes in equity of the Inditex Group at 31 January 2016, as well as the results of its operations and cash flows for the year then ended.

The consolidated annual accounts of the Inditex Group for 2015 have been prepared on the basis of the accounting records of Inditex and the other Group companies.

In the consolidated income statement, gross profit, EBITDA and EBIT are defined as:

  • Gross Profit: the difference between net sales and the cost of merchandise. Detailed information on the items included in these income statement line items is provided in notes 2 and 3. The percentage gross profit is calculated as the gross profit in absolute terms as a percentage of net sales.
  • EBITDA: earnings before interest, the result of companies accounted for using the equity method, taxes, depreciation and amortization, calculated as the gross margin less operating expenses and other losses and income, net.
  • EBIT: earnings before interest, the result of companies accounted for using the equity method and taxes, calculated as EBITDA less amortization and depreciation.

Other alternative measures of performance are as follows:

  • Return on capital employed (ROCE), defined as EBIT over average capital employed in the year (average of equity attributable to the Parent plus net financial debt in the year).
  • Return on equity attributable to the Parent (ROE), defined as net profit attributable to the Parent over average shareholders’ equity.

In preparing the consolidated annual accounts at 31 January 2016 estimates were made in order to measure certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following:

  • The assessment of possible impairment losses on certain assets.
  • The useful life of the property, plant and equipment, intangible assets and investment property.
  • The fair value of certain assets, mainly financial instruments.
  • The assumptions used in the actuarial calculation of the pension liabilities and other obligations to employees.
  • The calculation of the provisions required for contingencies relating to litigation in progress and doubtful debts.
  • The term of leases.
  • The amount of the future minimum non-
  • The recovery of deferred tax assets.

Although these estimates were made on the basis of the best information available at 31 January 2016 and 2015, events that take place in the future might make it necessary to change these estimates in coming years. Changes in accounting estimates would be applied prospectively in accordance with the requirements of IAS 8.

The basis of consolidation and accounting policies applied are disclosed in note 31.

6.1. Activity and description of the Group

Industria de Diseño Textil, S.A. (“Inditex”), domiciled in Spain (Avenida de la Diputación s/n Edificio Inditex, Arteixo, A Coruña), is the Parent of a group of companies, the principal activity of which consists of the distribution of fashion items, mainly clothing, footwear, accessories and household textile products. Inditex carries out its activity through various commercial formats such as Zara, Pull & Bear, Massimo Dutti, Bershka, Stradivarius, Oysho, Zara Home and Uterqüe. Inditex is listed on all four Spanish stock exchanges and, together with its subsidiary companies, comprises the Inditex Group (“the Group”).

Each format’s commercial activity is carried out through an integrated store and on-line sales model managed directly by companies in which INDITEX exercises control through the ownership of all or the majority of the share capital and of the voting rights, with the exception of certain countries where, for various reasons, the retail selling activity is performed through franchises. Certain franchise agreements entered into by the Group include purchase options which, if exercised, would entitle the Group to lease the premises in which the franchised stores operate and the assets associated with these stores. These options may be exercised after a certain period of time has elapsed since the signing of the franchise agreement.

The Group does not have any significant non-controlling interests.

The Group holds joint ownership over the entities making up the Tempe Group. Based on an analysis of the contractual arrangements giving it joint control, the Group classified its ownership interest in the Tempe Group as a joint venture. The interest in the Tempe Group was accounted for using the equity method.

Inditex’s business model is characterized by the search for flexibility in adapting production to market demand by controlling the supply chain throughout the various stages of design, manufacture and retailing. This enables it to focus both its own and suppliers’ production on changes in market trends during each sales campaign.

The Group’s logistics system is based on constant deliveries from the distribution centers of the various commercial formats to stores throughout each season. This system essentially operates through centralized logistics centers for each concept in which inventory is stored and distributed to stores worldwide.

At 31 January 2016, the various Group formats had stores in 88 countries with the following geographical distribution:

Number of stores Company managed Franchises Total
Spain 1,790 36 1,826
Rest of Europe 2,941 146 3,087
Americas 539 143 682
Rest of the World 835 583 1,418
Total 6,105 908 7,013

At 31 January 2015, the geographical distribution of stores was as follows:

Number of stores Company managed Franchises Total
Spain 1,786 36 1,822
Rest of Europe 2,803 139 2,942
Americas 479 135 614
Rest of the World 742 563 1,305
Total 5,810 873 6,683

The majority of store premises are held under operating leases. Information on the main terms of the leases is provided in note 24.

6.2. Sales

Sales in the consolidated income statement include amounts received from the sale of goods and income from rentals, royalties and other services rendered in the ordinary course of the Group’s business, net of VAT and other sales taxes.

Details for 2015 and 2014 are as follows:

2015 2014
Net sales in company-managed stores 19,046,997 16,557,273
Net sales to franchises 1,645,401 1,357,797
Other sales and services rendered 208,041 201,464
Total 20,900,439 18,116,534

6.3. Cost of sales

Details for 2015 and 2014 are as follows:

2015 2014
Raw materials and consumables 9,146,638 7,730,274
Change in inventories (335,499) (182,637)
Total 8,811,139 7,547,637

Raw materials and consumables mainly include amounts relating to the acquisition from or production by third parties of products held for sale or conversion, and other direct expenses related to the acquisition of goods (see note 31.2.i).

6.4. Operating expenses

The detail of “Operating expenses” and of the changes therein is as follows:

2015 2014
Personnel expenses 3,335,246 2,932,204
Operating leases (note 24) 2,087,434 1,849,564
Other operating expenses 1,969,152 1,675,801
Total 7,391,832 6,457,569

The detail, by category, of the headcount of the Group and its jointly controlled entities at 31 January 2016 is as follows:

Gender
Category W M Total
Manufacturing and logistics 4,012 5,128 9,140
Central services 6,448 3,823 10,271
Stores 106,049 27,394 133,443
Total 116,509 36,345 152,854

The detail, by category, of the headcount of the Group and its jointly controlled entities at 31 January 2015 is as follows:

Gender
Category W M Total
Manufacturing and logistics 3,813 4,734 8,547
Central services 5,906 3,467 9,372
Stores 96,013 23,121 119,134
Total 105,732 31,322 137,054

Lease expenses relate mainly to the rental, through operating leases, of the Group’s commercial premises. This line item also includes lease incentives, which are recognized in profit or loss. Note 24 provides more detailed information on the main terms of these leases, together with the related minimum future payment obligations.

“Other operating expenses” includes mainly expenses relating to store operations, logistics and general expenses, such as electricity, commissions on credit and debit card payments, travel, decoration expenses, communications and all kinds of professional services.

6.5. Other losses and income, net

This line items includes mainly changes in the prices of the debts recognized as a result of the existence of cross call and put options between the Group and the owners of some of the shares of certain of the subsidiaries, since these cross options are considered to be a deferred acquisition of the shares constituting the underlying. The estimated option strike price is recognized as a liability and changes are recognized in profit or loss.

Following is a description of the main cross put and call options on those investments:

a) Subsidiaries domiciled in Mexico

The Group holds a call option on 5% of the share capital of Zara México, S.A. de C.V. owned by a non-controlling shareholder. The strike price is set on the basis of the non-controlling shareholder’s share of the equity of the investee when the call option is exercised.

b) Subsidiaries domiciled in Korea

The Group holds a call option on 20% of the share capital of Zara Retail Korea, Ltd. This ownership interest is held by Lotte Shopping Co., Ltd., which in turn holds an option to sell the full amount of this holding to Industria de Diseño Textil, S.A. The strike price is set on the basis of the non-controlling shareholder’s share of the equity of the investee when the call option is exercised.

c) Subsidiaries domiciled in South Africa

The Group holds a call option on 10% of the share capital of ITX Fashion Retail South Africa (Proprietary), LTD. This ownership interest is held by Peter Vundla Retail (Propietary), LTD, which in turn holds an option to sell the full amount of this holding to Industria de Diseño Textil, S.A. The strike price is set on the basis of the non-controlling shareholder’s share of the equity of the investee when the call option is exercised.

d) Subsidiaries domiciled in Australia

The Group holds a call option on 10% of the share capital of Group Zara Australia, PTY. Ltd. At 31 January 2015, the Group held an option on 20% of the share capital of Group Zara Australia, PTY. Ltd. and on 21 December 2015, the Group exercised 10% of the option, thereby increasing the Group’s ownership interest in this company to 90%. The remaining 10% ownership interest is held by International Brand Management, PTY. LTD., which in turn holds an option to sell the full amount of this holding to Industria de Diseño Textil, S.A.

The strike price is set on the basis of the non-controlling shareholder’s share of the equity of the investee when the call option is exercised.

6.6. Amortization and depreciation

The detail of “Amortization and depreciation” is as follows:

2015 2014
Amortization and depreciation charge (notes 12, 13 and 14) 976,497 861,955
Variation in impairment losses (notes 12 and 14) 27,924 1,470
Profit/(loss) on assets (notes 12 and 14) 38,015 65,000
Others (20,719) (23,538)
1,021,717 904,887

“Other” relates mainly to gains on non-current asset sales and other transactions are recognized directly against equity.

6.7. Financial results

Details of “Financial results” in the consolidated income statements for 2015 and 2014 are as follows:

2015 2014
Interest income 23,255 25,959
Foreign exchange gains 21,531 54,331
Total income 44,786 80,290
Finance costs (12,069) (9,912)
Foreign exchange losses (22,648) (55,895)
Total expenses (34,717) (65,807)
Total 10,069 14,483

Financial income and expenses mainly comprise interest accrued on the Group’s financial assets and liabilities during the year (see note 19). Net foreign exchange differences are principally due to fluctuations in the currencies with which the Group operates (see note 25) between the time when income, expenses, acquisitions or disposals of assets are recognized and when the corresponding assets or liabilities are realized or settled under applicable accounting principles.

6.8. Earnings per share

Basic earnings per share were calculated by dividing net profit for the year attributable to the Parent by the weighted average number of ordinary shares outstanding during the year, excluding the average number of treasury shares held by the Group (see note 22), which totalled 3,113,152,000 in 2015 and 3,113,773,370 in 2014.

Diluted earnings per share is calculated based on profit attributable to the holders of equity instruments of the Company and a weighted average number of ordinary shares outstanding after adjustment for the dilution effect of all potential ordinary shares.

6.9. Segment reporting

The principal activity of the Inditex Group comprises the retail and on-line distribution of clothing, footwear, accessories and household textile products through various commercial format stores aimed at different targeted sectors of the public.

The origin and predominant nature of the risks and rewards of the Inditex Group’s business units correspond to operating segments, as these risks and rewards are mainly influenced by the fact that each cash-generating unit belongs to a particular commercial format. The internal organization of the Inditex Group, the decision-making process and the system for communicating information to the Board of Directors and Group management are organized by commercial format and geographical areas.

The key business indicators, understood to be those which form part of the segment information reported periodically to the Board of Directors and management of the Group and which are used in the decision-making process, are net sales and operating profit by segment.

The segment liabilities, financial results and taxes are not broken down as they do not form part of the key business indicators defined above or of the segment information reported periodically to the Board of Directors and management of the Group.

Details of Inditex Group segment reporting are as follows:

FY 2015 ZARA Bershka Other Total
Sales to third parties 13,628,310 1,875,476 5,396,652 20,900,439
Segment EBITDA 2,452,452 298,619 926,371 3,677,442
Amortization and depreciation 625,521 107,689 288,507 1,021,717
Segment total assets 13,251,245 886,164 3,219,739 17,357,148
ROCE 30% 53% 45% 34%
Number of stores 2,162 1,044 3,807 7,013
FY 2014 ZARA Bershka Other Total
Sales to third parties 11,594,358 1,664,007 4,858,169 18,116,534
Segment EBITDA 2,122,634 244,589 830,964 3,198,186
Amortization and depreciation 570,310 85,716 248,860 904,887
Segment total assets 11,453,301 880,539 3,043,160 15,377,000
ROCE 29% 43% 44% 33%
Number of stores 2,085 1,006 3,592 6,683

For presentation purposes, the commercial chains other than Zara and Bershka were grouped into a single reporting segment due to the similarities in the nature of the products sold and their management and monitoring model.

For the purposes of the reconciliation with the consolidated annual accounts, sales to third parties relate to “Net sales” in the consolidated income statement and the amortization and depreciation corresponds to “Amortization and depreciation” in the consolidated income statement.

The segment result refers to the operating result (EBIT) of the segment. Income and expenses which might be considered to be corporate in nature or as belonging to the group of segments as a whole have been assigned to each segment in accordance with criteria considered reasonable by Group management. Inter-segment transactions are not material and, therefore, are not broken down.

Total segment assets relate to “Total assets” in the consolidated balance sheet.

ROCE is calculated as defined in the first note to these consolidated annual accounts.

Zara was the first chain created by the Inditex Group and its leading position is based on its fashion offering, with a wide range of products.

Bershka is aimed at the younger consumers and its aim is to offer the latest fashion at affordable prices.

Geographical reporting

In the presentation of information by geographical segment, revenue is based on the geographical location of customers and segment assets are based on the geographical location of assets. Non-current segment assets do not include deferred tax assets.

Net sales Non-current assets
2015 2014 31/01/16 31/01/15
Spain 4,002,801 3,706,663 2,920,572 2,541,139
Rest of Europe 9,695,065 8,723,851 2,916,414 2,864,143
Americas 3,002,480 2,445,948 1,361,809 1,204,289
Asia and rest of the world 4,200,093 3,240,073 1,015,689 1,017,901
Total 20,900,439 18,116,534 8,214,484 7,627,472

6.10. Trade and other receivables

Details at 31 January 2016 and 2015 are as follows:

31/01/16 31/01/15
Trade receivables 163,765 182,496
Receivables due to sales to franchises 229,873 176,766
Public entities 152,881 406,479
Other current receivables 122,288 96,070
Total 668,807 861,811

Trade receivables are mainly customer debit/credit card payments pending collection.

Part of the Group’s activity is carried out through franchised stores (see note 1). Sales to franchisees are made under agreed collection terms, which are partially secured as described in note 25.

Balances receivable from public entities comprise VAT and other taxes and duties incurred by Group companies in the countries in which they operate.

Other current receivables include items such as rental incentives due from shopping center developers (see note 24) and outstanding balances on sundry operations, largely advances from creditors to sales representatives.

6.11. Inventories

Details at 31 January 2016 and 2015 are as follows:

31/01/16 31/01/15
Raw materials and consumables 87,940 64,925
Goods in process 32,955 22,237
Finished goods for sale 2,074,120 1,772,354
Total 2,195,015 1,859,516

The Group contracts insurance policies to cover the potential risk of damage to its inventories.

6.12. Property, plant and equipment

Details of property, plant and equipment in the accompanying consolidated balance sheet and related changes are as follows:

Land and buildings Fixtures, furniture and machinery Other plant and equipment Work in progress Total
Coste
Balance at 01/02/2014 1,485,184 7,341,830 349,825 290,671 9,467,511
Acquisitions 62,393 1,099,435 126,466 338,549 1,626,843
Changes in consolidation scope (17,948) (74,494) (4,644) (5,344) (102,430)
Disposals (Note 6) (10,201) (352,489) (34,218) (5,870) (402,778)
Transfers 74,359 104,410 183 (179,603) (652)
Foreign exchange translation differences 49,224 133,215 (3,225) 32,710 211,924
Balance at 31/01/2015 1,643,011 8,251,907 434,387 471,113 10,800,418
Balance at 01/02/2015 1,643,011 8,251,907 434,387 471,113 10,800,418
Acquisitions 136,563 1,160,402 82,399 153,500 1,532,865
Disposals (Note 6) (1,837) (399,394) (35,193) (760) (437,184)
Transfers 86,507 82,746 9,212 (123,244) 55,222
Foreign exchange translation differences 9,004 (231,452) (11,649) 9,225 (224,872)
Balance at 31/01/2016 1,873,248 8,864,209 479,157 509,835 11,726,449
Depreciation
Balance at 01/02/2014 249,617 3,816,914 187,310 - 4,253,841
Depreciation charge for the year (Note 6) 22,641 662,790 51,938 - 737,369
Changes in consolidation scope (2,018) (21,652) (3,671) - (27,341)
Disposals (Note 6) (2,045) (295,935) (30,541) - (328,520)
Transfers (13,350) 14,139 (1,833) - (1,044)
Foreign exchange translation differences 3,424 60,348 (77) - 63,695
Balance at 31/01/2015 258,269 4,236,605 203,126 - 4,698,000
Balance at 01/02/2015 258,269 4,236,605 203,126 - 4,698,000
Depreciation charge for the year (Note 6) 36,370 751,565 64,084 - 852,018
Disposals (Note 6) (585) (363,526) (33,245) - (397,356)
Transfers 10,319 (9,694) 766 - 1,390
Foreign exchange translation differences 338 (93,232) (5,998) - (98,892)
Balance at 31/01/2016 304,711 4,521,717 228,733 - 5,055,160
Impairment losses (note 31.2.g)
Balance at 01/02/2014 1,506 73,287 1,296 - 76,089
Charge for the year (Note 6) - 30,407 974 - 31,381
Amounts charged to profit or loss (Note 6) (93) (27,591) (469) - (28,153)
Disposals (Note 6) - (16,582) (374) - (16,956)
Transfers - (142) 3 - (139)
Foreign exchange translation differences - (261) (117) - (378)
Balance at 31/01/2015 1,413 59,118 1,313 - 61,844
Balance at 01/02/2015 1,413 59,118 1,313 - 61,844
Charge for the year (Note 6) 258 34,089 549 - 34,896
Amounts charged to profit or loss (Note 6) - (10,212) (347) - (10,559)
Disposals (Note 6) - (11,380) (426) - (11,807)
Transfers - 291 1 - 291
Foreign exchange translation differences - (861) 16 - (845)
Balance at 31/01/2016 1,671 71,044 1,106 - 73,821
Carrying amount
Balance at 31/01/2015 1,383,329 3,956,184 229,948 471,113 6,040,573
Balance at 31/01/2016 1,566,865 4,271,448 249,319 509,835 6,597,467

In 2015 the main material addition to “Land and buildings” related to the acquisition of premises in Milan.

“Other plant and equipment” includes, inter alia, information technology equipment and motor vehicles.

Disposals comprise mainly assets related to the commercial premises at which the Group carries on its commercial activities.

Fully depreciated items of property, plant and equipment include certain items, mainly machinery, fixtures and furniture, with a gross cost value of Euros 1,887,334 thousand and Euros 1,708,698 thousand at 31 January 2016 and 31 January 2015, respectively.

An impairment test and a sensitivity analysis were performed in relation to reasonably possible changes in the main fair value estimates and the results did not vary significantly (see note 31.2.g).

Through its corporate risk management policy, the Group identifies, assesses and controls damage and liability-related risks to which the Group companies are exposed. It does this by compiling and measuring the main risks of damage, loss of profits and liability affecting the Group and implements prevention and protection policies aimed at reducing the frequency and intensity of these risks.

Likewise, standard measurement criteria are established at corporate level which enable the different risks to which the Group is exposed to be quantified, measured and insured.

Lastly, the Group takes out insurance policies through corporate insurance programs to protect its assets from risk and establishes limits, excesses and conditions according to the nature of such risk and the financial relevance of the Group.

6.13. Investment property

Investment property mainly relates to premises and other properties leased to third parties. The changes in this caption during 2015 and 2014 were as follows:

Cost 31/01/16 31/01/15
Opening balance 87,682 88,296
Transfers (61,822) (614)
Closing balance 25,860 87,682
Depreciation
Opening balance 6,192 5,487
Depreciation charge for the year (Note 6) 250 786
Transfers (1,734) (81)
Closing balance 4,708 6,192
Net carrying value 21,152 81,490

The total market value of the investment property at 31 January 2016 was approximately Euros 21,200 thousand (31 January 2015: Euros 83,000 thousand). This market value is supported, in the case of the most significant properties (81% of the total cost), by appraisals conducted in recent years, by independent valuers of acknowledged professional capacity and recent experience in relation to the location and category of the investment property being valued. The appraisals were conducted using a future cash flow discounting method based on the market prices of similar premises.

The transfers during the year relate to properties previously leased to third parties that are now being used by the Group.

In 2015 Euros 2,675 thousand (Euros 4,347 thousand in 2014) of rental income on these properties were included under “Net sales – Other sales and services rendered” (see note 2) in the consolidated income statement.

6.14. Rights over leased assets and other intangible assets

“Rights over leased assets” include amounts paid in respect of leasehold assignment, access premiums or tenancy right waivers and indemnities in order to lease commercial premises.

The payments for these rights are attributable to the leased assets and the related cost is allocated to profit or loss in accordance with the terms and conditions of the leases over the lease term.

At 31 January 2016, “Rights over leased assets” included items with an indefinite useful life amounting to Euros 133,130 thousand (Euros 128,697 thousand at 31 January 2015). The useful life of these assets is reviewed at year-end and no events or circumstances altering this indefinite useful life assessment were identified. The Group did not have any other intangible assets with an indefinite useful life.

“Other intangible assets” include basically amounts paid for the registration and use of Group brand names, industrial designs of items of clothing, footwear, accessories and household goods created during the year and the cost of software applications.

An impairment test and a sensitivity analysis were performed in relation to reasonably possible changes in the main fair value estimates and the results did not vary significantly (see note 31.2.g).

The detail of other intangible assets in the consolidated balance sheet and of the changes therein during 2015 and 2014 is as follows:

Rights over leased assets Patents and similar intangibles Software Other intangible assets Total
Cost
Balance at 01/02/2014 955,581 23,428 90,762 141,321 1,211,093
Acquisitions 74,493 1,816 29,691 62,001 168,001
Changes in consolidation scope - (120) (979) (15,262) (16,362)
Disposals (Note 6) (30,310) (89) (23,442) (50,448) (104,289)
Transfers (3,632) - 28 (27) (3,631)
Foreign exchange translation differences 14,113 - 429 12 14,554
Balance at 31/01/2015 1,010,246 25,035 96,489 137,597 1,269,367
Balance at 01/02/2015 1,010,246 25,035 96,489 137,597 1,269,367
Acquisitions 53,631 1,714 31,564 87,226 174,135
Disposals (Note 6) (18,328) (8) (7,527) (50,586) (76,449)
Transfers (19,825) 1,184 805 (4) (17,840)
Foreign exchange translation differences (17,538) (72) (421) (62) (18,093)
Balance at 31/01/2016 1,008,186 27,854 120,908 174,171 1,331,120
Amortization
Balance at 01/02/2014 435,098 12,106 45,958 63,675 556,837
Amortization charge for the year (Note 6) 53,203 2,040 14,900 50,089 120,232
Changes in consolidation scope - (103) (821) (10,579) (11,504)
Disposals (Note 6) (21,396) (89) (23,510) (48,060) (93,056)
Transfers (134) - 149 - 15
Foreign exchange translation differences 5,505 - 352 14 5,873
Balance at 31/01/2015 472,276 13,954 37,028 55,138 578,396
Balance at 01/02/2015 472,276 13,954 37,028 55,138 578,396
Amortization charge for the year (Note 6) 40,870 2,102 19,157 62,099 124,229
Disposals (Note 6) (8,735) (8) (7,710) (48,772) (65,225)
Transfers - 1,184 (1,184) - -
Foreign exchange translation differences (9,899) (72) (276) (42) (10,287)
Balance at 31/01/2016 494,512 17,161 47,015 68,423 627,112
Impairment losses (note 31.2.g)
Balance at 01/02/2014 11,564 - - 410 11,974
Impairment charge for the year (Note 6) 2,262 - 4 (24) 2,242
Amounts charge to profit or loss (Note 6) (3,617) - - (383) (4,000)
Disposals (Note 6) (3,535) - - - (3,535)
Transfers 139 - - - 139
Foreign exchange translation differences 41 - - - 41
Balance at 31/01/2015 6,855 - 4 2 6,855
Balance at 01/02/2015 6,855 - 4 2 6,855
Impairment charge for the year (Note 6) 4,830 - - 8 4,838
Amounts charge to profit or loss (Note 6) (1,251) - - - (1,251)
Disposals (Note 6) (1,226) - (3) (1) (1,230)
Transfers 15 - - - 15
Foreign exchange translation differences 5 - (1) - 4
Balance at 31/01/2016 9,227 - 1 9 9,238
Carrying amount
Balance at 31/01/2015 531,115 11,081 59,457 82,457 684,110
Balance at 31/01/2016 504,447 10,693 73,892 105,739 694,771

The Group capitalized Euros 24,824 thousand in 2015 (Euros 19,642 thousand in 2014) corresponding to software development activities that meet the requirements for capitalization under IAS 38. The Group also capitalized Euros 86,538 thousand (Euros 61,729 in 2014) in respect of the development of industrial designs and other intangibles associated with the Group’s activity that meet the requirements for capitalization under IAS 38.

6.15. Goodwill

The detail of this caption in the consolidated balance sheet and of the changes therein in 2015 and 2014 is as follows:

2015 2014
Opening balance 197,901 203,458
Foreign exchange translation differences (4,413) (5,557)
Closing balance 193,488 197,901
Investee 2015 2014
Stradivarius España, S.A. 53,253 53,253
BCN Diseños, S.A. de C.V. 11,447 13,600
Zara Polska, S.p. Zo.o. 32,819 34,632
Zao Zara CIS 8,254 8,655
Pull&Bear CIS 182 191
Stradivarius CIS 5,173 5,229
Zara Serbia, D.O.O. Belgrade 4,174 4,164
Pull & Bear Serbia, D.O.O. Belgrade 695 692
Massimo Dutti Serbia, D.O.O. Belgrade 835 833
Bershka Serbia, D.O.O. Belgrade 807 805
Stradivarius Serbia, D.O.O. Belgrade 728 726
Oysho Serbia, D.O.O. Belgrade 485 484
Inditex Montenegro, D.O.O. Podgorica 2,577 2,577
Massimo Dutti Benelux, N.V. 19,921 19,921
Italco Moda Italiana, LDA. 51,357 51,357
Z-Fashion Finland OY 781 781
Closing balance 193,488 197,901

Goodwill arising from the acquisition or termination of franchise contracts is equal to the value of intangible assets that did not meet with the requirements established in IFRS 3 for separate recognition. These requirements were essentially related to the capacity of the assets to generate future cash flows.

The recovery of the goodwill is adequately guaranteed through the profitability of the acquired companies, whose future cash flows support their carrying amount at year end (see note 31.2.g).

Also, sensitivity analyses were performed in relation to reasonably possible changes in the main fair value estimates and the recoverable amount is higher than the related carrying amount (see note 31.2.g).

6.16. Financial investments

The detail of this caption in the consolidated balance sheet and of the changes therein in 2015 and 2014 is as follows:

Loans and other credit facilities Investments accounted for using the equity method Others Total
Balance at 01/02/2014 18,130 - 2,504 20,634
Acquisitions 13,178 - - 13,178
Changes in consolidation scope 17,423 141,676 - 159,099
Disposals (31,007) - (36) (31,043)
Transfer to short term (10,616) - - (10,616)
Balance at 31/01/2015 7,109 141,676 2,468 151,253
Balance at 01/02/2015 7,109 141,676 2,468 151,253
Acquisitions 300 55,607 73 55,980
Disposals (267) (22,414) (748) (23,429)
Balance at 31/01/2016 7,142 174,869 1,793 183,804

The carrying amount of the ownership interest in the Tempe Group in the accompanying consolidated balance sheet does not differ significantly from the value of the Group’s share of the net assets of the Tempe Group (see note 27).

There are no significant restrictions of any kind on the Tempe Group’s ability to transfer funds to the Group in the form of cash dividends or the repayment of loans or advances granted by the Group.

6.17. Other non-current assets

The detail of this caption in the consolidated balance sheet and of the changes therein in 2015 and 2014 is as follows:

Guarantees Other Total
Balance at 01/02/2014 344,302 30,569 374,871
Acquisitions 104,992 18,795 123,787
Changes in consolidation scope (108) (2) (110)
Disposals (34,230) (197) (34,427)
Profit/(Loss) for the year 2 (3,570) (3,568)
Transfers (787) (3,543) (4,330)
Foreign exchange translation differences 15,154 769 15,925
Balance at 31/01/2015 429,324 42,822 472,146
Balance at 01/02/2015 429,324 42,822 472,146
Acquisitions 62,177 10,714 72,891
Disposals (16,255) (167) (16,422)
Profit/(Loss) for the year (4,097) (6,852) (10,949)
Transfers (5,004) 18,048 13,044
Foreign exchange translation differences (4,654) (2,253) (6,907)
Balance at 31/01/2016 461,490 62,312 523,802

The guarantees and deposits relate mainly to amounts deposited with owners of leased commercial premises to ensure compliance with the conditions stipulated in lease contracts (see note 24) and to amounts paid to secure compliance with contracts in force.

value as this value does not differ significantly from

6.18. Accounts payable

The detail of this caption in the consolidated balance sheet at 31 January 2016 and 2015 is as follows:

31/01/2016 31/01/2015
Trade payables 2,994,901 2,483,423
Personnel 406,187 281,792
Public entities 705,974 453,756
Other current payables 407,204 288,907
Total 4,514,266 3,507,878

The following table shows the information on the average period of payment to suppliers required by Law 15/2010, of 5 July:

Current period (2015) Days
Average period of payment to suppliers 34.02
Ratio of transactions settled 34.10
Ratio of transactions not yet settled 33.10
Current period (2015) Amount (euros)
Total payments made (in thousands of euros) 2,502,360
Total payments outstanding (in thousands of euros) 202,379

This information relates to suppliers and creditors of Group companies domiciled in Spain.

6.19. Net financial position

The detail of the Group’s net financial position is as follows:

31/01/2016 31/01/2015
Cash in hand and at banks 2,431,029 2,135,021
Short-term deposits 853,526 1,073,310
Fixed-income securities 940,972 589,599
Total cash and cash equivalents 4,225,527 3,797,930
Current financial investments 1,085,648 222,259
Current financial debt (10,254) (7,823)
Non-current financial debt (749) (2,265)
Net financial position 5,300,172 4,010,101

Cash in hand and at banks includes cash in hand and in demand deposits at banks. Short-term deposits and fixed-income securities comprise term deposits and money market investment funds that are used to acquire highly liquid, fixed-income securities with average weighted maturity of less than 90 days, a high credit rating and which are highly liquid and convertible to known amounts of cash and are subject to an insignificant risk of changes in value. All the balances under this caption are unrestricted as to their use and there are no guarantees or pledges attached to them.

“Current assets - Financial investments” on the asset side of the consolidated balance sheet relates mainly to investments in money market investment funds and fixed-income securities, with weighted average maturities ranging from 90 days to 12 months, all of which have high credit ratings and are highly liquid.

Details of Group bank loans and borrowings and obligations under finance leases are as follows:

31/01/2016 Current Non-current Total
Loans 8,511 - 8,511
Finance leases 1,743 749 2,492
Other financial debt - - -
10,254 749 11,003
31/01/2015 Current Non-current Total
Loans 4,607 - 4,607
Finance leases 3,216 2,232 5,448
Other financial debt - 33 33
7,823 2,265 10,088

At 31 January 2016, the Group had a limit of Euros 3,406,509 thousand on its credit facilities (Euros 3,204,535 thousand at 31 January 2015).

Interest on all the financial debt is negotiated by the Group on the respective financial markets and usually consists of a monetary market index plus a spread in line with the solvency of the Parent or the subsidiary that has arranged the debt.

Financial debt is denominated in the following currencies:

31/01/16 31/01/15
Euro 1,849 4,878
Turkish lira 3,562 -
Chinese yen 989 971
Russian ruble 4,597 2,453
Brazilian real - 1,772
Romanian leu 6 14
11,003 10,088

The maturity of the Group’s bank loans and borrowings at 31 January 2016 and 2015 is as follows:

31/01/16 31/01/15
Less than one year 10,254 7,823
Between one and five years 749 2,265
11,003 10,088

6.20. Provisions

The detail of this caption in the consolidated balance sheet and of the changes therein in 2015 and 2014 is as follows:

Pensions and similar obligations with personnel Liability Other provisions Total
Balance at 01/02/2014 32,195 92,730 22,844 147,768
Provisions recorded during the year 29,484 13,974 20,146 63,603
Changes in consolidation scope (128) (401) - (529)
Disposals - (8,704) (192) (8,896)
Transfers (1,896) (3,784) - (5,681)
Foreign exchange translation differences 1,244 (338) 3,439 4,345
Balance at 31/01/2015 60,898 93,477 46,236 200,611
Balance at 01/02/2015 60,898 93,477 46,236 200,611
Provisions recorded during the year 6,359 23,652 10,686 40,696
Disposals (652) (56,211) (2,360) (59,224)
Transfers (33,057) (2,035) - (35,092)
Foreign exchange translation differences (780) (1,442) 524 (1,698)
Balance at 31/01/2016 32,768 57,440 55,086 145,294

Provision for pensions and similar obligations with personnel

Certain group companies have undertaken to settle specific obligations with personnel. The Group has a provision to cover the liability corresponding to the estimated vested portion of these obligations at 31 January 2016. The estimated average payment period for the amounts provisioned is between three and five years.

Provision for liability

The amounts shown here correspond to current obligations from legal claims or constructive obligations deriving from past actions which include a probable outflow of resources that has been reliably estimated. At the date of preparation of these consolidated annual accounts, there were no legal proceedings whose final outcome could significantly affect the Group’s equity position.

In estimating the amounts provisioned at year-end, the Group used the following hypotheses and assumptions:

  • Maximum amount of the contingency
  • Foreseeable evolution and factors on which the contingency depends

The estimated average payment period for the amounts provisioned depends largely on the local legislation of each of the markets in which the Group operates. An analysis is performed each year of the portion that will foreseeably have to be paid the following year and the related amount is transferred to current payables.

The directors of Inditex consider that the provisions recorded in the consolidated balance sheet adequately cover risks deriving from litigation, arbitration and other contingencies and do not expect any liabilities additional to those recognized to arise therefrom.

6.21. Other non-current liabilities

The detail of this caption in the consolidated balance sheet and of the changes therein in 2015 and 2014 is as follows:

Options with shareholders (Note 5) Lease incentives Other Total
Balance at 01/02/2014 6,395 590,941 51,077 648,414
Acquisitions - 89,619 501 90,120
Changes in consolidation scope - (3) (2,780) (2,783)
Changes through profit or loss - 22,450 5,581 28,032
Disposals - (1,664) (253) (1,917)
Transfers (6,395) (41,598) (5,376) (53,369)
Foreign exchange translation differences - 7,267 8 7,275
Balance at 31/01/2015 - 667,013 48,758 715,771
Balance at 01/02/2015 - 667,013 48,758 715,771
Acquisitions - 140,510 12,986 153,496
Changes through profit or loss - 9,445 21,104 30,549
Transfers - (54,492) (9,117) (63,609)
Foreign exchange translation differences - (31,243) 1 (31,242)
Balance at 31/01/2016 - 731,234 73,732 804,966

6.22. Capital and reserves

Share capital

At 31 January 2016 and 2015, the Parent’s share capital amounted to Euros 93,499,560, represented by 3,116,652,000 fully subscribed and paid shares of Euros 0.03 par value each. All shares are of a single class and series, carry the same voting and dividend rights and are represented by book entries.

The Parent’s share premium at 31 January 2016 and 2015 amounted to Euros 20,379 thousand, while retained earnings amounted to Euros 3,334,142 thousand and Euros 3,018,476 thousand, respectively. The Parent’s legal reserve, amounting to Euros 18,700 thousand, has been appropriated in compliance with article 274 of the Spanish Companies Act, which requires that companies transfer 10% of profits for the year to a legal reserve until this reserve reaches an amount equal to 20% of share capital. The legal reserve is not distributable to shareholders and if it is used to offset losses, in the event that no other reserves are available, the reserve must be replenished with future profits. At 31 January 2016 and 2015, the Parent had appropriated to this reserve the minimum amount required by the Spanish Companies Act.

Of the total consolidated reserves at 31 January 2016, the restricted reserves amount to Euros 383,151 thousand (Euros 299,015 thousand at 31 January 2015), due mainly to domestic legal requirements which limit their distribution (basically bylaw reserves).

INDITEX shares are listed on the four Spanish stock exchanges. As shares are represented by book entries and the Company therefore does not maintain a record of shareholders, it is not possible to accurately know the share structure of the Company. According to public information registered with the Spanish Stock Exchange Commission, at 31 January 2016 the members of the Board of Directors owned, directly or indirectly, 59.36% of the Parent’s share capital, compared to 59.361% at 31 January 2015 (see note 29). At 31 January 2016, Pontegadea Inversiones, S.L. held 50.010% of the shares of INDITEX (Gartler, S.L. held 50.010% at 31 January 2015). In 2015, Gartler, S.L. was merged by absorption with Pontegadea Inversiones, S.L. through the transfer en bloc of its equity by universal succession.

Dividends

Dividends distributed by the Parent during 2015 and 2014 amounted to Euros 1,618,839 thousand and Euros 1,507,068 thousand, respectively. These amounts correspond to earnings of 0.52 euro cents per share in 2015 and 0.484 euro cents in 2014.

The distribution of profit proposed by the Board of Directors is shown in note 28.

Treasury shares

The annual general shareholders’ meeting held on 16 July 2013 approved a long-term share-based incentive plan (see note 26) and authorized the Board of Directors to derivatively acquire treasury shares to cater for that plan.

By virtue of the foregoing, the following treasury share acquisitions were made:

  • In 2014 1,250,000 treasury shares were acquired with an average acquisition cost of Euros 20.94 per share, representing 0.040% of the share capital.
  • Durante el ejercicio 2014, se adquirieron 1.250.000 acciones propias, con un coste medio de adquisición de 20,94 euros por acción, representativas del 0,040% del capital social.

In total, the Company holds 3,500,000 treasury shares representing 0.112% of the share capital.

6.23. Income taxes

With the exception of Industria de Diseño Textil, S.A. and Indipunt, S.L., the companies whose information is included in these consolidated annual accounts file individual tax returns.

Industria de Diseño Textil, S.A. is the parent of a group of companies that files consolidated tax returns in Spain. The consolidated tax group is composed of Industria de Diseño Textil, S.A., the Parent, and Spanish subsidiaries which comply with prevailing tax legislation for filing consolidated tax returns. The subsidiaries that comprise this tax group are the following:

Bershka BSK España, S.A. Lefties España, S.A. Stradivarius Diseño, S.L.
Bershka Diseño, S.L. Lefties Logística, S.A. Stradivarius España, S.A.
Bershka Logística, S.A. Massimo Dutti Diseño, S.L. Stradivarius Logística, S.A.
Born, S.A. Massimo Dutti Logística, S.A. Tordera Logística, S.L.
Choolet, S.A. Massimo Dutti, S.A. Trisko, S.A.
Comditel, S.A. Nikole, S.A. Uterqüe Diseño, S.L.
Confecciones Fíos, S.A. Nikole Diseño, S.L. Uterqüe España, S.A.
Confecciones Goa, S.A. Oysho Diseño, S.L. Uterqüe Logística, S.A.
Denllo, S.A. Oysho España, S.A. Uterqüe, S.A.
Fashion Logistics Forwarders, S.A. Oysho Logística, S.A. Zara Diseño, S.L.
Fashion Retail, S.A. Plataforma Cabanillas, S.A. Zara España, S.A.
Fibracolor, S.A. Plataforma Europa, S.A. Zara Home Diseño, S.L.
Fibracolor, S.A. Plataforma Europa, S.A. Zara Home Diseño, S.L.
Glencare, S.A. Plataforma Logística León, S.A. Zara Home España, S.A.
Goa-Invest, S.A. Plataforma Logística Meco, S.A. Zara Home Logística, S.A.
Grupo Massimo Dutti, S.A. Pull & Bear Diseño, S.L. Zara Logística, S.A.
Hampton, S.A. Pull & Bear España, S.A. Zara, S.A.
Inditex, S.A. Pull & Bear Logística, S.A. Zintura, S.A.
Inditex Logística, S.A. Samlor, S.A.
Kiddy's Class España, S.A. Stear, S.A.

Indipunt, S.L. is the parent of another tax group formed by it and the subsidiary Indipunt Diseño, S.L.

“Income tax receivable” in the consolidated balance sheet essentially corresponds to amounts recoverable from the tax authorities. “Trade and other receivables” in the consolidated balance sheet includes mainly the amount by which the input VAT exceeded output VAT.

“Income tax receivable” in the consolidated balance sheet essentially corresponds to amounts recoverable from the tax authorities. “Trade and other receivables” in the consolidated balance sheet includes mainly the amount by which the input VAT exceeded output VAT.

The income tax expense comprises both current and deferred tax. Current tax is the amount of income taxes payable in respect of the taxable profit for the year. Deferred tax is the amount of income taxes payable or recoverable in future years and arises from the recognition of deferred tax assets and liabilities.

The income tax expense comprises the following:

2015 2014
Current taxes 838,854 803,873
Deferred taxes 22,063 (69,230)

A reconciliation of the income tax expense under the prevailing Spanish general income tax rate to “Profit before tax” and the expense recorded in the consolidated income statements for 2015 and 2014 is as follows:

2015 2014
Consolidated accounting profit for the year before taxes 3,743,118 3,244,794
Tax expense at tax rate in force in the country of the Parent (30%) 1,048,073 973,438
Net permanent differences (166,149) (185,401)
Effect of application of different tax rates (129,728) (113,288)
Recognition of prior years' tax losses and tax credits - (1,561)
Adjustments to prior years' taxes 26,308 (4,651)
Tax withholdings and other adjustments 96,407 82,550
Adjustments to deferred tax assets and liabilities 1,574 649
Tax withholdings and tax benefits (15,568) (17,093)
Income tax expense 860,917 734,643

Permanent differences correspond mainly to non-deductible expenses, taxable income related to a contribution of rights to use certain assets to a subsidiary and the exemption of income from permanent establishments abroad.

As permitted by the prevailing tax legislation in each country, consolidated Group companies took tax credits amounting to Euros 15,568 thousand in 2016 (Euros 17,093 thousand at 31 January 2015). These tax credits and tax relief relate mainly to investments and, to a lesser extent, to other tax benefits.

Temporary differences are the difference between the carrying amount of an asset or liability and its tax base. The consolidated balance sheet at 31 January 2016 reflects the deferred tax assets and liabilities at that date.

Details of “Deferred tax assets” and “Deferred tax liabilities” in the accompanying consolidated balance sheet are as follows:

Deferred tax assets arising from: 2015 2014
Provisions 87,456 79,735
Non-current assets 153,496 179,929
Lease incentives 35,786 32,887
Valuation adjustments 43,207 29,808
Tax losses 101,537 75,898
Intra-Group transactions 158,938 147,337
Other 113,009 97,980
Total 693,429 643,574
Deferred tax liabilities arising from: 2015 2014
Leases 1,497 95
Intra-Group transactions 100,331 77,001
Non-current assets 99,201 62,680
Valuation adjustments 42,026 44,333
Other 42,140 56,716
Total 285,195 240,825

These balances were determined on the basis of the tax rates that, pursuant to the enacted tax legislation will be in force when they are expected to reverse and the tax rates may differ in some cases from the tax rates in force in the present year.

The expense for deferred income tax was adjusted for the difference between the balances calculated at the tax rate in force at the end of the present year and those calculated at the new tax rates at which they will reverse.

The movement in deferred tax assets and liabilities in 2015 and 2014 is as follows:

Deferred tax assets 2015 2014
Opening balance 643,574 529,664
Charge/Credit to profit or loss 64,881 81,491
Charge/Credit to equity (14,919) 39,583
Changes in consolidation scope - (7,164)
Transfers (107) -
Closing balance 693,429 643,574
Deferred tax liabilities 2015 2014
Opening balance 240,825 217,291
Charge/Credit to profit or loss 62,132 12,261
Charge/Credit to equity (17,655) 12,920
Changes in consolidation scope - (7,382)
Transfers (107) 5,735
Closing balance 285,195 240,825

At 31 January 2016, the Group had tax losses of Euros 399,889 thousand (Euros 310,875 thousand at 31 January 2015) which may be offset against future profits. The foregoing detail of deferred tax assets includes those relating to tax loss carryforwards, with a balance of Euros 101,537 thousand at 31 January 2016. The Group, based on the methodology established for verifying the existence of indications of impairment on its non-current assets (see note 31.2.g)), constructs the assumptions for analyzing the existence of sufficient taxable profits in the future to make it possible to offset the tax losses before they become statute-barred. Also, the Group takes into account the reversal at the same entity of the deferred tax liabilities relating to the same tax jurisdiction that might give rise to sufficient taxable amounts to be able to offset the unused tax losses. Therefore, the balance of the deferred tax assets recognized in the consolidated balance sheet is the result of that analysis of the total tax losses that the Group reported at year-end that, for the most part, will not be subject to any effective statute-of-limitations period.

Also, certain companies forming part of the consolidated Group have reserves which could be taxable if distributed. These consolidated annual accounts include the tax effect associated with the distribution if it is probable that the aforementioned distribution will arise in the foreseeable future. The deferred tax liabilities, associated with investments in subsidiaries, associates and permanent establishments, which were not recognized as they opted to apply the exemption provided for in IAS 12, amounted to Euros 8.6 million.

In addition, under the tax legislation applicable to the Parent of the Group, the dividends proposed or declared for the Parent’s shareholders before the annual accounts have been authorized for issue which have not been recognized as liabilities do not have any income tax consequences for the Parent.

In 2015 the tax audits at the Spanish companies were completed. The outcome of these tax audits is included in these consolidated annual accounts and their effect on thereon is not material. The years open to inspection by the tax authorities for the main applicable taxes vary depending on the tax legislation in each country in which the Group operates. Certain Group companies are being audited for tax purposes, including most notably those domiciled in Italy, France, Mexico and Turkey.

In any case, the Group does not expect that significant additional liabilities that might significantly affect the Group’s equity position or results will arise as a result of the tax audits in progress or those that could be carried out in the future in relation to periods that have not yet expired.

6.24. Operating leases

Most of the commercial premises from which the Group carries out its retail distribution activities are leased from third parties. These leases are classified as operating leases since there is no transfer of risks and rewards incidental to ownership because:

  • ownership of the asset is not transferred to the lessee at the end of the lease term;
  • the lessee does not have any option to purchase the leased asset;
  • the leases have an initial term of between 15 and 25 years, which is shorter than the estimated useful life of assets of this nature (see note 31.2.c);
  • at the inception of the lease the present value of the minimum lease payments does not amount to at least substantially all of the fair value of the leased asset.

Due to the presence of the Group in various different countries, the variety of legislation governing lease contracts, the diverse nature and economic status of the owners and other factors, there is a broad range of clauses regulating leases contracts.

In many cases the lease contracts simply establish a fixed rental payment, normally monthly, adjusted for inflation based on a price index. In other cases the amounts payable to the lessor are a percentage of the sales obtained by the Group in the leased premises. These variable lease payments or contingent rent may have minimum guaranteed amounts or certain rules of calculation attached. In some countries lease contracts are periodically indexed to market rates, which on occasion entails an increase in rent, but rent is not reduced when market rates fall. Occasionally, staggered rental payments are agreed, which means cash outflows can be reduced during the initial years of the use of commercial premises, although the expense is recognized on a straight-line basis (see note 31.2.q). Free rental periods are also frequently established in order to avoid having to pay rent when premises are being refurbished and prepared for opening.

Lease contracts also sometimes require lessees to pay certain amounts to the lessor, which, from an accounting perspective, could be considered advance rental payments, or to the previous tenants so that they waive certain rights or transfer them to the Group (leasehold assignment rights or different types of indemnities). These amounts are recognized as non-current assets (see note 14) and are generally amortized over the term of the lease contract.

On certain occasions, shopping center developers or the proprietors of leased premises make contributions towards the establishment of the Group’s business in their premises. These contributions are treated as lease incentives (see note 21) and are taken to income over the lease term.

A wide variety of situations also apply to the duration of lease contracts, which generally have an initial term of between 15 and 25 years. However, legislation in certain countries or the situations in which lease contracts are typically used means the duration of contacts is sometimes shorter.

In some countries, legislation or the lease contracts themselves protect the right of the lessee to terminate the contract provided that sufficient advance notice (e.g. three months) is given. In other cases, however, the Group is obliged to see out the full term of the contract, or at least a significant part thereof. Some contracts combine these obligations with get-out clauses that may only be exercised at certain times over the term of the contract (e.g. every five years or at the end of the tenth year).

Details of operating lease expenses are as follows:

2015 2014
Minimum payments 1,728,979 1,527,972
Contingent rents 358,455 321,592
2,087,434 1,849,564
Sublease income 4,340 3,676

Future minimum payments under non-cancelable operating leases are as follows:

Lease payments 2015
Less than one year One to five years Over five years
1,332,298 2,335,834 1,401,540
Lease payments 2014
Less than one year One to five years Over five years
1,232,193 2,049,044 1,253,640

6.25. Risk management and financial instruments

Financial risk management policy

The Group’s activities are exposed to various financial risks: market risk (foreign currency risk and interest rate risk) and other risks (credit risk, liquidity risk and country risk). The Group’s financial risk management policy centers on the uncertainty of financial markets and aims to minimize the potential adverse effects on the Group’s profitability.

This note provides information on the Group’s exposure to each of the aforementioned risks, the Group’s objectives, policies and processes for managing risk, the methods used to measure these risks, any changes from the previous year and the financial instruments used to mitigate the risks.

Foreign currency risk

The Group operates in an international environment and, accordingly, is exposed to foreign currency risk, particularly relating to the US dollar (the Euro is the Group’s reporting currency and the functional currency of the Parent) and, to a lesser extent, the Mexican peso, the Russian ruble, the Chinese renminbi, the Japanese yen and the pound sterling. Foreign currency risk arises on future commercial transactions, recognized assets and liabilities and net investments in foreign operations.

Foreign currency risk is managed in line with the corporate risk management model guidelines, which establish the ongoing monitoring of fluctuations in exchange rates and other measures designed to mitigate this risk mainly through the Group’s operational optimization with a view to minimizing the impact using natural hedges, the benefits of diversification as well as the arrangement of financial hedges.

Merchandise and goods for resale are partly acquired from foreign suppliers in US dollars. In accordance with prevailing foreign currency risk management policies, Group management arranges derivatives, mainly forward foreign currency purchase and sale (forwards) contracts, to hedge cash flow fluctuations on EUR/USD exchange rates. Occasionally the Group also uses non-derivative financial instruments as hedges (e.g. deposits held in currencies other than the euro), which are recognized under “Current financial investments”.

The Group’s head companies supply their subsidiaries with merchandise for sale to the end customers. With a view to reducing fluctuations in the value of expected cash flows in foreign currency arising from these intercompany transactions (denominated in currencies other than the euro), the Group uses financial derivatives, specifically, zero-premium option combinations.

Certain Group subsidiaries are granted internal financing denominated in currencies other than the euro. In accordance with prevailing foreign currency risk management policies, derivatives are arranged, mainly forward contracts and cross currency swaps, to hedge changes in fair value related to exchange rates.

As described in note 31.2.o, the Group applies hedge accounting to mitigate the volatility that the existence of significant foreign currency transactions would have on the consolidated income statement. Hedge accounting is used because the Group meets the requirements described in note 31.2.o on accounting policies to be able to classify financial instruments as accounting hedges.

The Group applies the special hedge accounting policies based on that established in the applicable accounting standards. As a result, these financial instruments have been formally designated as hedges and it has been observed that the hedges are highly effective. The expiry dates of hedging instruments have been negotiated so that they coincide with the expiry dates of the hedged items. In 2015, using hedge accounting, no significant amounts were recognized in profit or loss either in relation to gains or losses on transactions that did not occur or as a result of the ineffectiveness of the hedges.

Approximately 60% of the cash flows associated with hedges in US dollars are expected to be generated during the six months subsequent to year-end, while the remaining 40% is expected to be generated between six months to a year. It is also likely that the impact on consolidated profit and loss will arise during these periods. Regarding the hedging of cash flows arising from intercompany transactions to supply finished goods for sale to end customers, the derivatives have short-term time horizons aligned with expected cash flows.

The fair value of the hedging instruments was calculated as described in note 31.2.o.

In 2015, had the value of the euro increased by 10% compared to the US dollar and, as a result, compared to the rest of the foreign currencies linked to the US dollar, taking into consideration the average historical correlations in the last three, the hedging policy applied by the Group and all other things being equal, consolidated profit after income taxes would have been approximately Euros 172,846 thousand lower (Euros 84,250 thousand in 2014). Had the value of the euro dropped by 10%, consolidated profit after income taxes would have been approximately Euros 183,639 thousand higher (Euros 81,162 thousand in 2014), primarily because of the translation of subsidiaries’ annual accounts expressed in currencies other than the euro and the impact of merchandise purchases in US dollars.

Credit risk

The Group is not exposed to significant concentrations of credit risk as policies are in place to cover sales to franchises and retail sales comprise the vast majority of revenue. Collections are primarily made in cash or through credit card payments.

The Group adopts prudent criteria in its investment policy, the main objectives of which are to reduce the credit risk associated with investment products and the counterparty risk associated with financial institutions by establishing highly detailed analysis criteria.

Investment vehicles are rated using a selection of criteria, including, ratings from the three main rating agencies, the size of the investment vehicle, location and returns. All the investment vehicles have the maximum credit rating.

In addition to taking into account the credit ratings issued by the three main rating agencies, the Group considers the solvency, liquidity, asset quality and management prudence of the banks, as well as the performance potential of the bank in stressed conditions and standard probability of default models.

Based on the aforementioned counterparty risk considerations, the Group assigns a rating that determines the maximum permissible exposure for a given bank. A rigorous analysis of the counterparty does not completely eliminate credit risk and, therefore, these limits seek to guarantee a broad diversification of the banking book. This principle of diversification is also applied to the jurisdiction in which assets are held and the range of financial products used for investing purposes. In the specific case of short-term money market funds, the credit analysis and diversification principles are satisfied by the requisite fulfillment by the investment vehicle of domestic and regulatory requirements.

In relation to credit risk arising from commercial transactions, impairment losses are recognized for trade receivables when objective evidence exists that the Group will be unable to recover all the outstanding amounts in accordance with the original contractual conditions of the receivables. The amount of the impairment loss is the difference between the carrying amount of the asset and the present value of the estimated future cash flows, discounted at the effective interest rate. The amount of the impairment loss is recognized in the income statement. The impairment losses recognised on the balances presented under this caption amount to Euros 248 thousand (amount used of Euros 536 thousand in 2014) and correspond to doubtful trade receivables.

At 31 January 2016 and 2015, no significant outstanding balances existed. Furthermore, based on available historical data, the Group does not consider it necessary to make valuation adjustments to receivables which are not past due. The fair value of the receivables is equal to their carrying amount.

The main financial assets of the Group are shown under Financial Instruments: other information.

Liquidity risk

The Group is not exposed to significant liquidity risk, as it maintains sufficient cash and cash equivalents to meet the outflows of normal operations. In the event the Group requires financing, either in Euros or in other currencies, it reverts to loans, credit facilities or other types of financial instruments (see note 19).

Details of financial liabilities are disclosed in note 19, along with their expected maturities.

Interest rate risk

The Group’s exposure to interest rate risk, which is no case is significant, principally occurs in the following items:

  • Cash and cash equivalents: given the Group’s investment policy (see note 19), any changes in interest rates at year-end would not significantly affect consolidated profits.
  • Financial debt: given the amount of the Group’s external financing (see note 19), any change in interest rates at year-end would not significantly affect consolidated profits.
  • Discount rates: used in the calculation of the impairment loss on non-current assets (property, plant and equipment and intangible assets), goodwill and intangible assets with an indefinite useful life (see note 31.2.g).
  • Derivatives: given the type of hedging instruments arranged, the interest rate risk is not material.

The Group does not have any material financial assets or liabilities designated at fair value through profit or loss.

Country risk

The international presence of the Group’s business activities exposes it to the country risk of multiple geographies, in both its supply and its sales and distribution activities. The Group adapts its administrative and business processes in order to minimize country risk and take advantage of the benefits of geographical diversification.

One of the most significant indications of country risk is foreign currency risk and the possibility of exposure to limits and controls on the free circulation of cash flows due to the lack of currency convertibility, in current or capital account terms, or to unexpected restrictions on the movement of capital. The Group manages cash at corporate level based on a highly active repatriation policy aimed at reducing the aforementioned risks to a minimum.

At 31 January 2016, there was no significant risk in relation to the repatriation of funds or any material cash surpluses restricted as to their use by the Group or its subsidiaries. Similarly, there are no significant restrictions on the Group’s ability to realise the assets and settle the liabilities of its subsidiaries.

At 31 January 2016, the Group did not operate in markets in which there was more than one exchange rate.

Capital management

The Group’s capital management objectives are to safeguard the Group’s ability to continue operating as a going concern so that it can continue to generate returns for shareholders, benefit other stakeholders and maintain an optimum capital structure to reduce the cost of capital.

The Group manages its capital structure and makes adjustments thereto in response to changes in economic conditions. The current capital management policy is based on self-financing through funds generated by operations. The shareholder remuneration policy is detailed in note 28.

No significant changes to capital management were made during the year.

Financial instruments

At 31 January 2016 and 2015, the Group had arranged hedging derivatives, basically forward contracts on future purchases in US dollars and forwards to hedge intra-Group financing. The fair value of these derivatives is recognized under “Other financial assets” or “Other financial liabilities” depending on the related balance.

The detail of “Other financial assets” and “Other financial liabilities” in the consolidated balance sheet is as follows:

Other financial assets 2015 2014
Fair value of the hedging instruments 45,751 168,947
Total 45,751 168,947
Other financial liabilities 2015 2014
Fair value of the hedging instruments 50,264 55,711
Reciprocal call and put options (Note 5) 18,272 27,511
Total 68,536 83,222

The detail of the fair value (measured as indicated in note 31.2.o) of the hedging instruments for 2015 and 2014 is as follows:

2015
Other financial assets at fair value and classification on a fair value hierarchy
Description Level Fair value 2015 Transfer to income Transfer to income from equity Income recognise directly in equity Fair value 2014
OTC Derivatives
Foreign currency forwards 2 45,729 (71,079) (97,569) 45,429 168,947
Zero-premium option combinations 2 22 22 - - -
Total Derivatives 45,751 (71,057) (97,569) 45,429 168,947
Other financial liabilities at fair value and classification on a fair value hierarchy
Description Level Fair value 2015 Transfer to income Transfer to income from equity Income recognise directly in equity Fair value 2014
OTC Derivatives
Foreign currency forwards 2 33,634 (13,122) (972) 9,448 38,281
Zero-premium option combinations 2 26 26 - - -
Cross Currency Swap 2 16,562 277 762 (1,702) 17,226
Interest Rate Swap 2 41 (164) - - 204
Total Derivatives 50,264 (12,983) (211) 7,746 55,711
2014
Other financial assets at fair value and classification on a fair value hierarchy
Description Level Fair value 2014 Transfer to income Transfer to income from equity Income recognise directly in equity Fair value 2013
OTC Derivatives
Foreign currency forwards 2 168,947 59,162 (238) 97,569 12,454
Cross Currency Swap 2 - 1,459 (2,026) - 567
Total Derivatives 168,947 60,621 (2,265) 97,569 13,022
Other financial liabilities at fair value and classification on a fair value hierarchy
Description Level Fair value 2014 Transfer to income Transfer to income from equity Income recognise directly in equity Fair value 2013
OTC derivatives
Foreign currency forwards 2 38,281 19,621 (3,356) 972 21,044
Cross Currency Swap 2 17,226 17,988 - (762) -
Interest Rate Swap 2 204 (160) - - 364
Total Derivatives 55,711 37,448 (3,356) 211 21,408

There were no transfers among the various hierarchical levels (see note 31.2.o).

Financial instruments: other information

The main financial assets held by the Group, other than cash and cash equivalents and derivative financial instruments, comprise loans and receivables related to the Group’s principal activity and guarantees in relation to the lease of commercial premises, which are shown under other non-current assets. The main financial assets of the Group are as follows:

2015 2014
Cash and cash equivalents (Note 19) 4,225,527 3,797,930
Current financial investments (Note 19) 1,085,648 222,259
Trade receivables (Note 10) 163,765 182,496
Receivable due to sales to franchises (Note 10) 229,873 176,766
Other current receivables (Note 10) 122,288 96,070
Guarantees (Note 17) 461,490 429,324
Total 6,288,591 4,904,845

The financial liabilities of the Group mainly comprise debts and payables on commercial transactions.

The fair value of financial assets and liabilities measured at amortized cost does not differ substantially from their carrying amount, taking into account that in the majority of cases collection or payment is made in the short term. In 2015 no significant financial asset impairment losses were recognized.

6.26. Employee benefits

Defined benefit or contribution plan obligations

In general, the Group has no defined benefit or contribution plan obligations to its employees. However, in line with prevailing labor legislation or customary employment practice in certain countries, the Group assumes certain obligations related with the payment of specific amounts for accidents, illness, retirement, etc., to which employees sometimes contribute. The associated risk is partially or fully externalized through insurance policies.

Furthermore, in some countries employees receive a share of the profits generated by Group companies. Liabilities associated with these items are recognized under “Trade and other payables” and “Other non-current liabilities” in the consolidated balance sheet. The impact of these obligations on the consolidated income statement and the consolidated balance sheet is not significant.

Long-term cash-settled incentive plan

Inditex’s Board of Directors approved a deferred cash-settled incentive plan for members of the management team and other personnel from Inditex and its Group of companies. By complying with the terms of the plan, each beneficiary is entitled to receive an incentive up to the maximum assigned to him/her.

The plan started on 1 February 2013 and ended on 31 January 2016. Incentives are divided into an initial payment for the period ending 31 January 2015 and a final payment for the period ending 31 January 2016.

In order to be entitled to the initial and final payments the employees must, in addition to fulfilling the other terms and conditions provided for in the plan, have remained in the employ of Inditex or of any Inditex Group company in the period until the end of each of the aforementioned periods. In the cases in which early settlement occurs (e.g. death, retirement, permanent disability or unjustified dismissal), the incentive to which the employee in question might be entitled to, will be paid on the basis of the length of time effectively worked from the beginning of the term of the plan, as a proportion of the total duration of the plan or, in the case of the initial payment, as a proportion of the duration of the initial period.

The liability in this connection is recognized under “Trade and other payables” in the consolidated balance sheet and the period provision is reflected under “Operating expenses” in the consolidated income statement. The impact of these obligations on the consolidated income statement and the consolidated balance sheet is not material.

The long-term cash-settled incentive plan does not expose the Group to significant risks. There are no plan assets in this connection.

Long-term equity-settled incentive plan

The annual General Shareholders’ Meeting resolved to establish a long-term equity-settled incentive plan targeted at members of the management team and other personnel of Inditex and of its Group of companies whereby each beneficiary will be entitled, if the terms and conditions provided for in the plan are met, to receive up to the maximum number of shares designated to that beneficiary.

The plan consists of two mutually independent time periods: the first from 1 July 2013 to 30 June 2016 and the second from 1 July 2014 to 30 June 2017.

The amount relating to this plan is recognized under “Equity” in the consolidated balance sheet and the period expense is recognized under “Operating expenses” in the consolidated income statement. The impact of these obligations on the consolidated income statement and the consolidated balance sheet is not material.

The long-term equity-settled incentive plan does not expose the Group to significant risks.

To cater for the long-term equity-settled incentive plan, the Group acquired, as a plan asset, a sufficient number of treasury shares to be able to settle the future obligations (see note 22).

The number of shares received is calculated on the basis of a performance-based formula approved in the fifth resolution of the annual General Shareholders’ Meeting held on 16 July 2013.

In 2015 no shares were delivered under the long-term equity-settled incentive plan.

Extraordinary profit-sharing plan

In view of the Group’s performance in recent years the Board of Directors of Inditex approved a bonus plan for 2015-2016 as a means of enabling employees to participate in the company’s growth. The plan was set up for all the employees of the stores, manufacturing and logistics centers, and chains and subsidiaries around the world with more than two years of service within the Group. Among those participating in the plan the Group will distribute 10% of the increase in net profit for the year attributable to the Parent of the Group with respect to the prior year up to a maximum of 2% of total net profit. This group of employees includes around 78,000 individuals.

The plan covers two years. The first phase of the plan will be collected in 2016 based on the increase in the Group’s net profit in 2015 compared to 2014. The second phase will be executed in 2017 in the same way.

The plan will vest in 2015 and 2016.

The liability in this connection is recognized under “Trade and other payables” in the consolidated balance sheet and the period provision is reflected under “Operating expenses” in the consolidated income statement. The impact of these obligations on the consolidated income statement and the consolidated balance sheet is not material.

6.27. Jointly controlled entities

Inditex has a 50% stake in the group formed by the parent Tempe, S.A. and its subsidiaries, the detail of which is shown in the following table. The principal activity of these companies is the design, supply and distribution of footwear to Inditex Group companies, their main customer.

Company Effective % of ownership Location Consolidation method Reporting date Chain Line of business
Tempe, S.A. 50.00% Alicante - Spain Equity method 31-Jan. Multi-concept Sale of footwear
Tempe México, S.A. de C.V. 50.00% Mexico City - Mexico Equity method 31-Dec. Multi-concept Sale of footwear
Tempe Logística, S.A. 50.00% Alicante - Spain Equity method 31-Jan. Multi-concept Logistics
Tempe Brasil, Ltda. 50.00% Sao Paulo -Brazil Equity method 31-Dec. Multi-concept Sale of footwear
Tempe Diseño, S.L. 50.00% Alicante - Spain Equity method 31-Jan. Multi-concept Design
Tempe Trading 50.00% Fribourg - Switzerland Equity method 31-Oct. Multi-concept Dormant
Tempe Trading Asia Limited 50.00% Hong Kong - China Equity method 31-Jan. Multi-concept Sale of footwear
TMP Trading (Shanghai) Co., Ltd. 50.00% Shanghai- China Equity method 31-Dec. Multi-concept Sale of footwear

Set forth below is the financial information of the Tempe Group (expressed in thousands of euros), obtained from its consolidated annual accounts prepared in accordance with IFRSs, together with other relevant financial information:

2015 2014
Non-current assets 177,114 176,643
Current assets 534,289 498,888
Non-current liabilities (32,109) (41,630)
Current liabilities (299,210) (302,993)
Net assets 380,084 330,908
Revenues 1,117,422 963,457
Gross profit 324,890 240,019
Operating expenses (152,505) (132,452)
Amortization and depreciation (20,872) (20,222)
EBIT 152,470 87,345
Net profit 110,976 72,040

In 2015 the Group received dividends totalling Euros 22,414 thousand (Euros 30,035 thousand in 2014) from Tempe (see note 16).

6.28. Proposed distribution of the profit of the Parent

The directors will propose that the Euros 1,867,891 thousand of 2015 net profit of the Parent, which is the maximum amount distributable, be distributed as an ordinary dividend of Euros 0.46 per share and an extraordinary gross dividend of Euros 0.14 per share on the total outstanding shares, and that Euros 52,355 thousand be taken to voluntary reserves.

6.29. Remuneration of the Board of Directors and transactions with related parties

Remuneration of the Board of Directors

Remuneration earned by the Board of Directors and senior management during 2015 is shown in the section on transactions with related parties.

Other information concerning the Board of Directors

According to the public registers of the Spanish Stock Exchange Commission (CNMV), at 31 January 2016 the members of the Board of Directors held the following direct and indirect investments in the share capital of Inditex:

Name or company name of director Number of direct shares Number of indirect shares Percentage of capital
Mr. Pablo Isla Álvarez de Tejera 1,805,320 - 0.058%
Mr. Amancio Ortega Gaona - 1,848,000,315 1 59.294%
Mr. José Arnau Sierra 30,000 - 0.001%
PONTEGADEA INVERSIONES, S.L. 1,558,637,990 - 50.010%
Ms. Irene R. Miller 66,200 - 0.002%
Mr. José Luis Durán Schulz - - -
Mr. Rodrigo Echenique Gordillo - - -
Mr. Carlos Espinosa de los Monteros Bernaldo de Quirós 150,000 - 0.005%
Mr. Emilio Saracho Rodríguez de Torres - - -
Total 59.360%

1 Through Pontegadea Inversiones, S.L. and Partler 2006, S.L.

As required by article 229 of the Spanish Companies Act, amended by Law 31/2014, of 3 December, reforming that Law in order to improve corporate governance, the directors did not report any situation of direct or indirect conflict of interest that they or persons related to them might have with the Parent. One of the directors notified the Board of Directors of a potential situation of conflict of interest, which was duly recorded by the board. This situation did not arise in 2015.

When the Board of Directors deliberated on the appointment, re-election, acknowledgment and acceptance of resignation, placement of office at the disposal of the Board, remuneration or any resolution involving a person or company related to a director, the person affected left the meeting room during the deliberation of and voting on the related resolution. Also, the executive director left the meeting room during the deliberation of and voting on the appointment of the Coordinating Independent Director.

Related party transactions

Related parties are subsidiaries, jointly controlled entities and associates, details of which are shown in Appendix I to the consolidated annual accounts, as well as significant or controlling shareholders, members of the Board of Directors of Inditex and senior management of the Inditex Group, as well as their close relatives, as defined in article 2.3 of Spanish Ministry of Economy and Finance Order EHA/3050/2004, of 15 September, on information on related-party transactions that issuers of securities on official secondary markets must disclose. All amounts are expressed in thousands of euros.

The transactions with related parties were performed on an arm’s length basis.

Inditex Group companies

The transactions between Inditex and its subsidiaries form part of the normal course of business in terms of their purpose and terms and conditions, and were eliminated in full on consolidation and, therefore, they are not disclosed in this note.

The following tables show the transactions and outstanding balances between Inditex and its jointly controlled entities:

Transactions:

Type of company (Thousands of euros) 2015 2014
Jointly controlled entities (817,446) (730,840)

Saldos:

31/01/16 31/01/15
Current financial investments 2,634 11,037
Trade and other receivables 4,121 6,238
Non-current financial investments 181,112 148,145
Trade and other payables 250,636 152,129
Current financial debt 288 401

Details of operations with significant shareholders, the members of the Board of Directors and management are as follows:

Significant shareholders

In 2015 the transactions performed by the Inditex Group with Pontegadea Inversiones, S.L., Gartler, S.L., Partler 2006, S.L. or with persons or with companies related to them or with Rosp Corunna Participaciones Empresariales, S.L.U. or with persons or companies related to it were as follows:

FY 2015
Company name of significant shareholder Nature of relationship Type of transaction Amount
Pontegadea Inversiones, S.L., Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Lease of assets (33,726)
Pontegadea Inversiones, S.L., Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Lease of assets 171
Pontegadea Inversiones, S.L., Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Other expenses (20)
Pontegadea Inversiones, S.L., Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Products sales 70
Pontegadea Inversiones, S.L., Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Services rendered 6,090
Rosp Corunna Participaciones Empresariales, S.L.U. or related entities or persons Contractual Lease of assets (1,020)
Rosp Corunna Participaciones Empresariales, S.L.U. or related entities or persons Contractual Other expenses (180)
FY 2014
Company name of significant shareholder Nature of relationship Type of transaction Amount
Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Lease of assets (33,718)
Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Lease of assets 171
Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Other expenses (20)
Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Products sales 32
Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Services rendered 3,162
Rosp Corunna Participaciones Empresariales, S.L.U. or related entities or persons Contractual Lease of assets (1,421)
Rosp Corunna Participaciones Empresariales, S.L.U. or related entities or persons Contractual Other expenses (361)

Several group companies have leased commercial premises belonging to companies related to the controlling shareholder or to significant shareholders.

Members of the Board of Directors and management

The following tables show the remuneration and termination benefits earned by the directors and management of Inditex in 2015:

An itemized breakdown of the remuneration of the members of the Board of Directors in 2015 is as follows:

Type Remuneration of Remuneration of Deputy Chairman of Board of Directors Remuneration for serving on Committees and other Board of Directors Remuneration for chairing Committees Fixed remuneration Variable remuneration Multiannual variable remuneration Total 2015
Mr Pablo Isla Álvarez de Tejera Executive 100 3,250 3,300 5,520 12,170
Mr José Arnau Sierra Propietary 100 80 127 307
Mr Amancio Ortega Gaona Propietary 100 100
GARTLER, S.L. (1) Propietary 85 85
PONTEGADEA INVERSIONES S.L. (2) Propietary 15 15
Ms Irene R. Miller Independent 100 127 50 277
Mr Nils Smedegaard Andersen (3) Independent 45 45 90
Mr José Luis Durán Schulz (4) Independent 55 82 137
Mr Carlos Espinosa Bernaldo de Quirós Other external 100 127 227
Mr Rodrigo Echenique Gordillo Independent 100 127 50 277
Mr Emilio Saracho Rodríguez de Torres Independent 100 127 27 254
TOTAL 900 80 762 127 3,250 3,300 5,520 13,939

Notes:
(1) Represented by Ms Flora Pérez Marcote. Cessation of employment at 8 December 2015
(2) Represented by Ms Flora Pérez Marcote. Appointment at 9 December 2015
(3) Cessation of employment at 13 July 2015
(4) Appointment at 14 July 2015

An itemized breakdown of the remuneration of the members of the Board of Directors in 2014 is as follows:

Type Remuneration of Board members Remuneration of Deputy Chairman of Board of Directors Remuneration for serving on Committees and other Board of Directors Remuneration for chairing Committees Fixed remuneration Variable remuneration Multiannual variable remuneration Total 2014
Mr Pablo Isla Álvarez de Tejera Executive 100 3,250 2,600 1,980 7,930
Mr José Arnau Sierra Propietary 100 80 100 280
Mr Carlos Espinosa de los Monteros Bernaldo de Quirós Other external 100 173 23 296
Mr Rodrigo Echenique Gordillo (1) Independent 55 55 27 137
Ms Irene R. Miller Independent 100 100 50 250
Mr Nils Smedegaard Andersen Independent 100 100 200
Mr Emilio Saracho Rodríguez de Torres Independent 100 100 200
Mr Juan Manuel Urgoiti López de Ocaña (2) Independent 36 36 72
GARTLER, S.L .(3) Propietary 100 100
Mr Amancio Ortega Gaona Propietary 100 100
891 80 664 100 3,250 2,600 1,980 9,565

Notes:
(1) Appointment at 15 July 2014
(2) Cessation of employment at 10 June 2014
(3) Represented by Ms Flora Pérez Marcote

The following table shows the remuneration and termination benefits received by the senior management of the Inditex Group in 2015:

MANAGEMENT
Remuneration 36,220
Termination benefits -

The following table shows the remuneration and termination benefits received by the senior management of the Inditex Group in 2014:

MANAGEMENT
Remuneration 25,143
Termination benefits -

The aforementioned remuneration for 2015, includes the amount vested in 2015 under the long-term incentive plan (“the Plan”) targeted at management and other employees of the Inditex Group approved by Inditex in 2013 (the features of which are described in note 26). The incentive vested in 2015 under the aforementioned plan amounted to Euros 5,520 thousand for directors and Euros 14,444 thousand for senior management and will be paid in the first half of the 2016 reporting period. The incentive vested in 2014 under the aforementioned plan amounted to Euros 1,980 thousand for directors and Euros 5,181 thousand for senior management and will be paid in the first half of the 2015 reporting period.

From 2011 to 31 January 2015, the Chairman/CEO participated in a defined contribution benefits plan, consisting of a group life insurance policy contracted with a prestigious insurance company operating in the Spanish market. The contributions to the defined contribution benefits plan were paid by Inditex and settled in single annual installments each September for each of the aforementioned years. These annual contributions were equivalent to 50% of the fixed salary paid by Inditex to the CEO each year. No contribution was made to the plan in 2015. Inditex’s contribution to the Plan during 2014 amounted to Euros 1,625 thousand.

6.30. External auditors

In 2015 and 2014 the fees for financial audit and other services provided by the auditor of the Company’s annual accounts, or by companies related to these auditors as a result of a relationship of control, common ownership or common management, were as follows:

2015 2014
Audit services 5,678 5,085
Other assurance services 437 318
Total audit and similar services 6,115 5,403
Tax advisory services 306 254
Other services 726 628
Total professional services 7,147 6,285

The figures in the table above include the total fees for services rendered in 2015 and 2014, irrespective of the date of invoice.

In addition to the audit of the Inditex Group annual accounts, audit services rendered by Deloitte in 2015 and 2014 also include certain audit work related with the external audit.

According to information received from the auditors, fees received from the Inditex Group by the principal auditors and the rest of the firms belonging to the international network (and associated firms) do not exceed 0.024% of their total revenue.

6.31. Selected accounting policies

6.31.1. Basis of consolidation

i) Subsidiaries

Subsidiaries are entities controlled by the Parent. Control exists when the Parent has the power, directly or indirectly, to govern financial and operating policies (see Note 1). Subsidiaries are consolidated by aggregating the total amount of assets, liabilities, income, expenses and cash flows, after carrying out the adjustments and eliminations relating to intra-Group transactions. The results of subsidiaries acquired during the year are included in the consolidated annual accounts from the date that control commences. Details of subsidiaries are provided in Appendix I. Net identifiable assets acquired, liabilities and contingent liabilities assumed as part of a business combination are stated at their acquisition date fair value, providing this acquisition took place after 1 January 2004, the date of transition to EU-IFRSs.

For business combinations subsequent to that date, any consideration given plus the value assigned to non-controlling interests that is in excess of the net assets acquired and liabilities assumed is recognized as goodwill. Any shortfall determined between the consideration given, the value assigned to non-controlling interests and identifiable net assets acquired is recognized in profit and loss.

Acquisitions of shares in businesses subsequent to gaining control and partial disposals that do not result in a loss of control are recognized as transactions with shareholders in equity.

Non-controlling interests in the consolidated statement of changes in equity are presented separately from the consolidated equity attributable to equity holders of the Parent.

The results and each item of other comprehensive income are allocated to equity attributable to equity holders of the Parent and to non-controlling interests in proportion to their investment, even if this gives rise to a balance receivable from non-controlling interests. Agreements entered into between the Group and non-controlling interests are recognized as a separate transaction.

The share of non-controlling interests’ shareholders of the equity and results of subsidiaries are presented under “Equity attributable to non-controlling interests” and “Net profit attributable to non-controlling interests”, respectively. Details of subsidiaries are provided in Appendix I.

ii) Jointly controlled entities

Jointly controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement. As indicated in Note 1, on the basis of the analysis performed the Group classified these ownership interests as jointly controlled entities. Pursuant to IFRS 11, Joint Arrangements, these companies are accounted for using the equity method in the consolidated annual accounts.

iii) Harmonization of criteria

Each of the entities included in the consolidated Group prepares its annual accounts and other accounting records in accordance with the accounting policies and legislation applicable in the country of origin. When these accounting criteria and policies are different to those adopted by Inditex in the preparation of its consolidated annual accounts, they have been adjusted in order to present the consolidated annual accounts using homogenous accounting policies.

iv) Intra-Group eliminations

All intra-Group receivables, payables and transactions, and any unrealized gains or losses arising from transactions with third parties, are eliminated in the consolidation process.

v) Translation of annual accounts denominated in foreign currencies

The Group has applied the exemption relating to accumulated translation differences envisaged in IFRS 1 First-time Adoption of International Financial Reporting Standards and, therefore, any translation differences recognized in the consolidated annual accounts generated prior to 1 January 2004 are recorded under reserves. Since that date, the annual accounts of entities with a functional currency other than the euro are translated as follows:

  • Assets and liabilities are translated into Euros at the exchange rates prevailing at the balance sheet date.
  • Items that comprise the equity of these entities are translated to Euros at historical exchange rates (or, for retained earnings, at the average exchange rates for the year in which they were generated).
  • Income and expenses are translated into Euros at the exchange rates prevailing on the date on which they were recognized, while average exchange rates are used in the cases in which the application of this simplifying criterion does not generate significant differences.

Differences arising from the application of these exchange rates are included in consolidated equity under “Translation differences”.

However, exchange differences deriving from trade balances payable and receivable and financing operations between group companies, with foreseeable settlement, are recognized in the consolidated income statement for the year.

vi) Annual accounts in hyperinflationary countries

The annual accounts of foreign operations in countries considered to have hyperinflationary economies were adjusted prior to translation to Euros to account for the effect of changes in prices.

vii) Companies with a reporting date that differs from that of the Group

Companies with a reporting date which differs from that of the consolidated annual accounts were consolidated with the annual accounts at their closing date (see Appendix I). Significant operations carried out between the reporting date of these subsidiaries and that of the consolidated annual accounts are subject to a temporary unification process.

viii) Changes in the scope of consolidation

Appendix I lists all the entities included in the scope of consolidation. The detail of the main entities incorporated or acquired by the Group and consolidated for the first time in 2015 is as follows:

Companies incorporated:

Zara Home Österreich Clothing GMBH
Massimo Dutti Slovakia, S.R.O
Pull & Bear Luxembourg S.A
Zara Taiwan BV ITX Taiwan Branch
CDC Trading (Shanghai) CO LTD
Oysho Sverige, AB
Zara Home Retail South Africa (PTY) LTD.

Companies acquired:

Zara Vittorio 13 Italia, S.R.L

The inclusions in the consolidated Group referred to above did not have a material impact on the consolidated annual accounts for 2015.

6. 31.2. Accounting policies

Certain standards, amendments and interpretations recently came into force for years beginning on or after 1 January 2015.

It should be noted in this regard that the new standards with a potential impact on the Group are as follows:

  • Amendments to IAS 19, Defined Benefit Plans: Employee Contributions (issued in November 2013): The amendments were issued to allow employee contributions to be deducted from the service cost in the same period in which they are paid, provided certain requirements are met. Obligatory application in annual reporting periods beginning on or after 1 February 2015.
  • Improvements to IFRSs, 2010-2012 cycle (issued in December 2013), implying minor amendments to a series of standards. Obligatory application in annual reporting periods beginning on or after 1 February 2015.
  • Improvements to IFRSs, 2011-2013 cycle (issued in December 2013), implying minor amendments to a series of standards. Obligatory application in annual reporting periods beginning on or after 1 January 2015.
  • IFRIC 21, Levies (issued in May 2013). This interpretation addresses the accounting for a liability to pay a levy if that levy is within the scope of IAS 37. It also addresses the accounting for a liability to pay a levy whose amount and timing is certain. Obligatory application in annual reporting periods beginning on or after 17 June 2014.

The application of the aforementioned amendments and improvements did not give rise to a material impact on the Group’s annual accounts.

At the date of formal preparation of the consolidated annual accounts the following standards and interpretations with a potential impact on the Group had been issued by the IASB and adopted by the European Union although their application will be obligatory in annual reporting periods beginning on or after 1 January 2016, since they are not subject to early adoption:

  • Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortization (issued in May 2014) These amendments clarify the acceptable methods of depreciation and amortization of property, plant and equipment and intangible assets.
  • Amendments to IFRS 11, Accounting for Acquisitions of Interests in Joint Operations (issued in May 2014) The amendments provide guidance on the accounting for acquisitions of interests in joint operations in which the activity constitutes a business.
  • Improvements to IFRSs, 2012-2014 cycle (issued in September 2014), implying minor amendments to a series of standards.
  • Amendments to IAS 27, Equity Method in Separate Financial Statements (issued in August 2014). The amendments permit the use of the equity method in the separate financial statements of an investor.
  • Amendments to IASs 16 and 41, Bearer Plants (issued in June 2014) As a result of the amendments, bearer plants shall be measured at cost rather than at fair value.
  • Amendments to IAS 1, Disclosure Initiative (issued in December 2014). The amendments define various clarifications in relation to disclosures (materiality, aggregation, order of specific items within the notes to the financial statements, etc.)

The Group’s directors consider that, taking into account the business activities carried on by the Group companies, the future application of the aforementioned amendments and improvements will not have a material effect on the consolidated annual accounts.

Also, at the date of formal preparation of the consolidated annual accounts the following standards and interpretations with a potential impact on the Group had been issued by the IASB but had not become effective because they had not yet been adopted by the European Union:

  • IFRS 9, Financial Instruments (last phase issued in July 2014) Replaces the requirements in IAS 39 relating to the classification, measurement, recognition and derecognition of financial assets and financial liabilities. It will be of obligatory application in annual reporting periods beginning on or after 1 January 2018.
  • IFRS 14, Regulatory Deferral Accounts (issued in January 2014) The standard establishes the financial reporting requirements for regulatory deferral account balances that arise when an entity provides goods or services to customers at a price or rate that is subject to rate regulation. It will be of obligatory application in annual reporting periods beginning on or after 1 January 2016.
  • IFRS 15, Revenue from Contracts with Customers (issued in May 2014) New revenue recognition standard (supersedes IAS 11, IAS 18, IFRIC 13, IFRIC 15, IFRIC 18 and SIC 31). It will be of obligatory application in annual reporting periods beginning on or after 1 January 2018.
  • IFRS 16, Leases (issued in January 2016). New lease standard (supersedes IAS 17, IFRIC 4, SIC 15 and SIC 27). It will be of obligatory application in annual reporting periods beginning on or after 1 January 2019.
  • Amendments to IFRS 10, IFRS 12 and IAS 28, Investment Entities (issued in December 2014) The amendments establish clarifications on the consolidation exception for investment entities. It will be of obligatory application in annual reporting periods beginning on or after 1 January 2016.
  • The Group is analyzing the impact these new standards and amendments may have on the consolidated annual accounts. Also, certain standards and amendments will not have an impact due to their subject-matter (e.g. IFRS 14).

a) Foreign currency translation

Foreign currency transactions are translated to Euros using the exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to Euros at the exchange rates prevailing at that date. Exchange differences arising on translation are recognized in the income statement as financial results.

Cash flows from transactions in foreign currency are translated into Euros in the consolidated cash flow statement at the exchange rates prevailing at the transaction date. The effect of fluctuations in exchange rates on cash and cash equivalents expressed in foreign currencies is presented separately in the consolidated statement of cash flows under “Effect of exchange rate fluctuations on cash and cash equivalents”.

b) Property, plant and equipment

Items of property, plant and equipment are stated at cost, including any additional costs incurred until the assets are ready for their intended use, less accumulated depreciation and any impairment losses or write-downs that have to be recognized.

Depreciation is taken on a straight-line basis over the estimated useful lives of the assets.

The estimated average useful lives are as follows:

Asset description Useful life
Buildings 25 to 50 years
Fixtures, furniture and machinery (*) 8 to 15 years
Other property, plant and equipment 4 to 13 years

(*) In the case of assets located in leased premises, the depreciation rate is adapted to the estimated term of the lease if this is shorter than the useful lives of the assets.

The Group reassesses property, plant and equipment residual values, useful lives and depreciation methods at each reporting date. Modifications to initially established criteria are recognized as changes in estimates.

After initial recognition of an asset, only costs that will generate future economic benefits that can be classified as probable and be reliably estimated are capitalized.

Periodic maintenance, upkeep and repair costs are expensed as they are incurred.

c) Rights over leased assets

These rights, known as leasehold assignment rights, access premiums or tenancy right waivers, relate to the amounts paid for lease rights over premises for access to commercial premises, in which the acquirer and the new lessee are subrogated to the rights and obligations of the transferor and former lessee under the previous lease.

Since these rights arose as a result of an acquisition for consideration, they were recognized as assets in the accompanying consolidated balance sheet.

These assets are recognized at cost of acquisition. After initial recognition, they are stated at cost less accumulated amortization and any impairment losses and are amortized over the term of the lease contract, except when, for legal reasons, the rights do not lose value, in which case they are determined to be intangible assets with indefinite useful lives and are therefore systematically tested for impairment.

In order to assess the possible existence of impairment of these assets, the Group uses the procedures described in Note 31.2.g.

d) Other intangible assets

  • Intellectual property: intellectual property is charged for the amounts paid for the acquisition of title to or the right to use the related items, or for the expenses incurred in registration of the rights developed by the Group and is amortized on a straight-line basis over a maximum period of ten years.
  • Computer software: software is stated at cost and is amortized on a straight-line basis over a five-year period.
  • Industrial designs: these items are reflected at their cost of production, which includes the cost of samples, personnel costs and other directly or indirectly attributable costs, and are amortized on a straight-line basis over an estimated useful life of two years.

The Group reviews the intangible asset residual values, useful lives and amortization methods at the end of each reporting period. Modifications to initially established criteria are recognized, where applicable, as changes in estimates.

e) Financial investments

Investments in companies over which the Group does not exercise significant influence are stated at cost net of any impairment losses that have to be recognized.

f) Investment property

Investment property is made up of assets held to generate rental income or for capital appreciation or both, and is stated at cost of acquisition less accumulated depreciation and any impairment losses that have to be recognized. Depreciation is calculated on a straight-line basis over the useful lives of the corresponding assets.

Details of the market value of investment property are shown in note 13.

g) Impairment of non-current assets

The Group periodically assesses the possible existence of indications that its non-current assets (including goodwill and intangible assets with indefinite useful lives) might have become impaired in order to determine whether their recoverable amount is lower than their carrying amount (impairment loss). In the case of goodwill and intangible assets with indefinite useful lives the impairment tests are performed at least once a year, or more frequently if there are indications of impairment.

Impairment of non-current assets (property, plant and equipment and intangible assets) other than goodwill and intangible assets with an indefinite useful life

The Group has developed a general, systematic procedure for carrying out these impairment tests based on the monitoring of certain events or circumstances such as the performance of a store, operating decisions regarding the continuity of a particular location, or other circumstances which indicate that the value of an asset may not be recovered in full.

The recoverable amount of assets is the higher of fair value less costs to sell and value in use. Value in use is determined on the basis of the expected future cash flows for the period in which these assets are expected to generate revenue, forecast variations in the amount or distribution of the cash flows over time, the time value of money, the risk premium attached to the risk of uncertainty attached to the asset, and other factors which a market participant would consider in valuing the future cash flows from the asset.

Recoverable amount is determined for each individual asset, unless the asset does not generate cash inflows that are largely independent from those from other assets or groups of assets. For assets that do not generate cash inflows individually, the recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs.

Based on the actual management of operations, the Group has defined each of the commercial premises in which it carries out its activities (stores) as basic cash-generating units, although these basic units can be aggregated to concept-country level, or even to all the companies located in the same country. Group assets which are not clearly assignable under this scheme (for example industrial or logistics assets) are treated separately within the context of this general policy according to their specific nature.

The Group uses the budgets and business plans, which generally cover a period of between three and five years, of the various cash-generating units to which the assets are assigned. The key assumptions on which the budgets and business plans are based are estimated sales growth in comparable stores and the evolution of the operating expenses and gross profit of each of the cash-generating units, based on experience and knowledge of the trends in each of the markets in which the Group operates and on the macroeconomic indicators that reflect the current and foreseeable economic situation for each market.

The estimated cash flows are extrapolated to the period not covered by the business plan using a growth rate and expense structure that are similar to those of the last year of the business plan in the remaining term of the leases for the commercial premises or without any time limit in the case of company-managed premises (perpetual return).

The discount rate applied is usually a pre-tax measurement based on the risk-free rate for 10-year bonds issued by the governments in the relevant markets (or similar instruments, if no 10-year bonds have been issued), adjusted by a risk premium to reflect the increase in the risk of the investment per country and the systematic risk of the Group.

The average discount rate, resulting from those applied by the Group in the various markets, used for the purpose of calculating the present value of the estimated cash flows was as follows:

2015 average 2014 average
Americas 9.55% 9.00%
Asia and rest of the world 6.85% 6.94%
Spain 5.79% 5.46%
Rest of Europe 6.84% 7.04%
Total 7.32% 7.35%

The results obtained from the 2015 impairment test performed on non-current assets (property, plant and equipment and intangible assets), are shown in the tables of changes reflected in notes 12 and 14 to the consolidated annual accounts relating to property, plant and equipment and rights over leased assets and other intangible assets.

Also, the Group performed sensitivity analyses on the result of the impairment test to test its sensitivity to the following assumptions:

  • Increase of 100 basis points in the discount rate.
  • 5% reduction in future cash flows.

These sensitivity analyses performed separately for each of the aforementioned assumptions would disclose the existence of additional asset impairment amounting to Euros 1,587 thousand and Euros 1,217 thousand, respectively (Euros 1,385 thousand and Euros 1,241 thousand, respectively, in 2014).

Impairment of goodwill

Goodwill acquired through a business combination is allocated to the group of basic cash-generating units aggregated to concept-country level grouped together at chain-country level, for the purpose of performing the related impairment tests. This grouping is made on the basis of:

  • The degree of independence of the cash flows in each case.
  • The way in which the Group assesses the economic performance of its operations and the model with which its operations are conducted.
  • The degree to which the CGUs are subject to the same macroeconomic circumstances.
  • The level with which the goodwill would be naturally associated on the basis of the business model.

In any case, this grouping is never larger than an operating segment, as defined in IFRS 8.

Each year, or more often if there are indications of impairment, an impairment test is performed, using the methodology described in the preceding point, unless, if the CGU in question is an acquired company, the cash flow analysis is performed considering a period of five years, after which perpetual income is projected using a perpetuity growth rate of 2% with respect to the growth of the preceding period. The review of the impairment for 2015 did not disclose the need to recognise any impairment loss on goodwill.

Also, the Group performed sensitivity analyses on the result of the impairment test to test its sensitivity to the following assumptions:

  • Increase of 100 basis points in the discount rate.
  • Use of a perpetuity growth rate of 0%.
  • 5% reduction in future cash flows.

These sensitivity analyses performed separately for each of the aforementioned assumptions did not disclose the existence of any impairment in any case.

Impairment of intangible assets with an indefinite useful life

The intangible assets with an indefinite useful life are assigned to each of the commercial premises in which the Group carries on its business activities (stores).

These leasehold assignment rights are included in the calculation of the impairment of the non-current assets, as explained above.

Reversals of impairment losses

Reversals of impairment losses on non-current assets are recognized with a credit to “Amortization and depreciation” in the consolidated income statement, up to the limit of the carrying amount that the asset would have had, net of depreciation or amortization, had the impairment loss never been recognized, solely in those cases in which, once the internal and external factors have been assessed, it can be concluded that the indications of impairment that led to the recognition of the impairment losses have ceased to exist or have been partially reduced.

The reversal of an impairment loss on a cash-generating unit is distributed among its assets, except for goodwill, which is distributed in accordance with its carrying amount and taking into account the limitation set out in the preceding paragraph.

An impairment loss recognized for goodwill must not be reversed in a subsequent period.

h) Accounts receivable

Trade receivables are initially recognized at fair value. After initial recognition, they are stated at amortized cost in accordance with the effective interest method, less any impairment losses recognized.

Impairment losses are recognized on trade receivables when there is objective evidence that the Group will not be able to collect the entire amount owed by the debtor in accordance with the terms of the debt. The amount of the impairment loss is the difference between the carrying amount of the asset and the present value of the estimated future cash flows, discounted at the original interest rate. The amount of the impairment loss is recognized in the income statement.

i) Inventories

Inventories are measured at the lower of acquisition or production cost and net realizable value.

Cost comprises all the costs incurred in acquiring and transforming the inventories, as well as the design, logistics and transport costs and those directly allocable and incurred in bringing the inventories to their present location and condition.

Transformation costs comprise the costs directly related to the units produced and a systematically calculated portion of indirect, variable and fixed costs incurred during the transformation process.

Cost is calculated on a FIFO basis and includes the cost of materials consumed, labor and manufacturing expenses.

The cost of inventories is adjusted through the caption “Cost of merchandise” in the consolidated income statement when cost exceeds net realizable value. Net realizable value is considered as the following:

  • Raw materials and other supplies: replacement cost. However, raw materials and other supplies are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost.
  • Goods for resale: estimated selling price in the normal course of business.
  • Work in progress: the estimated selling price for the corresponding finished products, less estimated costs of completion.

j) Cash and cash equivalents

Cash and cash equivalents include cash on hand and demand deposits at financial institutions. They also include other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Investments which mature in less than three months from the acquisition date are also included.

In the statement of cash flows, bank overdrafts which are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents. Bank overdrafts are recognized in the consolidated balance sheet as financial liabilities from bank borrowings.

The Group classifies cash flows relating to interest and dividends paid and received as cash flows used in and obtained from investing and financing activities.

k) Current financial investments

Current financial investments include bank deposits and investments in investment funds that are not available at short term or that mature at between three and twelve months from acquisition.

The Group classifies cash flows relating to the amounts invested and received as cash flows from investing activities.

l) Employee benefits

Obligations acquired with Group personnel to be settled in the long term are estimated based on the dates on which they vest through the application, where appropriate, of actuarial assumptions. The Group has created a provision to cover the actuarial liability of the estimated portion vested at 31 January 2016.

Personnel expenses accrued during the year are determined based on the best estimate of how far the conditions of payment have been met and the period that has elapsed since the plan started.

Personnel expenses incurred by the Company in relation to the beneficiaries of the plans referred to in note 26 to the consolidated annual accounts are recognized in liability and equity accounts during the period in which the expenses are incurred.

m) Provisions and contingent liabilities

Provisions are recognized in the balance sheet when:

  • the Group has a present legal or constructive obligation as result of a past event;
  • it is probable that an outflow of economic benefits will be required to settle the obligation; and
  • the amount can be reliably estimated.

Provisions are based on the best information available at the date of preparation of the annual accounts and are revised at each balance sheet date.

If it is more likely than not that an outflow of resources will no longer be required to settle the obligation, the provision is reversed. The provision is reversed against the consolidated income statement item where the corresponding expense was recognized.

There are no risks that might give rise to significant future contingencies affecting the Group that have not already been taken into account in these consolidated annual accounts.

n) Financial liabilities

Financial liabilities, including trade and other payables, are initially recognized at fair value less any transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, the Group’s financial liabilities are measured at amortized cost using the effective interest method.

o) Derivatives and hedging operations

Financial instruments acquired by the Group to hedge forecast transactions in foreign currencies are initially recognized at fair value.

Foreign currency hedges relating to forecast transactions are treated as cash flow hedges, and therefore any gains or losses derived from measuring the instrument at fair value which correspond to the effective portion of the hedge are recognized in equity. The ineffective portion is taken to financial income or expenses, as appropriate.

Amounts recognized in equity are taken to income when the forecast transaction takes place with a charge or credit to the account in which it was recognized. Also, gains or losses recognized in equity are reclassified to finance income or expenses when the forecast transaction is not expected to occur. The fair value of the hedges is recognized, depending on whether it is positive or negative, under “Other financial assets” or “Other financial liabilities” in the accompanying consolidated balance sheet.

In order for financial instruments to qualify for hedge accounting, they are initially designated as such and the hedging relationship is documented. Also, the Group verifies initially and periodically over the life of the hedge, using “effectiveness tests”, that the hedging relationship remains effective, i.e., that it is prospectively foreseeable that changes in the fair value or cash flows from the hedged item (attributable to the hedged risk) are offset almost completely by changes in the fair value or cash flows of the hedging instrument and that, retrospectively, the gain or loss on the hedge was within a range of 80-125% of the gain or loss on the hedged item. Also, the ineffective portion of the hedging instrument is recognized immediately in the consolidated income statement.

The fair value of the hedging instruments has been calculated using measurement techniques based on the spot exchange rate and yield curves (Levels 1 and 2), based on the fair value hierarchy shown below:

Level 1

Fair value is calculated on the basis of quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2

Fair value is calculated on the basis of inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3

Unobservable inputs for the asset or liability.

The Group does not have any assets or liabilities assigned to this hierarchical level.

The measurement methodology, based on the aforementioned hierarchy, is as follows:

Level 1 instruments

The Group assigns certain fixed-income securities to this level and measures them at the prices in the active market in which they are traded.

Level 2 instruments

The Group assigns the assets and liabilities associated with its OTC derivative positions and measures them using observable market inputs.

Accordingly, the fair value of the hedging instruments arranged by the Group is calculated as follows:

Foreign currency forwards

Fair value measurement:

Foreign currency forwards are basically measured by comparing the contract strike price (agreed delivery price) with the market forward rate for expiration of the contract. Once the estimated future settlement of the contract has been obtained based on the aforementioned comparison (in euros), the settlement is discounted using the risk free zero coupon yield curve (or the interbank yield). This risk free valuation is subsequently adjusted to include each parties’ credit risk, both the risk corresponding to the counterparty (Credit Value Adjustment (“CVA”) or the market value of counterparty credit risk) and own risk (Debit Value Adjustment (“DVA”) or own default risk).

The CVA and the DVA are calculated by multiplying the estimated exposure by the probability of default and the loss severity (which measures the loss given default). Where possible, the probability of default or default and the assumed recovery amount in the event of default are obtained from market CDSs or from other observable market inputs. The CVA and the DVA calculations are netted for each counterparty with which the entity has a netting agreement for the derivative positions in the event of default.

Cross-currency swap

Fair value measurement:

  • Cross currency swaps are basically measured by discounting the future cash flows of each leg of the derivative (swap) with the corresponding risk free yield (in the applicable currency). The present value of the leg that is not denominated in Euros is then translated to Euros (using the current spot exchange rate) and calculating the risk free value as the difference between the present value of the receive leg and the present value of the pay leg. The discount curves are adjusted for the cross currency (basis) swap corresponding to the two currencies.
  • The risk free yield is then adjusted to include the credit risk adjustment: both the CVA (Credit Value Adjustment - credit risk of the counterparty)) and the DVA (Debit Value Adjustment - own default risk).
  • The CVA and the DVA are calculated by multiplying the estimated exposure by the probability of default and the loss severity (which measures the loss given default). Where possible, the probability of default or default and the assumed recovery amount in the event of default are obtained from market CDSs or from other observable market inputs.
  • The CVA and the DVA calculations are netted for each counterparty with which the entity has a netting agreement for the derivative positions in the event of default.

Zero premium option combinations

Fair value measurement:

Valuation of zero-premium options is based on the stochastic local volatility (“SLV”) model using a Monte Carlo simulation. The valuation depends on the implied volatility of the standard option contracts as well as the dynamics of the implied volatilities.

p) Revenue recognition

The sale of goods is recognized when the significant risks and rewards of ownership of the goods are transferred.

Sales of goods to franchises are recognized when the aforementioned conditions are met and when revenue can be reliably determined and collection is considered probable.

The Group sells certain assets with the right for the buyers to return the goods. In these cases, the sale of the goods is recognized when the above conditions are met and it is possible to reliably estimate future returns based on experience and other relevant factors. Estimated returns are recognized with a credit to the provision for sales returns, and are recorded as inventories, net of the effect of any reduction in value.

Rental income is recognized on a straight-line basis over the term of the lease.

Revenue from royalties is recognized using the accrual principle based on the substance of the contracts, providing collection is considered probable and the amount can be reliably estimated.

q) Leases

Lease contracts in which the significant risks and rewards inherent to ownership of the asset are substantially transferred to third parties are classified as finance leases. All other leases are classified as operating leases.

Assets acquired through a finance lease are recognized as non-current assets at the lower of the present value of the future lease payments and the fair value of the leased asset, while the corresponding debt with the lessor is recognized as a liability. Lease payments are apportioned between the reduction of the outstanding liability and the finance charge, which is recorded as a financial expense during the year.

Assets acquired through a finance lease are recognized as non-current assets at the lower of the present value of the future lease payments and the fair value of the leased asset, while the corresponding debt with the lessor is recognized as a liability. Lease payments are apportioned between the reduction of the outstanding liability and the finance charge, which is recorded as a financial expense during the year.

Incentives received from shopping center developers or owners of commercial premises (mainly contributions to construction work and grace periods) are recognized as non-current liabilities under “Other non-current liabilities – Lease incentives” and under “Trade and other payables”, the portion expected to be charged to income in the coming year. They are booked as a reduction in rental expense under “Other operating expenses” on a straight-line basis over the term of the respective lease contracts.

r) Financial income and expenses

Finance income and expenses are recognized on an accrual basis using the effective interest method. Dividend income is recognized when the right to receive payment is established.

s) Income tax

The income tax expense for the year comprises current tax and deferred tax. Income tax comprises current and deferred tax and is recognized in the income statement and included in the determination of net profit or loss for the year, except to the extent that it relates to a transaction which has been recognized in equity in the same or previous years, in which case it is charged or credited to equity, or to a business combination.

Current tax is the tax expected to be paid or recovered in the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable or recoverable in respect of previous years.

Deferred tax is calculated using the balance sheet liability method, which provides for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for tax purposes. Deferred tax liabilities comprise income tax amounts payable in the future on account of taxable temporary differences while deferred tax assets are amounts recoverable due to the existence of deductible temporary differences, tax loss or tax credit carryforwards.

The Group recognizes deferred tax assets and liabilities derived from temporary differences, except those relating to the initial recognition of an asset or liability in a transaction which is not a business combination and which did not affect either accounting or taxable profit (losses), or in the case of deferred taxes, where temporary differences are related to the initial recognition of goodwill. Deferred tax assets and liabilities are also recognized for temporary differences relating to investments in subsidiaries, except when the Parent can control their reversal and the temporary differences will probably not reverse in the foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the years when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date and reflecting the tax consequences that would follow from the manner in which the Group expects to recover or settle the carrying amount of its assets or liabilities.

Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets, whether recognized or not, are reviewed at each balance sheet date.

The Group only offsets current tax assets and liabilities if it has a legally enforceable right to set off the recognized amounts and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax assets and liabilities are recognized in the consolidated balance sheet under non-current assets or liabilities, irrespective of the expected date of realization or settlement.

t) Current and non-current assets and liabilities

The Group classifies assets and liabilities as current and non-current. Assets and liabilities are classified as current when they are expected to be realized or settled within twelve months of the balance sheet date, and are otherwise classified as non-current.

Assets and liabilities are not netted unless there are specific requirements to the contrary or a standard or interpretation so permits.

u) Treasury shares

Treasury shares acquired by the Group have been presented separately at cost as a reduction in equity in the consolidated balance sheet, and no gains or losses have been recorded as a result of transactions carried out with treasury shares.

Costs incurred in treasury share transactions are recorded as a reduction in equity, after consideration of any tax effect.

6.32. Environment

In view of the business activities carried on by the Group, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in these notes to the consolidated annual accounts.

6.33. Events after the reporting period

At the date of preparation of these consolidated annual accounts no matters had been disclosed that might modify the consolidated annual accounts or give rise to disclosures additional to those already included in these consolidated annual accounts.

6.34. Explanation added for translation to English

These consolidated annual accounts are presented on the basis of the regulatory financial reporting framework applicable to the Group (see first page of the notes). Certain accounting practices applied by the Group that conform with that regulatory framework may not conform with other generally accepted accounting principles and rules.