6. Notes to the consolidated annual accounts of the Inditex group at 31 january 2015

Translation of consolidated annual accounts originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (Group) (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 2014 were prepared by the directors on 17 March 2015 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 2013 were approved by the annual general shareholders’ meeting held on 15 July 2014.

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 2014 will hereinafter be referred to as “2013”, the period ended 31 January 2015 as “2014”, 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 2014 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 2015, 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 2014 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 (see notes 2 and 3 for detailed information on the items included in these income statement line items). The percentage Gross Profit is calculated as the Gross Profit in absolute terms as a percentage of net sales.
  • EBITDA: earnings before interest, results of companies accounted for using the equity method, taxes, depreciation and amortisation, calculated as the gross margin less operating expenses and other losses and income, net.
  • EBIT: earnings before interest, results of companies accounted for using the equity method and taxes, calculated as EBITDA less amortisation and depreciation

In preparing the consolidated annual accounts at 31 January 2015 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-cancellable operating lease payments.
  • The recovery of deferred tax assets.

Although these estimates were made on the basis of the best information available at 31 January 2015 and 2014, 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 bases 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 the companies over which Inditex exercises control through ownership of all or the majority of the share capital and voting power, 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 centres of the various commercial formats to stores throughout each season. This system essentially operates through centralized logistics centres for each concept in which inventory is stored and distributed to stores worldwide.

At 31 January 2015 the various Group formats had stores in 88 markets, 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

At 31 January 2014, the geographical distribution of stores was as follows:

Number of stores Company managed Franchises Total
Spain 1,820 38 1,858
Rest of Europe 2,607 137 2,744
Americas 424 124 548
Rest of the World 657 533 1,190
Total 5,508 832 6,340

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 2014 and 2013 are as follows:

2014 2013
Net sales in company-managed stores 16,557,273 15,209,964
Net sales to franchises 1,357,797 1,315,910
Other sales and services rendered 201,464 198,565
Total 18,116,534 16,724,439

6.3. Cost of sales

Details for 2014 and 2013 are as follows:

2014 2013
Raw materials and consumables 7,730,274 6,897,088
Change in inventories (182,637) (95,582)
Total 7,547,637 6,801,507

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:

2014 2013
Personnel expenses 2,932,204 2,697,734
Operating leases (note 24) 1,849,564 1,656,310
Other operating expenses 1,675,801 1,644,219
Total 6,457,569 5,998,264

The detail of the headcount, by category, at 31 January 2015 is as follows:

Gender
Categories 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

At 31 January 2014, the distribution was as follows: Gender
Categories W M Total
Manufacturing and logistics 3,604 4,313 7,917
Central services 5,769 3,464 9,233
Stores 90,173 20,990 111,163
Total 99,546 28,767 128,313

The detail of the headcount in both years includes the employees of the Inditex Group companies and those of the Tempe Group companies.

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 call options on 5% of the share capital of Zara México, S.A. de C.V., owned by the 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.

At 31 January 2014, the Group held call options on 3% of the share capital of Bershka México, S.A. de C.V., on 1.5% of the share capital of Oysho México, S.A. de C.V., on 1.5% of the share capital of Pull&Bear México, S.A. de C.V., on 1.5% of the share capital of Zara Home México, S.A. de C.V. and on 2% of the share capital of Massimo Dutti México, S.A. de C.V. owned by a non-controlling shareholder. On 21 July 2014, the Group exercised those call options and became the sole shareholder of those companies.

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 20% of the share capital of Group Zara Australia, PTY. LTD. This 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. Amortisation and depreciation

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

2014 2013
Amortisation and depreciation charge (notes 12, 13, 14 and 17) 861,955 810,963
Variation in impairment losses (notes 12 and 14) 1,470 6,755
Profit/(loss) on assets (notes 12 and 14) 65,000 51,374
Others (23,538) (14,002)
904,887 855,090

“Other” relates mainly to gains on non-current asset sales and other transactions recognised directly in equity.

6.7. Financial results

Details of “Financial results” in the consolidated income statements for 2014 and 2013 are as follows:

2014 2013
Interest income 25,959 22,477
Foreign exchange gains 54,331 8,140
Total income 80,290 30,617
Other finance costs (9,912) (11,109)
Foreign exchange losses (55,895) (37,691)
Total expenses (65,807) (48,800)
Total 14,483 (18,182)

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 3,113,773,370 in 2014 and 3,115,562,173 in 2013. The earnings per share in 2014 were calculated on the basis of the equivalent number of shares outstanding at year-end following the stock split (see note 22).

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 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 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

FY 2013

ZARA Bershka Other Total
Sales to third parties 10,803,540 1,556,152 4,364,747 16,724,439
Segment EBITDA 2,089,031 240,564 741,285 3,070,880
Amortization and depreciation 534,861 84,610 235,619 855,090
Segment total assets 10,243,434 827,006 2,685,822 13,756,261
ROCE 31% 46% 46% 35%
Number of stores 1,991 954 3,395 6,340

For the purposes of the reconciliation with the consolidated financial statements, sales to third parties relate to “Sales” in the consolidated income statement and the amortisation and depreciation corresponds to “Amortisation and depreciation” in the consolidated income statement.

The segment result refers to the operating result (EBIT) of the segment. Income and expenses which are considered 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.

Return on Capital Employed (ROCE) is defined as the ratio between the segment’s result for the year (EBIT) and the average capital employed (equity and, where applicable, net financial debt).

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.

Sales Non-current assets
2014 2013 31/01/15 31/01/14
Spain 3,706,663 3,529,014 2,541,139 2,303,471
Other 14,409,872 13,195,424 5,086,333 4,158,165
Rest of Europe 8,723,851 8,011,771 2,864,143 2,673,337
Americas 2,445,948 2,272,230 1,204,289 696,168
Asia and rest of the world 3,240,073 2,911,424 1,017,901 788,660
Total 18,116,534 16,724,439 7,627,472 6,461,636

6.10. Trade and other receivables

Details at 31 January 2015 and 2014 are as follows:

31/01/15 31/01/14
Trade receivables 182,496 145,977
Receivables due to sales to franchises 176,766 162,039
Public entities 406,479 446,047
Other current receivables 96,070 61,164
Total 861,811 815,227

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 centre developers (see note 24) and outstanding balances on sundry operations, largely advances from creditors to sales representatives.

6.11. Inventories

Details at 31 January 2015 and 2014 are as follows:

31/01/15 31/01/14
Raw materials and consumables 64,925 52,034
Goods in process 22,237 35,789
Finished goods for sale 1,772,354 1,589,056
Total 1,859,516 1,676,879

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
Cost
Balance at 01/02/2013 1,463,989 6,766,147 311,421 194,518 8,736,075
Acquisitions 10,315 1,047,333 58,841 219,394 1,335,884
Changes in consolidation scope - 14,292 1,139 78 15,510
Disposals (5,010) (402,493) (21,760) (684) (429,946)
Transfers 16,487 67,512 9,045 (115,952) (22,908)
Foreign exchange translation differences (598) (150,962) (8,861) (6,683) (167,104)
Balance at 31/01/2014 1,485,184 7,341,830 349,825 290,671 9,467,511
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
Depreciation
Balance at 01/02/2013 204,206 3,604,666 168,049 - 3,976,921
Depreciation charge for the year 22,887 630,716 44,122 - 697,725
Changes in consolidation scope - 6,653 391 - 7,044
Disposals (1,184) (340,873) (18,409) - (360,466)
Transfers 24,116 (28,792) (2,426) - (7,102)
Foreign exchange translation differences (408) (55,456) (4,418) - (60,281)
Balance at 31/01/2014 249,617 3,816,914 187,310 - 4,253,841
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
Impairment losses (note 31.2 g) -
Balance at 01/02/2013 - 96,747 - - 96,747
Charge for the year 110 31,520 889 - 32,520
Amounts charged to profit or loss (113) (24,883) (81) - (25,077)
Disposals 2 (21,376) (538) - (21,912)
Transfers 1,507 (7,802) 1,043 - (5,253)
Balance at 31/01/2014 1,506 73,287 1,296 - 76,089
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
Carrying amount
Balance at 31/01/2014 1,234,061 3,451,630 161,219 290,671 5,137,581
Balance at 31/01/2015 1,383,329 3,956,184 229,948 471,113 6,040,573

The additions to “Work in progress” in 2014 include the amount of the investment made to acquire premises in New York which will house a global benchmark flagship Zara store.

In 2014 there were no material additions to “Land and buildings”. “Other plant and equipment” includes, inter alia, information technology equipment and motor vehicles.

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)

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 1,708,698 thousand and euros 1,548,964 thousand at 31 January 2015 and 31 January 2014, respectively.

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 programmes 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 company concerned

6.13. Investment property

Investment property mainly relates to premises and other properties leased to third parties. The changes in this caption during 2014 and 2013 were as follows:

Cost 31/01/15 31/01/14
Opening balance 88,296 87,052
Acquisitions - 38
Transfers (614) 1,206
Closing balance 87,682 88,296
Depreciation 31/01/15 31/01/14
Opening balance 5,487 4,485
Depreciation charge for the year (Note 6) 786 751
Transfers (81) 251
Closing balance 6,192 5,487
Net carrying value 81,490 82,809

The total market value of the investment property at 31 January 2015 was approximately euros 83,000 thousand (31 January 2014: euros 83,000 thousand). This market value is supported, in the case of the most significant properties (91% of the total cost), by appraisals conducted in 2012 and 2013 by an 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.

In 2014 euros 4,347 thousand (euros 4,765 thousand in 2013) 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 2015, the Group had included under “Rights over leased assets” items with an indefinite useful life amounting to euros 128,697 thousand (euros 169,900 thousand at 31 January 2014). 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 does did not have other any intangible assets with an indefinite useful life.

“Other intangible assets” include 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).

Details of other intangible assets and changes during 2014 and 2013 are as follows:

Balance at 01/02/2013Saldo a 01/02/2013
Rights over leased assets Patents and similar intangibles Software Other intangible assets Total
Cost
Balance at 01/02/2013 917,693 23,033 68,951 158,389 1,168,066
Acquisitions 76,025 1,891 22,811 53,650 154,377
Changes in consolidation scope - - 13 - 13
Disposals (23,555) (1,495) (340) (71,086) (96,476)
Transfers (3,151) - (62) 443 (2,771)
Foreign exchange translation differences (11,430) - (611) (75) (12,116)
Balance at 31/01/2014 955,581 23,428 90,762 141,321 1,211,093
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
Depreciation
412,748 11,650 30,811 82,586 537,794
Amortization charge for the year 40,363 1,950 15,969 49,838 108,120
Changes in consolidation scope - - 8 - 8
Disposals (19,353) (1,495) (331) (69,202) (90,380)
Transfers 6,884 2 (81) 527 7,332
Foreign exchange translation differences (5,543) - (419) (74) (6,037)
Balance at 31/01/2014 435,098 12,106 45,958 63,675 556,837
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
Impairment losses (note 31.2-g)
Balance at 01/02/2013 17,472 - - - 17,472
Impairment charge for the year 2,977 - - - 2,977
Amounts charge to profit or loss (3,648) - - (17) (3,665)
Disposals (1,798) - - (492) (2,290)
Transfers (3,349) - - 919 (2,431)
Foreign exchange translation differences (90) - - - (90)
Balance at 31/01/2014 11,564 - - 410 11,974
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 6,861
Carrying amount
Balance at 31/01/2014 508,919 11,322 44,805 77,236 642,282
Balance at 31/01/2015 531,115 11,081 59,457 82,457 684,110

The Group capitalized euros 19,642 thousand in 2014 (euros 13,401 thousand in 2013) corresponding to software development activities that meet the requirements for capitalization under IAS 38. The Group also capitalized euros 61,729 thousand (euros 53,481 in 2013) in respect of industrial designs 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 2014 and 2013 is as follows:

2014 2013
Opening balance 203,458 207,089
Acquisitions - 781
Disposals - -
Foreign exchange translation differences (5,557) (4,412)
Closing balance 197,901 203,458
Investee 2014 2013
Stradivarius España, S.A. 53,253 53,253
BCN Designs, S.A. de C.V. 13,600 12,609
Zara Polska, S.p. Zo.o. 34,632 34,397
Zao Zara CIS 8,655 14,056
Pull&Bear CIS 191 310
Stradivarius CIS 5,229 5,984
Zara Serbia, D.O.O. Belgrade 4,164 4,437
Pull&Bear Serbia, D.O.O. Belgrade 692 738
Massimo Dutti SSerbia, D.O.O. Belgrade 833 888
Bershka Serbia, D.O.O. Belgrade 805 858
Stradivarius Serbia, D.O.O. Belgrade 726 774
Oysho Serbia, D.O.O. Belgrade 484 516
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 197,901 203,458

In 2013 the Group acquired all the shares of Retail Group Kazakhstan, LLP, Best Retail Kazakhstan, LLP, PRO Retail Kazakhstan, LLP, Master Retail Kazakhstan, LLP and Spanish Retail Kazakhstan, LLP, which held the Zara, Bershka, Stradivarius, Pull&Bear and Massimo Dutti franchise rights in Kazakhstan, giving rise to a gain on a bargain purchase of euros 16,426 thousand.

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

El desglose y movimientos de este epígrafe del balance de situación consolidado durante los ejercicios 2014 y 2013 han sido los siguientes:

Loans and other credit facilities Investments accounted for using the equity method Others Total
Balance at 01/02/2013 1,196 - 2,796 3,992
Acquisitions 17,423 - - 17,423
Disposals (489) - (292) (781)
Balance at 31/01/2014 18,130 - 2,504 20,634
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)
Short term transfer (10,616) - - (10,616)
Balance at 31/01/2015 7,109 141,676 2,468 151,253

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 2014 and 2013 is as follows:

Guarantees Other Total
Balance at 01/02/2013 223,734 23,023 246,757
Acquisitions 154,741 10,696 165,437
Changes in consolidation scope 226 - 226
Disposals (13,113) (119) (13,232)
Profit/(Loss) for the year 9 (4,376) (4,367)
Transfers (12,059) 2,704 (9,356)
Foreign exchange translation differences (9,236) (1,358) (10,594)
Balance at 31/01/2014 344,302 30,569 374,871
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 (Note 6) 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

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.

These amounts are recognized at their repayment value as this value does not differ significantly from amortized cost.

6.18. Accounts payable

The detail of this caption in the consolidated balance sheet in 2014 and 2013 is as follows:

31/01/15 31/01/14
Trade payables 2,483,423 2,371,190
Personnel 281,792 217,052
Public entities 453,756 529,674
Other current payables 288,907 214,536
Total 3,507,878 3,332,451

The following table shows the information on average payment periods required by Law 15/2012, of 5 July, amending Law 3/2004, of 29 December:

Amounts paid and payable at 31/01/2015

Thousand of euros %
Paid in the maximum payment period 2,465,024 98.0%
Remainder 49,707 2.0%
Total payments made in the year 2,514,731 100%
Weighted average period of late payment 52
Payments at the year-end not made in the maximum payment period 0

Amounts paid and payable at 31/01/2014

Thousand of euros %
Paid in the maximum payment period 2,226,159 97.7%
Remainder 51,401 2.3%
Total payments made in the year 2,277,559 100%
Weighted average period of late payment 61
Payments at the year-end not made in the maximum payment period 0

(*) The weighted average period of late payment.

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

In addition, it is the Group’s policy not to make payments if for any reason the quality of the goods or services is lower than expected or agreed upon once they have been received until the situation is rectified.

6.19. Net financial position

Details of “Cash and cash equivalents” on the asset side of the consolidated balance sheets are as follows:

31/01/15 31/01/14
Cash in hand and at banks 2,135,021 2,117,362
Short-term deposits 1,073,310 1,231,840
Fixed-income securities 589,599 497,524
Total cash and cash equivalents 3,797,930 3,846,726

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 attaching 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:

31/01/2015

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

31/01/2014

Current Non-current Total
Loans 1,635 1,520 3,154
Finance leases 274 613 887
Other financial debt 612 - 612
2,521 2,133 4,654

At 31 January 2015 the Group had a limit of euros 3,204,535 thousand on its credit facilities (euros 3,059,004 thousand at 31 January 2014).

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:

31/01/15 31/01/14
Euro 4,878 659
Other European currencies 2,467 35
Other currencies 2,743 3,959
10,088 4,654

The maturity of the Group’s bank loans and borrowings at 31 January 2015 and 2014 is as follows:

31/01/15 31/01/14
Less than one year 7,823 2,521
Between one and five years 2,265 2,133
10,088 4,654

6.20. Provisions

The detail of this caption in the consolidated balance sheet and of the changes therein in 2014 and 2013 is as follows:

Pensions and similar obligations with personnel Liability Other provisions Total
Balance at 01/02/2013 22,515 105,393 16,423 144,331
Provisions recorded during the year 12,986 8,167 1,331 22,484
Changes in consolidation scope - 504 - 504
Disposals (2,839) (19,839) (44) (22,723)
Transfers 62 8 6,590 6,661
Foreign exchange translation differences (529) (1,502) (1,457) (3,489)
Balance at 31/01/2014 32,195 92,730 22,844 147,768
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

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 2015. 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 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 2014 and 2013 is as follows:

Options with shareholders Lease incentives Other Total
Balance at 01/02/2013 5,211 544,312 33,578 583,100
Acquisitions - 119,417 425 119,841
Changes in consolidation scope - 466 - 466
Changes through profit or loss 1,185 (5,941) 16,219 11,463
Disposals - (8,628) - (8,628)
Transfers - (35,140) 891 (34,249)
Foreign exchange translation differences - (23,545) (36) (23,581)
Balance at 31/01/2014 6,395 590,941 51,077 648,414
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

The additions to “Options with shareholders” with a charge to profit or loss were recognized under “Other losses and income, net” expense of euros 8,256 thousand in 2014 and an income of euros 1,302 thousand in 2013 (see note 5), which related to options classified at short term.

6.22. Capital and reserves

Share capital

The Annual General Shareholders’ Meeting of Inditex, S.A. held on 15 July 2014 approved a split of the Parent’s shares, through the reduction of their par value from euros 0.15 to euros 0.03 per share, in the ratio of five new shares for every existing share, without changing the share capital amount.

The Parent’s share capital amounts to euros 93,499,560 divided, at 31 January 2015, into 3,116,652,000 shares of euros 0.03 par value each (divided, at 31 January 2014, into 623,330,400 shares of euros 0.15 par value each), subscribed and fully paid. 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 2015 and 31 January 2014 amounted to euros 20,379 thousand, while retained earnings totalled euros 3,018,476 thousand and euros 2,857,039 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 2015 and 2014, the Parent had appropriated to this reserve the minimum amount required by the Spanish Companies Act.

Of the total consolidated reserves at 31 January 2015, the restricted reserves amount to euros 299,015 thousand (euros 275,645 thousand at 31 January 2014), due mainly to local legal restrictions which limit their distribution.

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 2015 the members of the Board of Directors owned, directly or indirectly, 59.361% of the Parent’s share capital, compared to 59.365% at 31 January 2014 (see note 29). At 31 January 2015, Gartler, S.L. held 50.010% of the shares of INDITEX (50.010% at 31 January 2014).

Dividends

Dividends distributed by the Parent during 2014 and 2013 amounted to euros 1,507,068 thousand and euros 1,370,832 thousand, respectively. These amounts correspond to earnings of euros 0.484 per share with a par value of euros 0.03 carrying entitlement thereto in 2014 (which, following the stock split approved by the annual general shareholders’ meeting on 15 July 2014, in the ratio of five new shares for every existing share, are equivalent to the aforementioned euros 2.42 per share with a par value of euros 0.15) and euros 2.20 per share with a par value of euros 0.15 in 2013.

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 2013 450,000 treasury shares of euros 0.15 par value each were acquired for an average acquisition cost of euros 103.32 per share (which, following the stock split approved by the annual general shareholders’ meeting on 15 July 2014, in the ratio of five new shares for every existing share, are equal to 2,250,000 treasury shares of euros 0.03 par value each at an average acquisition cost of euros 20.66 per share), representing 0.072% of the share capital.
  • In 2014 1,250,000 treasury shares were acquired for an average acquisition cost of euros 20.94 per share, representing 0.040% of the share capital.

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

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

“Income tax payable” in the consolidated balance sheet corresponds to the 2014 income tax provision, net of withholdings and payments on account made during the period. “Trade and other payables” includes the liability deriving from the other applicable taxes.

“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:

2014 2013
Current taxes 803,873 780,190
Deferred taxes (69,230) (109,057)

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 2014 and 2013 is as follows:

2014 2013
Consolidated accounting profit for the year before taxes 3,244,794 3,052,698
Tax expense at tax rate in force in the country of the Parent (30%) 973,438 915,809
Net permanent differences (185,401) (117,682)
Effect of application of different tax rates (113,288) (140,439)
Recognition of prior years' tax losses and tax credits (1,561) 392
Adjustments to prior years' taxes (4,651) (2,334)
Tax withholdings and other adjustments 82,550 39,820
Adjustments to deferred tax assets and liabilities 649 (1,401)
Previously unrecognised tax losses used - (428)
Tax withholdings and tax benefits (17,093) (22,603)
Income tax expense 734,643 671,133

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.

Industria de Diseño Textil S. A. holds a 50% stake in two Economic Interest Groupings and a 49.50% stake in two other Economic Interest Groupings. These Groupings lease assets as their activity. They requested from the tax authorities, and were granted, tax incentives in accordance with income tax legislation.

As permitted by the prevailing tax legislation in each country, Group companies took tax credits amounting to euros 17,093 thousand (euros 22,603 thousand at 31 January 2014). 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 2015 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: 2014 2013
Provisions 79,735 69,477
Non-current assets 179,929 166,608
Lease incentives 32,887 28,286
Valuation adjustments 29,808 21,728
Tax losses 75,898 53,562
Intra-Group transactions 147,337 139,172
Other 97,980 50,831
Total 643,574 529,664
Deferred tax liabilities arising from: 2014 2013
Leases 95 1,181
Intra-Group transactions 77,001 57,214
Non-current assets 62,680 80,027
Valuation adjustments 44,333 52,158
Other 56,716 26,711
Total 240,825 217,291

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.

Movement in deferred tax assets and liabilities in 2014 and 2013 is as follows:

Deferred tax assets 2014 2013
Beginning balance 529,664 382,554
Charge/Credit to profit or loss 81,491 140,938
Charge/Credit to equity 39,583 6,172
Changes in consolidation scope (7,164) -
Ending balance 643,574 529,664
Deferred tax liabilities 2014 2013
Beginning balance 217,291 191,653
Charge/Credit to profit or loss 12,261 31,881
Charge/Credit to equity 12,920 (6,243)
Transfers 5,735 -
Changes in consolidation scope (7,382) -
Ending balance 240,825 217,291

At 31 January 2015, the Group has tax losses of euros 310,875 thousand (euros 253,237 thousand at 31 January 2014). The foregoing detail of deferred tax assets includes those relating to tax loss carryforwards, with a balance of euros 75,898 thousand at 31 January 2015. 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 analysing 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 of those cases in which a firm decision will probably be taken to distribute reserves.

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 financial statements have been authorized for issue which have not been recognized as liabilities do not have any income tax consequences for the Parent.

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 Spain, Italy, Mexico, Turkey and South Korea. In any case, the Group does not expect that significant additional liabilities that might significantly affect the Group equity position or results will arise as a result of these inspections 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 by 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 centre 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:

2014 2013
Minimum payments 1,527,972 1,417,264
Contingent rents 321,592 239,047
1,849,564 1,656,310
Sublease income 3,676 4,676

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

Lease payments 2014
Less than one year One to five years Over five years
1,188,059 2,020,538 1,257,421
Lease payments 2013
Less than one year One to five years Over five years
1,099,805 1,786,950 816,594

6.25. Risk management and financial instruments

Financial risk management policy

The Group’s activities are exposed to various financial risks: market risk (including foreign currency risk), credit risk, liquidity risk, and interest rate risk related to cash flows. The Group’s risk management policy centres on the uncertainty of financial markets and attempts to minimize the potential adverse effects on the Group’s profitability through the use of certain financial instruments as described below.

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 and any changes from the previous year

Foreign currency risk

The Group operates in an international environment and, accordingly, is exposed to foreign currency risk, particularly relating to the US dollar 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 Group management guidelines, which establish, mainly, the arrangement of financial or natural hedges, ongoing monitoring of fluctuations in exchange rates and other measures designed to mitigate this risk.

In 2014, 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, all other things being equal, consolidated profit after income tax would have been approximately euros 58,379 thousand lower (euros 58,100 thousand in 2013), and had the value of the euro dropped by 10%, consolidated profit after income tax would have been approximately euros 38,707 thousand higher (euros 43,853 thousand in 2013), 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 to 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 amount used during the year in respect of value adjustments to the balances recorded under this caption amount to euros 536 thousand (net reversals of euros 574 thousand in 2013) and correspond to doubtful trade receivables.

At 31 January 2015 and 2014, 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

Interest rate fluctuations affect the fair value of assets and liabilities which accrue a fixed rate of interest, as well as future cash flows from assets and liabilities tied to a floating interest rate. Group exposure to this risk is not significant for the reasons mentioned above.

The Group does not have any financial assets or liabilities designated as at fair value through profit or loss. Given the Group’s investment policy, any changes in interest rates at year-end would not significantly affect consolidated profits.

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

Merchandise and goods for resale are partly acquired from foreign suppliers in US dollars. In accordance with prevailing foreign currency risk policies, Group management arranges derivatives, mainly forward contracts, to hedge cash flow fluctuations related with exchange rates.

Occasionally the Group instruments its hedges through financial investments owned by it.

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

Moreover, and 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. More specifically, 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 2014, 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.

Also, as part of the risk management policy, the Group designates as hedged items financial assets recognized under “Current financial investments”, since the related derivatives qualify for hedge accounting.

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

At 31 January 2015 and 2014, the Group had arranged 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 2014 2013
Fair value of the hedging instruments 168,947 13,022
Total 168,947 13,022
Other financial liabilities 2014 2013
Fair value of the hedging instruments 55,711 21,408
Reciprocal call and put options (Notes 5 and 21) 27,511 16,931
Total 83,222 38,339

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

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 recognized directly in equity Fair value 2013
OTC Derivatives
Foreign exchange forwards 2 168,947 59,162 (238) 97,569 12,454
Cross Currency Swap 2 - 1,459 (2,026) - 567
Total Derivates 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 recognized directly in equity Fair value 2013
OTC Derivatives
Foreign exchange 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 Derivates 55,711 37,448 (3,356) 211 21,408

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

The detail of the fair value of the hedging instruments in 2013 is as follows:

Other financial assets at fair value and classification on a fair value hierarchy

Description Level Fair value 2013 Transfer to income Transfer to income from equity Income recognized directly in equity Fair value 2012
OTC Derivatives
Foreign exchange forwards 2 12,454 2,910 (861) 4,768 5,637
Cross Currency Swap 2 567 (663) (963) - 2,193
Total Derivates 13,022 2,247 (1,824) 4,768 7,831

Other financial liabilities at fair value and classification on a fair value hierarchy

Description Level Fair value 2013 Transfer to income Transfer to income from equity Income recognized directly in equity Fair value 2012
OTC Derivatives
Foreign exchange forwards 2 21,044 (19,783) (21,216) 8,061 53,982
Interest rate Swap 2 364 (154) - - 518
Total Derivates 21,408 (19,937) (21,216) 8,061 54,501

The changes in the fair value of the hedging instruments shown depend mainly on fluctuations in the US dollar spot rate and on the performance of short-term interest rate curves.

Had at 31 January 2015 the euro appreciated by 10% with respect to the US dollar, the value of the hedging instruments associated therewith (forward contracts on future purchases in US dollars, forwards to hedge intra-Group financing and the Cross Currency Swap) would have been euros 137,994 thousand lower; and had it depreciated by 10%, the value of those hedging instruments would have been euros 151,224 thousand higher, due mainly to the difference between the exchange rate arranged and the spot rate.

The sensitivity analysis shows that the euro-US dollar currency derivatives will have a positive/negative performance if the value of the euro falls and rises, respectively.

Instrumentos financieros: otra información

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:

2014 2013
Cash and cash equivalents 3,797,930 3,846,726
Current financial investments 222,259 212,890
Trade receivables 182,496 145,977
Receivable due to sales to franchises 176,766 162,039
Other current receivables 96,070 61,164
Guarantees 429,324 344,302
Total 4,904,845 4,773,098

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 2014 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 labour 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 ends 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, remain uninterruptedly in the employ of Inditex or of any Inditex Group company to the end of each of the aforementioned periods, unless any of the cases in which early settlement occurs arises (e.g. death, retirement, permanent disability or unjustified dismissal), in which case the incentive to which the employee in question might be entitled 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 “Provisions” and “Trade and other payables” in the consolidated balance sheet (the non-current and current portions, respectively), and the period provision is reflected under “Operating expenses” in the consolidated income statement. The impact of these obligations on the consolidated balance sheet and the consolidated income statement 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 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 provide for in the plan are met, to receive up to the maximum number of shares assigned 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 this 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 granted is calculated on the basis of a performance-based formula approved by resolution five of the Annual General Shareholders’ Meeting held on 16 July 2013.

In 2014 no shares were delivered under the long-term equity-settled incentive plan.

6.27. Interest in joint ventures

Inditex has a 50% stake in the group formed by the parent Tempe, S.A. and its subsidiaries as shown in the following table. The principal activity of these companies is the design, supply and distribution of footwear to Inditex Group commercial formats, 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 - México Equity method 31-dec Multi-concept Sale of footwear
Tempe Logistics, S.A. 50.00% Alicante - Spain Equity method 31-jan Multi-concept Logistics
Tempe Brazil, Ltda. 50.00% Sao Paulo -Brazil Equity method 31-dec Multi-concept Sale of footwear
Tempe Design, 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:

2014
Non-current assets 176,643
Current assets 498,888
Non-current liabilities (41,630)
Current liabilities (302,993)
Net assets 330,908
Sales 963,457
Gross profit 240,019
Net Operationg Profit (EBIT) 87,345

In 2014 the Group received dividends totalling euros 30,035 thousand from Tempe.

6.28. Proposed distribution of the profit of the Parent

The directors will propose that the euros 1,618,839 thousand of 2014 net profit of the Parent, which is the maximum amount distributable, be distributed as an ordinary dividend of euros 0.402 per share and an extraordinary gross dividend of euros 0.118 per share on the total outstanding shares, and that euros 41,540 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 2014 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 2015 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 - 1,848,000,3151 59.294%
Mr José Arnau Sierra 30,000 - 0.001%
GARTLER, S.L. 1,558,637,990 - 50.010%
Ms Irene R. Miller 66,200 - 0.002%
Mr Nils Smedegaard Andersen 35,000 - 0.001%
Mr Rodrigo Echenique Gordillo - - -
Mr Carlos Espinosa de los Monteros Bernaldo de Quirós 150,000 - 0.005%
Mr Emilio Saracho Rodríguez de Torres - - -
Total 59.361%

1 Through Gartler, 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.

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, joint ventures 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 were eliminated in full on consolidation and, therefore, they are not disclosed in this nota.

Since the beginning of 2014, due to the application of IFRS 11, the joint ventures have been accounted for using the equity method (see note 31.2) and, accordingly, all the transactions performed by these companies with the Inditex Group are no longer eliminated on consolidation since the companies are not proportionately consolidated.

The following tables show the transactions and outstanding balances between Inditex and its joint ventures:

Transactions:

Type of company 2014 2013
Joint ventures (730,840) (362,426)

Balances:

31/01/15
Current financial investments 11,037
Trade and other receivables 6,238
Non-current financial investments 148,145
Trade and other payables 152,129
Current financial debt 401

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

Significant shareholders

In 2014 the transactions performed by the Inditex Group with Gartler, S.L., Partler 2006, S.L. or with persons and companies related to them or with Rosp Corunna Participaciones Empresariales, S.L.U. or with persons or companies related to it were as follows:

Fiscal year 2014

Company name of significant shareholder Nature of relationship Type of operation 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)

Fiscal year 2013

Company name of significant shareholder Nature of relationship Type of operation Amount
Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Lease of assets (34,709)
Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Lease of assets 161
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 28
Gartler, S.L., Partler 2006, S.L. or related entities or persons Contractual Services rendered 517
Rosp Corunna Participaciones Empresariales, S.L. U. or related entities or persons Contractual Lease of assets (532)
Rosp Corunna Participaciones Empresariales, S.L. U. or related entities or persons Contractual Other expenses (41)

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 2014:

An itemized breakdown of the remuneration of the members of the board of directors in 2014 is as follows:

Type Remuneration Remuneration of Deputy Chairman of Board of Directors Remuneration for serving on Comittees 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 Independent 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:
Amounts in thousands of euros
(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 management of the Inditex Group in 2013:

Type Remuneration Remuneration of Deputy Chairman of Board of Directors Remuneration for serving on Comittees and other Board of Directors Remuneration for chairing Committees Fixed remuneration Variable remuneration Total 2013
Mr Pablo Isla Álvarez de Tejera Executive 100 3,250 3,000 6,350
Mr José Arnau Sierra Propietary 100 80 100 280
Mr Carlos Espinosa de los Monteros Bernaldo de Quirós Independent 100 180 50 330
Ms Irene R.Miller Independent 100 100 7 207
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 Independent 100 100 43 243
GARTLER, S.L .(1) Propietary 100 100
Mr Amancio Ortega Gaona Propietary 100 100
900 80 680 100 3,250 3,000 8,010

Notes:
Amounts in thousands of euros
(1) represented by Ms Flora Pérez Marcote

At the meeting held on 14 June 2011 Inditex’s Board of Directors agreed to contract a benefits plan for the Chairman/CEO, as part of his remuneration for carrying out his senior management duties. The plan is a defined contribution plan, consisting of a group life insurance policy contracted by Inditex with a prestigious insurance company operating in the Spanish market. The plan contributions are payable by Inditex and will be settled in single annual installments each September. These annual contributions are equivalent to 50% of the fixed salary approved by Inditex for the Chairman and CEO for each year. Inditex’s contribution to the plan amounted to euros 1,625 thousand in 2014 (euros 1,625 thousand in 2013).

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 following table shows the remuneration and termination benefits received by the senior management of the Inditex Group in 2013:

MANAGEMENT
Remuneration 17.344
Termination benefits 437

The aforementioned remuneration for 2014 include the amount vested in 2014 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 2014 by the senior management amounted to euros 5,181 thousand and will be paid in the first half of the 2015 reporting period. In the 2013 reporting period no amount vested under the Plan.

6.30. External auditors

In 2014 and 2013 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:

2014 2013
Audit services 5,085 4,742
Other assurance services 318 175
Total audit and similar services 5,403 4,917
Tax advisory services 254 567
Other services 628 293
Total professional services 6,285 5,777

The figures in the table above include the total fees for services rendered in 2014 and 2013, irrespective of the date of invoice.

In addition to the audit of the Inditex Group annual accounts, audit services rendered by Deloitte in 2014 and 2013 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. 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 and jointly-controlled entities 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 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 and jointly-controlled entities are provided in Appendix I.

ii) Joint ventures

Joint ventures are those entities over whose activities the Group has joint control, established by contractual agreement. Pursuant to IFRS 11, 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 from 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 financial statements of entities with a functional currency other than the euro are translated as follows:

  • Assets and liabilities are translated to euro 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 statements of foreign operations in countries considered to have hyperinflationary economies have been 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 financial statements 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 consolidated Group

The following entities were incorporated or acquired by the Group and consolidated for the first time during the year:

Companies incorporated:

Zara Fashion (Shanghai) CO., Ltd. Zara Home Danmark A/S
Massimo DuttiI India Private Ltd. LFT RUS Ltd
Pull&Bear Sverige, AB Robustae Mexico, S.A DE C.V.
Pull&Bear Suisse, SÁRL ITX Mexico XXI, S.A. DE C.V.
Stradivarius UK Ltd ITX Korea Ltd
Zara Home Suisse SÀRL ITX Japan CORPORATION
Zara Home Chile SPA ITX Services India Private Ltd
Zara Home Australia Pty Ltd ITX Turkey Perakende Magazacilik Ve Ticaret LIMITED SIRKETI
Zara Home Magyarorszag KFT. Inditex France, S.A.R.L.
Zara Home Korea Ltd Nueva comercializadora global XXI, S.A. DE C.V.

Companies acquired:

Born, S.A

The inclusions in the consolidated Group referred to above did not have a material impact on the consolidated annual accounts for 2014.

The names of the following companies were changed:

Old: New:
Oysho Nederland, B.V. Stradivarius Nederland, B.V.
Uterqüe Belgique, S.A. Oysho Belgique, S.A.
Vastgoed Asia, Ltd. ITX Global Solutions LIMITED

Uterque Macao Ltd and Massimo Dutti Portugal - Comercio e Industria Textil, S.A were liquidated in 2014.

6.31.2. Accounting policies

Certain standards, amendments and interpretations recently came into force for years beginning on or after 1 January 2014. It should be noted in this regard that the new standards are as follows:

  • IFRS 10, Consolidated Financial Statements (supersedes IAS 27)
  • IFRS 11, Joint Arrangements (supersedes IAS 31)
  • IFRS 12, Disclosure of Interests in Other Entities
  • IAS 27 (Revised), Separate Financial Statements
  • IAS 28 (Revised): Investments in Associates and Joint Ventures

The set on new revised standards supersedes the current standards on consolidation and accounting for interests in subsidiaries, associates and joint ventures. IFRS 10 includes a new definition of control and IFRS 11 classifies joint arrangements into only two types - joint operations or joint ventures.

The option of proportionate consolidation for joint ventures is eliminated, making is obligatory for them to be accounted for using the equity method. In turn, IFRS 12 extends the disclosure requirements.

The Group applied IFRSs 10, 11 and 12 for the first time in 2014. The fundamental change that arose from the application of these new standards related to the treatment of the jointly controlled entities (the Tempe Group) which, pursuant to the option provided by IAS 31, had been proportionately consolidated in the consolidated annual accounts and which since 1 February 2014 have been accounted for using the equity method. The Group analysed the impact of retrospective as provided in the transition guidance for IFRSs 10, 11 and 12 and concluded that the impact on the balances in the consolidated annual accounts for 2013 was not material and, therefore, it did not adjust the comparative balances.

Also, the following amendments to standards, mandatorily applicable by the Group from 1 February 2014, did not have any material effects on these consolidated annual accounts:

  • Amendments to IAS 32: clarification of requirements for offsetting financial assets and financial liabilities
  • Amendments to IAS 36: clarification regarding certain recoverable amount disclosures
  • Amendments to IAS 39: clarification regarding the novation of derivatives and continuation of hedge accounting.

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 for application in annual reporting periods beginning on or after 1 January 2015:

  • IFRIC 21 – Levies (mandatorily applicable in reporting periods beginning on or after 17 June 2014)

The application of these amendments is not expected to have a material effect on these consolidated annual accounts.

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

  • IFRS 15, Revenue from Contracts with Customers
  • Amendments to IAS 19, Defined Benefit Plans: Employee Contributions
  • Amendments to IAS 16 and IAS 38, Clarification of Acceptable Methods of Depreciation and Amortisation
  • Amendments to IFRS 11, Accounting for Acquisitions of Interests in Joint Operations
  • Amendments to IFRS 9, Financial Instruments
  • Amendments to IFRS 10 and IAS 28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

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

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 cash flow statement 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 amortisation 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 amortisation methods at the end of each reporting period. Modifications to initially established criteria are recognized, where applicable, as changes in estimates.

e) Financial investments

Marketable securities which represent less than 20% of the share capital of the related investee 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 of 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 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 of 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 margin 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 7.2% for 2014 (7.5% for 2013).

The results obtained from the 2014 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 on 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 disclosed the existence of additional de asset impairment amounting to euros 1,385 thousand and euros 1,241 thousand, respectively (euros 2,241 thousand and euros 2,130 thousand, respectively, in 2013).

Impairment of goodwill

Goodwill acquired through a business combination is allocated to the group of basic cash-generating units 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 2014 did not disclose the need to recognize 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 carried 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 “Amortisation 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 amortisation, had the impairment loss never been recognized, solely in 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 rate 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, storage, logistics, 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, labour 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, materials 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 2015.

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 accrued by the beneficiaries of the plans referred to in note 26 to the consolidated annual accounts are recognized with a credit to liability accounts during the period in which the expenses accrue.

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 plus any transaction costs directly attributable to acquiring the instrument.

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 interest rate 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:

Currency forwards

Fair value measurement:

Unit of account used for determining fair value

The Group determines that the appropriate unit of account, i.e., the level at which its assets or liabilities associated with its forward positions are valued for the purposes of their recognition and disclosure, is at aggregate level. This is permitted because the Group:

  • Manages the group of financial assets and financial liabilities on the basis of its net exposure to a particular market risk (or risks) or credit risk in accordance with its documented risk management strategy.
  • Provides information on that basis about the group of financial assets and financial liabilities to its key management personnel.
  • Has master netting agreements with all its counterparties in the form of ISDA agreements the result of which is a net position with respect to the credit risk of the counterparties.
  • The adjustment for credit risk is measured at counterparty level taking into account the netting agreements. The calculation of the contribution of each instrument under a given agreement is based on calculating the individual contributions of the expected exposures.

Methodology for determining fair value:

  • The risk-free value is calculated by discounting the receipts and payments with the appropriate yield curve based on the currency involved. Amounts in foreign currency are translated to euros and it is calculated as the difference between the two amounts.
  • The risk-adjusted value is calculated by obtaining the value of the Credit Value Adjustment (CVA), which represents the credit risk of the counterparty, and the Debit Value Adjustment (DVA), which represents the default risk. Both are a function of the severity of the expected loss in the event of default, of the probability of loss in the interval of time through maturity and of the risk-free value of the instrument.
  • The value of the CVA is deducted from, and the value of the DVA is added to, the risk-free value of the derivative.

Cross-Currency Swap

Fair value measurement:

  • The risk-free value is calculated. To measure the leg of the receipts in euros, the flows are discounted at the value date using the euro discount factor curve. To value the leg of the payments in US dollars, the flows are discounted at the value date using the US dollar discount factor curve obtained from the euro curve, from the market foreign exchange rates and from the spot exchange rate so that the measurement is consistent with market instruments. The spot rate at the value date is applied to the value obtained to thus obtain the equivalent euro value.
  • The risk-adjusted value is calculated. The value of the CVA and DVA is obtained as indicated above.
  • The value of the CVA is deducted from, and the value of the DVA is added to, the risk-free value of the derivative.

p) Revenue recognition

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

Sales 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 against revenue and with a credit to the provision for sales returns. The estimated cost of returned goods is recognized 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 in 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 payment 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.

In the case of operating leases, non-contingent or fixed rent payments are charged to the income statement on a straight-line basis over the term of the lease. Contingent rent is recognized in the period in which payment is probable, as are variable rent increases linked to the consumer price index.

Incentives received from shopping centre 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.