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Tod'S Interim / Quarterly Report 2015

May 13, 2015

4151_10-k-afs_2015-05-13_821f96af-b41f-4d7a-a6ce-47aadee9c1f2.pdf

Interim / Quarterly Report

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INTERIM REPORT ON OPERATIONS AS OF MARCH 31st, 2015

(Translation of the Interim Report on Operations as of March 31st, 2015 approved in Italian, solely

for the convenience
of international readers)

Company's data 1
Corporate Governance bodies 2
TOD'S Group 3
Group's organizational chart 4
Distribution network as of March 31s t, 2015 5
Key consolidated financial figures 6
Highlights of results 7
REPORT ON OPERATIONS 8
Group's activity 9
Group's brands 9
Foreign currency markets 10
Main events and operations during the period 11
Group's results in Q1 2015 12
Significant events occurring after the end of the period 18
Business outlook Errore. Il segnalibro non è definito.
Guidelines for preparation of the Quarterly Report 19
Accounting policies 19
Alternative indicators of performances 20
Scope of consolidation 20
Declaration pursuant to Article 154bis (2) of the Consolidated Law on Financial
Intermediation 21

Company's data

Registered office

TOD'S S.p.A. Via Filippo Della Valle, 1 63811 Sant'Elpidio a Mare (Fermo) - Italy Tel. +39 0734 8661

Legal data Parent company

Share Capital resolved euro 61,218,802 Share Capital subscribed and paid euro 61,218,802 Fiscal Code and registration number on Company Register of Court of Fermo: 01113570442 Registered with the Chamber of Commerce of Fermo under n. 114030 R.E.A.

Offices and Showrooms Munich – Domagkstrasse 1/b, 2
Hong Kong – 35/F The Lee Gardens, 33 Hysan Avenue, Causeway Bay
London – Wilder Walk, 1
Milan - Corso Venezia, 30
Milan - Via Savona, 56
Milan - Via Serbelloni, 1-4
New York - 450, West 15t h Street
Paris – Rue de Faubourg Saint-Honore, 29
Paris – Rue du Général FOY, 22
Paris – Rue de L'Elysée, 22
Seoul – 11/F Pax Tower 609, Eonju-ro, Gangnam-gu
Shanghai - 1717 Nanjing West Road, Wheelock Square 46/F
Tokyo – Omotesando Building, 5-1-5 Jingumae
Production facilities Comunanza (AP) - Via Merloni, 7
Comunanza (AP) - Via S.Maria, 2-4-6
Sant'Elpidio a Mare (FM) - Via Filippo Della Valle, 1
Bagno a Ripoli, Loc. Vallina (FI) - Via del Roseto, 60
Bagno a Ripoli, Loc. Vallina (FI) - Via del Roseto, 50
Tolentino (MC) - Via Sacharov, 41/43

TOD'S Group – Quarterly Report March 31s t, 2015

Corporate Governance bodies

Board of directors ( 1) Diego Della Valle
Andrea Della Valle
Luigi Abete
Maurizio Boscarato
Luigi Cambri
Luca Cordero di Montezemolo
Sveva Dalmasso
Emanuele Della Valle
Romina Guglielmetti
Emilio Macellari
Vincenzo Manes
Cinzia Oglio
Pierfrancesco Saviotti
Michele Scannavini
Stefano Sincini
Chairman
Vice - Chairman
Executive Committee Diego Della Valle
Andrea Della Valle
Emilio Macellari
Stefano Sincini
Chairman
Compensation
Committee
Luigi Abete
Sveva Dalmasso
Vincenzo Manes
Chairman
Control and Risk
Committee
Luigi Cambri
Maurizio Boscarato
Romina Guglielmetti
Chairman
Independent Directors
Committee
Vincenzo Manes
Romina Guglielmetti
Pierfrancesco Saviotti
Chairman
Board of statutory ( 2)
Auditors
Giulia Pusterla
Enrico Colombo
Fabrizio Redaelli
Gilfredo Gaetani
Myriam Amato
Chairman
Acting stat. auditor
Acting stat. auditor
Substitute auditor
Substitute auditor
Independent Auditors ( 3) PricewaterhouseCoopers S.p.A.
Manager charged with preparing
a company's financial report
Rodolfo Ubaldi

( 1 ) Term of the office: 2015-2017 (resolution of the Shareholders' meeting as of April 22n d , 2015) ( 2 ) Term of the office: 2013-2015 (resolution of the Shareholders' meeting as of April 19t h , 2013) ( 3 ) Term of the office: 2012-2020 (resolution of the Shareholders' meeting as of April 19t h , 2012)

TOD'S Group

TOD'S S.p.A.

Parent Company, owner of TOD'S, HOGAN and FAY brands and licensee of ROGER VIVIER brand

Del.Com. S.r.l. Sub-holding for operation of national subsidiaries and DOS in Italy

TOD'S International B.V. Sub-holding for operation of international subsidiaries and DOS in The Netherlands

An.Del. Usa Inc. Sub-holding for operation of subsidiaries in the United States

Del.Pav S.r.l. Company that operates DOS in Italy

Filangieri 29 S.r.l. Company that operates DOS in Italy

Gen.del. SA Company that operates DOS in Switzerland

TOD'S Belgique S.p.r.l. Company that operates DOS in Belgium

TOD'S Deutschland Gmbh Company that distributes and promotes products in Germany and manages DOS in Germany

TOD'S Espana SL Company that manages DOS in Spain

TOD'S France Sas Company that distributes and promotes products in France and manages DOS in France

TOD'S Luxembourg S.A. Company that operates DOS in Luxembourg

TOD'S Hong Kong Ltd Company that distributes and promotes products branded TOD'S and HOGAN in Far East and South Pacific and manages DOS branded TOD'S and HOGAN in Hong Kong. Sub-holding for operation of international subsidiaries in Asia

TOD'S Japan KK Company that operates DOS in Japan

TOD'S Korea Inc. Company that distributes and promotes products branded TOD'S in Korea and operates DOS branded TOD'S in Korea

TOD'S Macao Ltd Company that operates DOS in Macao

TOD'S Retail India Private Ltd Company that operates DOS in India

TOD'S (Shanghai) Trading Co. Ltd Company that operates DOS branded TOD'S and HOGAN in China

TOD'S Singapore Pte Ltd Company that operates DOS branded TOD'S in Singapore

TOD'S UK Ltd Company that distributes and promotes products in Great Britain and manages DOS in Great Britain

Webcover Ltd Company that operates DOS in Great Britain

Cal.Del. Usa Inc. Company that operates DOS in California (USA)

Deva Inc. Company that distributes and promotes products in North America, and manages DOS in the State of NY (USA)

Flor. Del. Usa Inc. Company that operates DOS in Florida (USA)

Hono. Del. Inc. Company that operates DOS in Hawaii (USA)

Il. Del. Usa Inc. Company that operates DOS in Illinois (USA)

Neva. Del. Inc. Company that operates DOS in Nevada (USA)

Or. Del. Usa Inc. Company that operates DOS in California (USA)

TOD'S Tex. Del. Usa Inc. Company that operates DOS in Texas (USA)

Holpaf B.V. Real estate company that operates one DOS in Japan

Alban.Del Sh.p.k. Production company

Sandel SA Not operating company

Un.Del. Kft Production company

Re.Se.Del. S.r.l. Company for services

TOD'S Brasil Ltda Company that operates DOS in Brazil

Partecipazioni Internazionali S.r.l. Sub-holding for operation of international subsidiaries and DOS in Italy

Roger Vivier Hong Kong Ltd Company that distributes and promotes products branded ROGER VIVIER in Far East and South Pacific and manages DOS in Hong Kong. Sub-holding for operation of subsidiaries in Asia

Roger Vivier Singapore Pte Ltd Company that operates DOS in Singapore

Roger Vivier (Shanghai) Trading Co. Ltd Company that operates Roger Vivier

DOS in China Roger Vivier UK Ltd Company that operates DOS in Grat

Britain

TOD'S Georgia Inc. Not operating company

Roger Vivier France Sas Company that operates Roger Vivier DOS in France

Roger Vivier Korea Inc. Company that operates Roger Vivier DOS in Korea

Roger Vivier Switzerland S.A. Company that operates Roger Vivier DOS in Switzerland

Roger Vivier Macau Ltd. Not operating company

Roger Vivier Japan KK Company that operates DOS in Japan

TOD'S Danmark APS Company that operates DOS in Denmark

TOD'S Austria GMBH Not operating company

TOD'S Washington Inc. Not operating company

Group's organizational chart

Distribution network as of March 31s t , 2015

DOS, 2015 new openings

Italy
Monza
(Italy)
Europe
Paris (France)
Paris (France)
Paris (France)
Copenhagen (Denmark)
Geneve (Switzerland)
Greater China
Chongqing (China)
Chongqing (China)
Zhengzhou (China)
Rest of the World
Gimpo (Korea)
Seoul (Korea)

Franchised stores, 2015 new openings

Greater China
Sanya Haitang Bay (China)
Europe
Mannheim (Germany)

For a complete list of retail outlets operated by the DOS and franchising network, reference should be made to the corporate web site: www.todsgroup.com

Key consolidated financial figures

P&L Key figures (euro millions)
Q1 2015 Q1 2014 Q1 2013 Q1 2012
Revenues 257.7 253.8 253.5 263.2
EBITDA 47.0 18.2% 56.8 22.4% 63.6 25.1% 66.7 25.3%
EBIT 35.1 13.6% 46.3 18.3% 53.4 21.1% 57.3 21.8%

Q1 2015 Revenues - % by market

Main Balance Sheet indicators (euro millions)
03.31.15 12.31.14 03.31.14
Net Working Capital (*) 329.4 266.3 288.3
Net financial position 94.1 130.0 144.8
Capital expenditures 15.9 64.5 18.3

(*) Trade receivable + inventories - trade payable

Employees 2015: composition

The Group's employees
03.31.15 12.31.14 03.31.14 03.31.13
at March 31st, 2015 4,359 4,297 4,159 3,968

Legenda: EX = executives WHC = white collar employees BLC = blue collar employees

Highlights of results

Revenues: revenues for the period totalled 257.7 million euros (in Q1 2014: 253.8 million euros); at constant exchange rates, revenues amounted to 245.9 million euros.

EBITDA: amounting to 47 million euros in Q1 2015 and represents 18.2% on Group sales (in Q1 2014: 56.8 million euros). At constant exchange rates, EBITDA amounted to 42 million euros, representing 17.1% on Group sales.

EBIT: amounting to 35.1 million euros (in Q1 2014: 46.3 million euros) and represents 13.6% on Group sales; 30.9 million euros EBIT at constant exchange rates (representing 12.5% on Group sales).

Net financial position (NFP): Group liquid assets amount to 134.1 million euro at March 31st, 2015. Net financial position amounts to 94.1 million euros at the same date (144.8 million euros at March 31s t , 2014).

Capital expenditures: amounting to 15.9 million euros in Q1 2015 (18.3 million euros in Q1 2014).

Distribution network: at March 31s t , 2015 the single brand distribution network comprised 242 DOS (increased by 19 units compared to March 31s t, 2014) and 94 franchised stores.

03.31.15 03.31.14 03.31.13 03.31.12

REPORT ON OPERATIONS

Group's activity

TOD'S Group operates in the luxury sector under its proprietary brands (TOD'S, HOGAN, and FAY) and licensed brands (ROGER VIVIER). It actively creates, produces and distributes shoes, leather goods and accessories, and apparel. The Company's mission is to offer global customers top quality products that satisfy their functional requirements and aspirations.

Group's brands

The TOD'S brand is known for shoes and luxury leather goods, with styles that have became icons of modern living; Tod's is known in the luxury goods sector as a symbol of the perfect combination of tradition, quality and modernity. Each product is hand-crafted with highly-skilled techniques, intended, after laborious reworking, to become an exclusive, recognisable, modern and practical object. Some styles, like the Driving Shoe and the D bag, are cherished by celebrities and ordinary people worldwide, and have become icons and forerunners of a new concept of elegance, for both women and men.

Begun in the 80s with shoe collections for women, men and children, the HOGAN brand now also crafts various leather goods items. The HOGAN brand is distinctive for high quality, functionality and design. Every product stems from a highly skilled design technique and is created using quality materials with a particular passion for details and a search for perfection. H OGAN products are the highest expression of a "new luxury" lifestyle. HOGAN is meant for someone who cherishes the type of luxury associated with product excellence, innovative original design and consummate practicality. The Traditional and the Interactive shoe styles endure as continuing "best sellers".

FAY is a brand created in the mid 80s with a product range of high quality casual wear. The brand is known for its quality craftsmanship, for the excellence of its materials, a meticulous attention to craft details and its high functionality without sacrificing style and quality . FAY products are wearable everywhere: from the stadium to the office, in urban areas and in the countryside. The line, which has seasonal men's, women's and junior's collections, focuses on classic evergreen styles, continuously modified and refreshed with innovative and recognisably eye -catching design.

The Fabergé of shoes, and creator of the first stiletto heel in the 1950's, Roger Vivier designed extravagant and luxuriously decorated shoes that he described as being "sculptures." Today, the artistic heritage and excellent traditional roots of the Vivier fashion house have been revived. Under the management of Creative Director Bruno Frisoni, Vivie r's work and vision endure. New chapters are added to this unique life story every year, which goes beyond the world of footwear to include handbags, small leather goods, jewellery and sunglasses.

Foreign currency markets

Average exchange rates for the first quarter of 2015, compared to figures for the same period of the previous year, show a broadly and significant weakness of the euro currency in respect to the currencies with which the Group operates; in particular versus the Hong Kong dollar (HKD), the US dollar (USD) and Chinese Renminbi (RMB).

Main events and operations during the period

The market environment in which the Group operates, continues, even for the first quarter 2015, to be characterized by the volatility of the global luxury goods market, which had already impacted the full year 2014. The first three months of 2015 were also affected by the significant devaluation of the Euro against the main non-EU currencies, which led to deep mismatches between European and extra-European markets, especially in the Greater China market, where domestic consumption continues to shrink.

In spite of this challenging background, and the currency trend mentioned above, during the first quarter of the financial year, the TOD'S Group continued to carry out its strategy of expanding its DOS network, a fundamental requirement for the pursuit of medium-term growth targets, through the opening of 11 new DOS. Among these, we point out the inauguration of the first directly-operated store in Denmark inside a prestigious shopping centre in Copenhagen. Great efforts have been done even in the US market, where, in the coming months, three new TOD'S boutiques will be opened in Houston, Atlanta and Washington, major cities where the Group is not yet present.

The overview of international markets showed, during the quarter, the growth in both the European and domestic markets, while performance s in the APAC geographic area, especially in Greater China, continue to be affected by weak demand, which, as we have menti oned above, continues to be a feature of these markets.

As regards the brands, HOGAN continued to grow in international markets, where the brand development strategy is being directed at the moment: in the foreign markets in which the brand is operating, sales recorded double-digit growth rates as a whole, compared to the same period of 2014. Positive even the performances of the ROGER VIVIER brand compared to the first quarter of 2014, thus confirming the great appeal that the brand has for global customers.

As regards the Group organization, the first quarter of 2015 saw the incorporation of both the wholly-owned subsidiaries TOD'S Washington Inc. and TOD'S Austria Gmbh, which will start operations in the course of 2015 by opening their respective DOS.

Finally, the Group continued its commitment to social responsibility. In fact, the Shareholders' Meeting of the parent company TOD'S S.p.A. held on April 22n d , 2015 renewed its commitment to local community and resolved, as in the previous financial year, to allocate 1% of the net profit earned by the Group in the 2014 financial year, equal to about 1.0 million euros, to a specific reserve to be used to pursue local solidarity projects.

Group's results in Q1 2015

Consolidated sales were 257.7 million euros in the first quarter of 2015, up 1.5% from Q1 2014. At constant exchange rates, meaning by using the average exchange rates of the Q1 2014, including the related effects of hedging contracts, sales would have been 245.9 million euros, down 3.1% from last year.

EBITDA and EBIT amounted respectively to 47.0 million euros and 35.1 million euros and they represent respectively 18.2% and 13.6% of total consolidated sales revenues. Using the same exchange rates applied for Q1 2014, operating margin indicators would have been respectively 17.1% (EBITDA) and 12.5% (EBIT).

euro 000's
FY 14 Main economic indicators Q1 2015 Q1 2014 Change %
965,532 Sales revenues 257,678 253,752 3,927 1.5
193,547 EBITDA 47,019 56,826 (9,807) (17.3)
(45,368) Deprec., amort., write-downs and advances (11,892) (10,515) (1,377) 13.1
148,179 EBIT 35,127 46,311 (11,184) (24.1)
Foreign exchange impact on revenues (11,770)
Adjusted Sales revenues 245,909 253,752 (7,843) (3.1)
Foreign exchange impact on operating costs 6,712
Adjusted EBITDA 41,961 56,826 (14,864) (26.2)
Foreign exchange impact on deprec.& amort. 789
Adjusted EBIT 30,858 46,311 (15,453) (33.4)
EBITDA % 18.2 22.4
EBIT % 13.6 18.3
Adjusted EBITDA % 17.1 22.4
Adjusted EBIT % 12.5 18.3
euro 000's
Main Balance Sheet indicators 03.31.15 12.31.14 Change
Net Working Capital (*) 329,401 266,310 63,091
Net financial position 94,094 130,013 (35,919)
Capital expenditures for tangible and intangible 15,858 64,457 (48,599)

(*) Trade receivable + Inventories - Trade payable

Revenues. Consistently with the Group's strategy, the weight of sales through DOS continues to grow, even if this phenomenon is less visible in the first quarter of the year; in fact, due to the different timing in accounting Group's revenues, deliveries made to DOS are accounted as stock inventory in the consolidated results as of the end of March and are translated into revenues

only in the second quarter, when the products are sold by the stores to the final customers. In Q1 2015, sales through DOS totalled 137.6 million euros, up 1.7% from Q1 2014. The Same Store Sales Growth (SSSG) rate,

calculated as the worldwide average of sales growth rates at const ant exchange rates registered by the DOS already existing as of January 1s t, 2014, is -7.8% in the first 19 weeks of the year (from January 1s t to May 10t h, 2015). This figure shows a significant improvement from the first three months of the year (we remind that SSSG was -10.6% as of the end of March), even if it is still negative for the weak consumer spending in important markets for luxury goods, like Greater China and it becomes positive at constant exchange rates. As of March 31s t, 2015 the Group's distribution network was composed by 242 DOS and 94 franchised stores, compared to 223 DOS and 85 franchised stores as of March 31st, 2014. Revenues to third parties totalled 120.1 million euros, up 1.4% from Q1 2014.

The TOD'S brand registered 142.3 million euros in sales in the period, broadly flattish compared to Q1 2014. Positive results in Italy, Europe and in the Americas, while the Asian markets remain

13 R e p o r t o n o p e r a t i o n s

weak. HOGAN sales were 68.1 million euros, up 3.7%, at constant exchange rates, from Q1 2014. Positive results in all the regions. Revenues of the FAY brand were 14.2 million euros, up 1.6% at current exchange rates; double-digit growth abroad. Finally, ROGER

VIVIER, which is recognized worldwide as one of the most prestigious maison of luxury accessories and shoes in the most exclusive segment of luxury goods, registered 32.9 million euros in sales, up 5.3%, at current exchange rates, from Q1 2014. This performance is even more noteworthy, given the challenging comparison basis (+20% in Q1 2014). Positive results in all the regions, with the only exception of Greater China.

The Group has further consolidated its leadership in the core business of shoes; revenues in this category were 204.4 million euros, up 4.3% from Q1 2014. Sales of leather goods and accessories

totalled 37 million euros; the decline from the previous year is mainly due to a difference in timing of deliveries last year (remember that revenues of leather goods grew by 9.4% in Q1 2014 and decreased by 13.8% in Q2 2014);

excluding this impact, the performance is in line with expectations. The new families of bags are having a great response from the customers; therefore, we are confident that the results of this category will improve during the year. Finally, sales of apparel were 16.1 million euros, broadly flattish as compared to Q1 2014.

In the first quarter of 2015, domestic sales were 89.7 million euros, with a slight increase from Q1 2014. In the rest of Europe, the Group's revenues totalled 58.7 million euros, up 4.6% from

Q1 2014, despite the challenging comparison basis. In the Americas sales totalled 20.9 million euros, up 10.6% at current exchange rates, from Q1 2014, despite the very bad weather conditions on the Eastern Coast and lower purchases by Asian tourists. The Group's revenues in

Greater China totalled 53.9 million euros, representing 20.9% of consolidated turnover as of March 31st, 2015. Mainland China, which is approximately half of this region, registered a significant improvement, while Hong Kong and Macao remain weak, due to the general decline of the store traffic and the consumer spending. Finally, in the area "Rest of the World" the Group's sales were 34.5 million euros, up 2.3% from Q1 2014, despite the very challenging comparison basis (+22.3% in Q1 2014).

O p e r a t i n g r e s u l t s. EBITDA for the first three months of 2015 was 47.0 million euros, representing 18.2% of consolidated sales revenues (56.8 million euros in the first quarter 2014, representing 22.4% of consolidated sales revenues). The impact of exchange rates variation was positive: at constant exchange rates, using the average exchange rates of the Q1 2014, EBITDA would have been 17.1% of consolidated sales revenues (42 million euros).

euro 000's Q1 2015 Q1 2014 FY 14
Revenues
Sales Revenues 257,678 253,752 965,532
Other income 1,579 2,280 10,476
Total revenues and income 259,257 256,032 976,008
Operating Costs
Change in inventories of work in prog. and finis. goods 14,221 4,607 31,944
Cost of raw materials, supplies and materials for cons. (78,622) (71,525) (278,912)
Costs for services (65,292)
(30,256)
(58,591)
(25,985)
(231,436)
(109,665)
Costs for use of third party assets
Personnel costs
(44,145) (39,060) (160,386)
Other operating charges (8,144) (8,653) (34,005)
Total Operating costs (212,238) (199,206) (782,461)
EBITDA 47,019 56,826 193,547
Amortisation, depreciation and write-downs
Amortisation of intangible assets (2,073) (2,242) (8,792)
Depreciation of property, plant and equipment (9,242) (8,073) (32,791)
Other adjustment (176) (2,339)
Total amortisation, depreciation and write-downs (11,492) (10,315) (43,922)
Provisions (400) (200) (1,447)
EBIT 35,127 46,311 148,179
After charging about 11.8 million euros for depreciation, amortisation and provisions, EBIT for
the period January-March 2015 was 35.1 million euros and represents 13.6% of consolidated
sales revenues (EBIT for the first quarter 2014 was 46.3 million euros, representing 18.3% of
consolidated sales revenues). At constant exchange rates, EBIT would have been 30.9 million
euros and it would represent 12.5% of consolidated sales revenues.
Gross margin was in line with the 1Q 2014 as a result of the well-established position of the
Group's brands at the high end of the luxury brands sector. In respect to the first quarter of
2014, operating margin for the first three months of 2015 was significantly affected by the
evolution of the operating costs associated with the business development, which are mainly
related to the direct distribution network expansion.
The expenses incurred to rent the locations increased particularly: the whole costs for the use of
third party assets grew from 26 million euros totalled during the first three months of 2014, to
30.3 million euros of the first quarter 2015, with a percentage on consolidated sales revenues for
the first three months of 2015 equal to 11.7% (10.2% in the first quarter of 2014). At March 31st ,
2015 the direct Group distribution network is composed by 242 DOS, while they were 223 at
March 31s t, 2014.
Similar trend for personnel costs which increased mainly in connection with the increase of sales
staff employed in the direct distribution network . Group headcount continued to grow indeed,
rising by 200 persons from March 31s t, 2014 (from 4,159 employees to 4,359 at March 31s t ,
2015). The total cost for personnel was 44.1 million euros (39.1 million euros in Q1 2014),
16 R e p o r t o n o p e r a t i o n s

growing by 13%. Personnel costs, as a percentage of consolidated sales revenues, rose from 15.4% in Q1 2014 to 17.1% in Q1 2015.

Capital expenditures. Resources invested in fixed assets for the Q1 201 5 amounted to 15.9 million euros (Q1 2014: 18.3 million euros). Expenditures dedicated to the DOS network totalled

about 9.7 million euros and they relate to the setting up of new DOS, among which we point out, for relevance, Houston and Atlanta, which will be opened soon, and renovations of the existing stores. The remaining part of the investments in the period regarded, for the most part, the normal processes of modernizing the structures and industrial equipment (mainly lasts and moulds) and the development of company's software.

The net financial position. At the end of the quarter, net financial position totalled 94.1 million euros (130 million euros at December 31s t, 2014) and it is composed by cash and cash equivalents for 134.1 million euros and financial liabilities for 40 million euros.

Net financial position euro 000's
03.31.14 03.31.15 12.31.14 Change
Current financial assets
190,190 Cash and cash equivalents 134,077 165,949 (31,872)
190,190 Cash 134,077 165,949 (31,872)
Current financial liabilities
(16,989) Current account overdrafts (14,098) (10,988) (3,109)
(5,036) Current share of medium-long term financing (5,157) (4,650) (507)
(22,025) Current financial liabilities (19,254) (15,638) (3,616)
168,165 Current net financial position 114,823 150,311 (35,488)
Non-current financial liabilities
(23,373) Financing (20,729) (20,298) (431)
(23,373) Non-current financial liabilities (20,729) (20,298) (431)
144,792 Net financial position 94,094 130,013 (35,919)

The use of cash in the first three months of the year was related to the typical financial dynamics which is a feature of the business in this period of the year, characterised by the use of the

17 R e p o r t o n o p e r a t i o n s

resources required to finance the temporary increase in working capital, mainly related to both the exposure versus independent customers as a direct consequence of the wholesale revenue component and the temporary stock increase in the DOS network, which generates cash during the second quarter.

Net working capital euro 000's
03.31.14 03.31.15 12.31.14 Change
291,770 Inventories 348,174 327,085 21,088
138,378 Trade receivables 144,477 99,445 45,031
(141,842) Trade payables (163,249) (160,220) (3,029)
288,306 Net working capital 329,401 266,310 63,091

At the financial level, the FY 2014 dividend coupon is scheduled to be paid on May 18 t h , as approved by the Shareholders' Meeting of the parent c ompany TOD'S S.p.A. held on April 22n d , 2015. The dividend, totalling 61.2 million euros, at the rate of 2 (two) per each of the 30,609,401 shares comprising the share capital at the payment date, will be paid to all the shareholders entered on the Register of Shareholders at the coupon payment date.

Significant events occurring after the end of the period

After the end of the period, TOD'S S.p.A. entered into two loan agreements, with two leading banks, for a total amount of 50 million euros with a duration of 4 years, which was aimed to support the future development of the Group. During the first days of May the whole amount of the above mentioned agreements has been given to the Company and it will be reimbursed, in accordance with the agreements provisions, for 25 million euros at the termination date an d for 25 million euros in quarterly instalments.

Business outlook

The quarter's results reflect a still challenging economic and monetary environment, with the persistent weakness of some important markets for luxury goods; in some parts of the world, they have been also influenced by the very bad weather conditions and by late deliveries of important products. However, in the last month the organic growth registered a significant improvement, in all the regions. As already commented, the short term profitability has been temporarily impacted by the investments made in recent years, but the Group is confident that it will be recovered, or may even improve on it, in a mid-term perspective. Considering the continued focus on cost control and considering the good results of the stores in recent weeks, with the launch of the Spring/Summer season, and the excellent response of the collections for next Autumn/Winter, it is possible to be confident about the quality of the results of the current year.

Guidelines for preparation of the Quarterly Report

TOD'S Group Quarterly Report on Operations at March 31 s t, 2015 was prepared pursuant to Article 154-ter (5) of the Consolidated Law on Financial Intermediation ("TUF") introduced by Legislative Decree 195/2007, in implementation of Directive 2004/109/EC (the "Transp arency Directive").

Quarterly report were approved by the Board of Directors of TOD'S S.p.A. on May 13 t h, 2015, and on the same date that body authorized its publication.

Accounting policies

The accounting policies applied to prepare the financial figures reported on the Quarterly Report at March 31s t , 2015 was prepared by applying IAS/IFRS, issued by IASB and approved by the European Union at the reporting date. IAS/IFRS refers to the International Accounting Standards (IAS), International Financial Reporting Standards (IFRS), and all interpretative documents issued by the IFRIC (previously called the Standing Interpretations Committee).

The same accounting standards used to prepare the consolidated financial statements at December 31st , 2014 were used to prepare this Report.

Preparation of the financial figures reported on the Quarterly Report at March 31st , 2015 entails making estimates and assumptions based on the management's best valuation. If these estimates and assumptions should change in future from the actual circumstances, they will obviously be modified for the period in which those circumstances changed.

Specifically in regard to determination of eventual impairment losses affecting fixed assets, complete tests are performed only when the annual report is prepared, when all information as might be necessary is available, unless there are indications that require immediate valuation of eventual impairment losses or the occurrence of events that required repetition of the procedure.

The rates applied for translation of the financial statements of subsidiaries using a func tional currency other than the currency used for consolidation, are illustrated in the following table and compared with those used in the previous period:

Jan. - Mar. 2015 Jan. - Mar. 2014
Exch. rates
at period
end
Average
exch. rate
Exch. rates
at period
end
Average
exch. rate
U.S. dollar 1.076 1.126 1.379 1.370
British pound 0.727 0.743 0.828 0.828
Swiss franc 1.046 1.069 1.219 1.223
Hong Kong dollar 8.342 8.731 10.697 10.629
Japanese yen 128.950 134.082 142.420 140.748
Hungarian forint 299.430 308.822 307.180 307.980
Singapor dollar 1.477 1.527 1.737 1.738
Korean WON 1,192.580 1,239.992 1,465.980 1,465.328
Pataca Macao 8.593 8.992 11.018 10.947
Chinese Renminbi 6.671 7.021 8.575 8.356
Indian Rupee 67.274 70.054 82.578 84.580
Brazilian Real 3.496 3.212 3.128 3.240
Albanian Lek 140.272 140.174 140.171 140.357

Alternative indicators of performances

In order to strip the effects of changes in exchange rates from the average values of the first three months of 2014 from the results for the three months of 2015, the typical economic indicators (Revenues, EBITDA, EBIT) have been recalculated by applying the average exchange rates for the three months of 2014, thereby rendering them fully comparable with those of the previous period.

However, it should be pointed out that these principles for measuring corporate performance represent a method of interpreting results that is not envisaged in IAS/IFRS, while they must not be considered substitutes for the results calculated according to those principles.

Furthermore, the Group's cash flow is uneven from quarter to quarter, largely on account of its industrial activity. Consequently , the analysis of interim results and financial statement indicators (EBITDA, EBIT, financial position and working capital) cannot be considered fully representative, and it would thus be improper to consider the indicators for the reference period to be in proportion to the results for the entire financial year.

Scope of consolidation

The scope of consolidation at March 31s t, 2015 changed in respect to March 31st, 2014 due to the project of reorganising the Group organisational chart, started last year, which will ultimately result in the ROGER VIVIER brand having its own, autonomous corporate organisation. To execute this reorganisation, the following companies were formed: Roger Vivier France Sas incorporated on April 30t h , 2014 and 100% owned by Partecipazioni Internazionali S.r.l., Roger Vivier Korea Inc. incorporated on June 9 t h , 2014 and 100% owned by Partecipazioni Internazionali S.r.l., Roger Vivier Switzerland S.A. incorporated on June 17t h , 2014 and 100% owned by Partecipazioni Internazionali S.r.l., Roger Vivier Japan KK incorporated on October 1 s t , 2014 and 100% owned by TOD'S International BV and Roger Vivier Macau Lda incorporated on November 14t h , 2014 and 90% owned by Partecipazioni Internazionali S.r.l. and 10% owned by Roger Vivier Hong Kong. In addition, the following companies have been incorporated: on November 25t h , 2014 TOD'S Danmark APS has been incorporated and it is 100% owned by TOD'S S.p.A., on February 20t h, 2015 TOD'S Washington Inc. has been incorporated and it is 100% owned by TOD'S S.p.A. and on March 3 rd , 2015 TOD'S Austria Gmbh has been incorporated and it is 100% owned by TOD'S S.p.A. The companies Roger Vivier Macau Lda, TOD'S Washington Inc. and TOD'S Austria Gmbh are not operating at March 31st , 2015.

In respect to December 31s t, 2014 the only change in consolidation scope is related to the incorporation of TOD'S Washington Inc. and TOD'S Austria Gmbh.

Milan, May 13 t h , 2015

The Chairman of the Board of Directors Diego Della Valle

Declaration pursuant to Article 154bis (2) of the Consolidated Law on Financial Intermediation

The manager in charge with preparing the company's financial reports certifies, pursuant to Article 154bis (2) of the Consolidated Law on Financial Intermediation, that the accounting information presented in this document corresponds to the accounting documents, books, and ledger entries.

The manager in charge with preparing the company's financial reports Rodolfo Ubaldi