Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the Interim Report at 31 March 2016 presented by CEO Ernesto Mauri.

GROUP PERFORMANCE AT 31 MARCH 2016
Mondadori Group enjoyed a rather positive start to the year, even more rewarding if considering the persisting volatile macroeconomic environment.

Specifically, after almost four years, revenue grew versus the prior year (before the foregoing acquisitions), a performance which confirmed, along with the improvement in EBITDA for the ninth consecutive quarter, the success of the measures adopted over the past two years, paving the way to accomplishing the targets set for the full year and to the new phase of the Group’s development.

In 1Q16, consolidated net revenue amounted to 254.8 million euro, up by 2.2% versus 249.2 million euro in 1Q15, rebounding strongly versus previous quarters (+0.8% on a like-for-like basis, including revenue from the Mondadori Scienza magazines[1]).

EBITDA before non-recurring items rose by 15.3% to 10.1 million euro from 8.8 million euro in 1Q15, with a percentage on revenue up from 3.5% to 4%. The consolidation of Mondadori Scienza as of 1 July 2015 resulted in a negative contribution in the quarter of 0.1 million euro.

Consolidated EBITDA improved by 22.1%, settling at 8.5 million euro versus 7 million euro in 1Q15, a performance that, thanks also to lower restructuring costs and fewer extraordinary items, confirms the Group’s efficiency gains from the industrial and organizational review actions launched and implemented over the past two years.

Consolidated EBIT in 1Q16 amounted to 3.1 million euro, improving by approximately 45% versus 2.1 million euro in 1Q15, thanks to the abovementioned growth in EBITDA, despite the increase in depreciation and amortization (5.4 million euro versus 4.9 million euro at 31 March 2015).

Consolidated result before taxes amounted to -0.5 million euro versus -2.4 million euro at 31 March 2015; in 1Q16, financial costs amounted to 3.6 million euro, decreasing sharply (-19%) versus 4.4 million euro in 1Q15, as a result of the reduced average net debt in the period and average total cost of debt. Tax costs in the period came to 0.9 million euro, basically in line with 1Q15 (0.8 million euro).

Consolidated net result from continuing operations, after minority interest, amounted to -1.8 million euro, improving by over 50% versus the loss of 3.7 million euro at 31 March 2015. The Group’s net result at 31 March 2016, net of the result from discontinued operations of the Radio Area (-1 million euro in 1Q15), amounted to -1.8 million euro, improving by 2.9 million euro versus 1Q15.

The Group’s net financial position at 31 March 2016 came to -224.9 million euro, improving significantly versus -319.2 million euro at 31 March 2015, as a result of the Group’s twelve-month cash generation from ordinary operations (48.4 million euro) and extraordinary operations (45.9 million euro).

At 31 March 2016, cash flow from operations in the last twelve months came to a positive 71.7 million euro; cash flow from ordinary operations (after outlays for financial charges and taxes for the period) came to 48.4 million euro, continuing the rising trend of the six previous quarters. Cash flow from extraordinary operations came to a positive 45.9 million euro, due mainly to the cash-ins from the disposals completed over the past 12 months, amounting to 58.4 million euro, relating to the transfer of 80% of Monradio (September 2015), of 50% of the Harlequin Mondadori joint venture (September 2015), and of a property in Rome (December 2015).

BUSINESS AREAS

• BOOKS

In 1Q16, Mondadori Group retained its leadership position with a 22.9% share of the trade market (GFK, March 2016).

In the period under review, the Books Area posted revenue of 63.4 million euro, rising sharply (+13.3%) versus 56 million euro in 1Q15.

Specifically, the Trade Area grew by 16.9%, driven by the ongoing positive trend in the sales of titles launched in late 2015, and by the enthusiastic response from the public of the new titles distributed during the year, as proven by the sales charts: in the first three months of the year, the Group held the top three positions in the ranking of the best-selling titles in terms of copies, and boasted 5 titles in the 10 top best-selling books.

Revenue from Educational books improved by 17.7% versus 1Q15, driven by the growth of Mondadori Electa.

EBITDA, net of non-recurring items, surged (over 50%) versus 1Q15 to settle at 4.1 million euro, driven by the increase in revenue from the targeted publishing policy, which also led to a cut in new titles produced, and from greater efficiency in managing operating processes, achieved following the deep organizational and product review implemented since 2015 in the Trade segment.

• MAGAZINES ITALY

In 1Q16, Mondadori Group retained its leadership position in the magazine market, with a 32.7% share (Internal source: Press-di, at February 2016).

In the period under review, revenue from the Magazines Italy Area amounted to 78.5 million euro, up by 0.8% versus 77.9 million euro in 1Q15 (-3.7% on a like-for-like basis).

Specifically:

• circulation revenue grew by 3.7%, due mainly to the contribution of the consolidation of the Mondadori Scienza titles;
• revenue from add-on products dropped by 1.8% versus 1Q15;
• revenue from advertising sales was basically in line with 1Q15 (-0.3%); Traffic data showed an overall audience rate of 8.9 million unique users (Audiweb, February 2016) versus 6.9 million in February 2015 (+29%).
• distribution and revenue towards third publishers rose slightly (+1.4%) versus 1Q15, thanks to the ongoing commitment to developing third-publisher portfolios;
• international activities achieved revenue of 2.8 million euro, basically in line with 1Q15 (2.8 million euro);
• revenue from digital marketing services (3.3 million euro), transferred to Magazines Italy on 1 January 2016[2], grew by 5.2%, as a result of the gradual expansion of the range of offers that had started in 2015.

EBITDA for the Magazines Italy Area, net of non-recurring items, improved considerably by approximately 11%, rising from 6.2 million euro to 6.8 million euro, driven by the positive revenue trend after a long chain of negative quarters, and by the effective review of the publishing structure and of promotional activities, implemented while retaining the traditional focus on the publishing quality of the titles. The quarter saw a significant reduction in industrial costs, achieved also as a result of the renegotiation of printing contracts.

• MAGAZINES FRANCE

In 1Q16, Mondadori increased its market share in France to 10.3% (Kantar Media, figures in terms of volume at February 2016), confirming its position as the second-largest player in the magazine advertising market.

In the reporting period, revenue from Mondadori France amounted to 77.1 million euro, down by 3.5% versus 79.9 million euro in 1Q15 (on a like-for-like basis in terms of publications, revenue would show a drop of 2%, basically confirming the -1.9% of 2015).

Specifically:

• circulation revenue (making for 74% of the total) lost 3.4% versus 1Q15: revenue from subscriptions (53% of circulation revenue) was basically steady (-0.2%, +0.6% on a like-for-like basis), partly offsetting the drop by the newsstand channel (-7.5%), confirming the opportunity to continue investments in this channel;
• advertising revenue edged down by an overall 0.7% versus 1Q15, as a result of the positive trend in digital revenue, which increased by over 20% (accounting for approximately 20% of the total), offsetting almost entirely the drop in print advertising (-6.9%).

The total number of readers of Mondadori France magazines reached 9.9 million unique users (Médiamétrie Netratings, February 2016), up by approximately 13% versus the same period of 2015.

EBITDA, net of non-recurring items, came to 4.3 million euro, down by 8.4% versus 1Q15, due mainly to M&A costs (0.4 million euro). In keeping with the positive performance of 2015, digital activities enjoyed positive margins in 1Q16, increasing versus 1Q15.

• RETAIL

In 1Q16, the Retail Area revenue rose to 44.4 million euro, up by +0.8% versus 44.1 million euro in 1Q15, thanks mainly to the growth of the franchised channel (+3.7% on a like-for-like basis), to direct bookstores (+4.5% on a like-for-like basis) and to the basically steady performance of Megastores, which more than offset the structural decline of the book clubs (-10.4%) and the drop in the online segment (-10.1%), due primarily to the reduction in special offers designed to improve profitability.

In 1Q16, Mondadori Retail EBITDA, net of non-recurring items, came to -1.8 million euro, improving slightly versus -1.9 million euro in 1Q15.

OUTLOOK FOR THE YEAR
The Group’s positive performance in the first quarter confirmed the expectations previously announced on a like-for-like basis; including the effects of the completion of the Rizzoli Libri transaction (consolidated as from 1 April 2016), and of the agreement on the acquisition of Banzai Media Holding (the contribution of which will be included basically in the second part of the year), it is reasonable to expect for the current year a growth of around 14% in revenue versus 2015 and of approximately 30% in operating EBITDA.

These estimates include the expected synergies in the current year from the integration of Rizzoli Libri, but exclude the contribution of Marsilio Editori and the Bompiani BU, which will be disposed of within the established deadlines, therefore not consolidated, in accordance with the provisions of the Antitrust Authority on 23 March 2016.

The net financial position, including the effects of both extraordinary transactions and of the planned disposals, is expected to increase versus 31 December 2015, with a NFP/EBITDA ratio of around 3.5x/3.6x, lower than the bank covenant of 4.5x.

SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

CLOSING OF THE ACQUISITION OF RCS LIBRI
As previously disclosed to the market on 14 April 2016, Mondadori Group, following the go-ahead from the relevant Authorities, completed the acquisition of RCS Libri S.p.A. (today Rizzoli Libri S.p.A.) through its subsidiary Mondadori Libri S.p.A., in execution of the agreement signed and disclosed to the market on 4 October 2015. The scope of the transaction includes the entire equity interest (99.99%) held by RCS MediaGroup S.p.A. in RCS Libri S.p.A., including the underlying subsidiaries, and the exclusive ownership of all the trademarks in the books segment, including Rizzoli. The price of the transaction, which incorporates certain contractual adjustments, is 127.1 million euro, settled in cash through a dedicated credit line made available to the Group.

Under specific contractual clauses, the price may be subject to adjustments of up to +/-5 million euro, if certain financial targets are met in 2015, as resulting in the 2015 financial statements of RCS Libri S.p.A., which will be determined and disclosed in accordance with the contractual agreements. The agreement also provides for an earn-out of up to 2.5 million euro to RCS MediaGroup S.p.A., based on the achievement in 2017 of specific results in the Books Area of Mondadori Group.

AGREEMENT ON THE ACQUISITION OF BANZAI MEDIA HOLDING
As previously disclosed to the market on 10 May 2016, Arnoldo Mondadori Editore S.p.A., following the meeting of the Board of Directors chaired by Marina Berlusconi, signed an agreement with Banzai S.p.A. on the acquisition of Banzai Media Holding S.r.l., the vertical content division of the Banzai Group.

The transaction provides Banzai Media Holding an enterprise value of 45 million euro, split up into a fixed component of 41 million euro and an earn-out of 4 million euro.

The acquisition price at closing – net of an estimated net normalized financial debt of 16.4 million euro (including financial payables to the parent Banzai S.p.A. and 3.3 million euro for deferred price components related to certain investments) – is 24.6 million euro. The earn-out will be paid to Banzai S.p.A. if certain established results for the 2016-2018 three-year period are met.

§

Mention should be made that, following entry into force of Legislative Decree no. 25 of 15 February 2016, which implemented the latest European regulations on transparency requirements, the previous disclosure obligations of quarterly results to the market no longer apply. The interim report on operations of Arnoldo Mondadori Editore S.p.A. at 31 March 2016, and the following ones, are, therefore, to be considered prepared on a voluntary basis by the Company.

The interim report on operations at 31 March 2016 will be made available at the Company’s registered office, on the authorized storage device (www.1Info.it) and on www.gruppomondadori.it (Investor Relations section), within the time limits previously provided by law. The documentation relating to the presentation of the results at 31 March 2016, will be made available through the authorized storage mechanism 1Info (www.1info.it) and in the Investor Relations section of the Company’s website www.gruppomondadori.it.

§

The Executive Manager responsible for the drafting of the corporate accounting documentation – Oddone Pozzi – hereby declares, pursuant to Art. 154 bis, par. 2, of the Finance Consolidation Act, that the accounting documentation contained in this press release corresponds to the Company’s accounting entries, books and results.

[1] Consolidated as from 1 July 2015 following the acquisition by Mondadori of 50% of the Gruner+Jahr/Mondadori S.p.A. joint venture, today Mondadori Scienza S.p.A.

[2]On 1 January 2016, following reorganization, Digital Marketing Services were transferred to Magazines Italy (previously included in Other Business, Corporate and Digital Innovation); accordingly, the Area’s income statement has been reclassified, for information sake, also in the same quarter of 2015

Arnoldo Mondadori Editore S.p.A. announces that, following the meeting of the Board of Directors chaired by Marina Berlusconi, an agreement with Banzai S.p.A. on the acquisition of Banzai Media Holding S.r.l., the vertical content division of the Banzai Group, has been signed.

The transaction provides Banzai Media Holding an enterprise value of 45 million euro, split up into a fixed component of 41 million euro and an earn-out of 4 million euro.

The acquisition price at closing – net of an estimated net normalized financial debt of 16.4 million euro (including financial payables to the parent Banzai S.p.A. and 3.3 million euro for deferred price components related to previous acquisitions) – is 24.6 million euro.

The earn-out will be paid to Banzai S.p.A. if certain established results for the 2016-2018 three-year period are met.

Under the agreement, advertising spaces will be available for Banzai S.p.A. in a three-year period, with an estimated benefit of about 7 million euro.

In 2015, the acquired scope, which excludes the news segment¹, posted revenue of 24 million euro and EBITDA (before non-recurring items) of 4 million euro, with 17.1 million unique users.²

The transaction allows the Mondadori Group, led by CEO Ernesto Mauri, to become the leading Italian digital publisher and to benefit from the complementarity of the vertical segments of the two companies.

By adding to the over 8.9 million active unique users the audience acquired from Banzai – which includes established websites on the Italian market such as PianetaDonna, Giallo Zafferano, Studenti.it and Mypersonaltrainer – Mondadori will achieve leadership in the women, food, and health & wellness vertical segments, strategic areas which allow the integration and expansion of the multi-channel offering of the brands already in portfolio, with significant growth potential also through product innovation and brand extension initiatives.

The extensive know-how and solid technological expertise of Banzai Media Holding, complemented with the brand value and the high-quality publishing content of Mondadori, will enable the Group to step up the development process in the digital segment. Additionally, the combination will allow audience profiling into specific targets, offering greater monetization opportunities.

The agreement with Banzai also includes the opportunity to identify a number of Mondadori Retail stores to extend the Pick&Pay network of the Banzai Group.

The acquisition of Banzai Media Holding, which provides the customary representations and warranties in favour of the acquiror, will be settled by using existing credit lines and completed in the first half of 2016.

¹ Composed of the investment in Il Post S.r.l. and the Giornalettismo website BU.
² Audiweb View figures – total audience December 2015.

Today, the Shareholders’ Meeting of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, approved the financial statements for the year ended 31 December 2015, and reviewed the 2015 consolidated financial statements, which show a Group net profit of 6.4 million euro, net of the result from discontinued operations; consolidated net profit from continuing operations, net of minority interests, almost tripled versus 31 December 2014, and came to 15.1 million euro versus 5.3 million euro in 2014.

The Shareholders’ Meeting also resolved to fully cover the Parent Company’s loss for the year of 31,981,679.37 euro by using a corresponding amount of reserves, in accordance with the proposal made by the Board of Directors.

In his report, CEO Ernesto Mauri also presented the key figures on Group performance in 2015, as disclosed to the market last 17 March.

Moreover, the Shareholders’ Meeting resolved on the following items on the agenda:

RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Given the approaching expiry of the previous authorization resolved on 23 April 2015, the Shareholders’ Meeting renewed the authorization to purchase treasury shares up to a cap of 10% of its share capital. The Shareholders’ Meeting also authorized to sell the treasury shares acquired by the Company in compliance with art. 2357-ter of the Italian Civil Code.

Over the period of the authorization approaching expiry, the Company did not purchase treasury shares either directly or indirectly through its subsidiaries.

Here below is the information provided on the purchase plan authorized by the Shareholders’ Meeting, also with reference to the provisions of art. 144-bis of Consob Regulation no. 11971/1999:

1. 1. Motivations

– to use the treasury shares purchased as compensation for the acquisition of interests within the framework of the Company’s investments;
– to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
– to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
– to sell treasury shares against the exercise of option rights for the relevant purchase granted to the beneficiaries of the Stock Option Plans established by the Shareholders’ Meeting.

1. 2. Maximum number of purchasable treasury shares

The authorization refers to the purchase of a maximum number of ordinary shares with a nominal value of euro 0.26 each up to a cap of 10% of the Company’s share capital. Considering that, as indicated above, the Company does not own, to date, treasury shares either directly or indirectly, the new authorization, therefore, grants the Board of Directors the power to purchase up to maximum no. 26,145,834 shares equal to 10% of the share capital.

1. 3. Criteria for purchasing treasury shares and indication of the minimum and maximum purchasing cap

Purchases shall be made on the regulated markets pursuant to art. 132 of Legislative Decree n. 58/1998 and art. 144 bis, par. 1, letter B of Consob Regulation no. 11971/99 according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct matching of buy orders against predetermined sell orders, and also in compliance with any additional applicable regulations.

The minimum and maximum purchase price would be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. at a unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.

In terms of daily prices and volumes the purchase transactions would be completed in compliance with the conditions established in EC Regulation no. 2273/2003. Specifically:

– the Company shall not purchase treasury shares at a price higher than the higher between the price of the latest single transaction and that of the highest single bid traded in the market;
– in terms of daily purchase volumes, the Company shall not purchase a quantity of shares higher than 25% of the daily average volume of Mondadori Editore S.p.A. shares traded in the regulated market in the 20 trading days preceding the dates of purchase.

Any completed transaction shall be subject to disclosure pursuant to the terms and criteria set out in art. 87-bis of Consob Regulation no. 11971/1999.

1. 4. Duration

Until the Shareholders’ Meeting called to approve the financial statements at 31 December 2016 and, in any case, for a period not exceeding 18 months from the effective date of the resolution made by the Shareholders’ Meeting.

REMUNERATION REPORT
The Shareholders’ Meeting also approved Section One of the Remuneration Report on the policy adopted for 2016 regarding remuneration to directors and executive managers with strategic responsibilities.

The minutes of the Shareholders’ Meeting shall be made available according to the criteria and terms established by law.

Mondadori announces that the new name of RCS Libri S.p.A. is Rizzoli Libri S.p.A.. Today, the company entered the consolidation scope of the Group chaired by Marina Berlusconi and led by Ernesto Mauri, after the closing was completed today.

The members of the new Board of Directors of the company, active on the Italian trade and educational books market, and on the illustrated books market also on an international level, are: Gian Arturo Ferrari (Chairman), Paolo Mieli, Antonio Porro, Oddone Pozzi and Enrico Selva Coddè.

Specifically, Enrico Selva Coddè, Managing Director of the Trade area of Mondadori Libri S.p.A., will head the Trade area of Rizzoli Libri S.p.A., while Antonio Porro, Managing Director of the Educational area of Mondadori Libri S.p.A., will head the Educational books and International Illustrated books area of the company.

¹ Change subject to filing with the relevant company registry

Arnoldo Mondadori Editore S.p.A. announces to have completed today – following the go-ahead from the relevant Authorities – the acquisition of RCS Libri through its subsidiary Mondadori Libri S.p.A.

The acquisition marks a major step in Mondadori Group’s successful strategy to focus on core businesses, strengthening its competitive position on the Italian trade and education books market, and on the international illustrated books market.

The acquisition of RCS Libri was finalized today in accordance with the agreement signed and disclosed to the market on 4 October 2015.

The scope of the transaction includes the entire equity interest (99.99%) held by RCS MediaGroup S.p.A. in RCS Libri S.p.A., including the underlying subsidiaries, and the exclusive ownership of all the trademarks in the books segment, including Rizzoli.

The price of the transaction, which incorporates certain contractual adjustments, is 127.1 million euro, settled in cash today by a dedicated credit line made available to the Group.

The net financial position of the scope at 31 March 2016 shows a positive figure (cash) of approximately 29 million euro, reduced in April following the cash out of approximately 9 million euro for the purchase of a 43.71% interest in Marsilio Editori S.p.A. (increasing the total investment to 94.71%), while at closing, it shows an estimated positive net financial position of approximately 16 million euro.

Under specific contractual clauses, the price may be subject to adjustments of up to +/- 5 million euro, if certain financial targets are met in 2015, as resulting in the 2015 financial statements of RCS Libri S.p.A., which will be determined and disclosed in the coming weeks, in accordance with the contractual agreements.

The transaction includes an earn-out of up to 2.5 million euro to RCS MediaGroup S.p.A., upon the occurrence of certain results in 2017 Mondadori Group’s books segment.

This scope, which will be consolidated as from 1 April 2016, achieved in 2015 the following pro-forma figures: revenue of 225 million euro and EBITDA before non-recurring costs of 13.6 million euro.

Under the authorization of the Antitrust Authority, as part of the remedies set out therein, Mondadori will dispose of Marsilio Editori S.p.A. and of the business unit of the Bompiani publisher.

Arnoldo Mondadori Editore S.p.A. hereby informs that the following documents are available from today at the Company’s registered office, at the authorized storage mechanism 1Info (www.1info.it) and on the website www.gruppomondadori.it (Governance section):

• the 2015 Annual Report, which includes the draft financial statements, the consolidated financial statements for the year ended 31 December 2015, the Directors’ Report on Operations and the certifications pursuant to art. 154 bis, par. 5 of Legislative Decree no. 58/1998;
• the Independent Auditors’ reports;
• the Statutory Auditors’ report;
• the remuneration report pursuant to art. 123-ter of Legislative Decree no. 58/1998;
• the report on corporate governance and ownership structure for the year 2015.

Arnoldo Mondadori Editore S.p.A. hereby announces that the notice calling the AGM to be held on 21 April 2016 (22 April in second call) and the Directors’ report on the authorization for the purchase and sale of treasury shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Civil Code, are available at the Company’s registered office, as well as at the authorized storage facility 1info (www.1info.it) and on www.mondadorigroup.com (in the Governance section).

The notice calling the AGM has also been published today in the newspaper specified in the notice.

Further documentation concerning the AGM will be made available in the manner described above, within the period provided for by current legislation.

Arnoldo Mondadori Editore S.p.A. hereby announces it has submitted to Banzai S.p.A. an offer to acquire Banzai Media Holding (Vertical Content division).

The Company has been granted an exclusivity period lasting until 30 April 2016.

Today, the meeting of the Board of Directors of Arnoldo Mondadori Editore S.p.A., chaired by Marina Berlusconi, reviewed and approved the draft Parent Company and Group consolidated financial statements at 31 December 2015[1] presented by CEO Ernesto Mauri.

2015 was a truly important year in the history of the Mondadori Group, a year in which we laid the structural foundations to address the challenges of our new phase of growth.
We confirmed the positive outcome of the path taken for some years now which, thanks to the steadfast commitment to the reduction in operating and overhead costs, brought a sharp improvement in our results, with a positive profitability touching all business areas, and in Mondadori’s ability to generate financial resources.
We continued to successfully focus on our core businesses, through the strategic rationalization of the portfolio of activities: the extraordinary transactions for the disposal of a number of non-strategic assets completed in 2015 (transfer of the majority interest in R101, a property in Rome, and 50% of the Harlequin Mondadori joint venture) have further increased available financial resources.
These positive results were used to reduce consolidated debt – which was almost halved in less than 24 months – and to provide adequate resources to the strategic lines of the Group’s development.
2015, in fact, was a year of transition to a new phase for Mondadori, in which the Company has returned to investing in order to strengthen its competitive edge in the Group’s strategic businesses and sustain the growth process.
In July, Mondadori increased its investment in Gruner+Jahr/Mondadori to 100%, adding even further value to its portfolio with a successful brand such as Focus, in line with its strategy to strengthen Group leadership in the magazine market by focusing on the key titles with the highest growth potential in the digital segment.
In October, the Group took a crucial step in its strategic development, signing the agreement to acquire RCS Libri, which will allow Mondadori, from 2016, to extend its foothold in the Italian trade books and school textbooks market, and in the international illustrated books business (United States in particular).

GROUP PERFORMANCE AT 31 DECEMBER 2015

In 2015 consolidated net revenue came to 1,122.8 million euro, down by 4% versus 1,169.5 million euro in 2014. The Magazines Italy area includes revenue generated by Gruner+Jahr/Mondadori, consolidated since 1 July 2015 (9 million euro) – now Mondadori Scienza; net of this change, at the Group level, the drop in revenue would amount to 4.7%.

In 2015 consolidated EBITDA improved strongly (+14%), reaching 81.6 million euro versus 71.5 million euro in 2014, due also to the benefits from non-recurring items such as the gain from the disposal of a property in Rome and of 50% of the Harlequin Mondadori joint venture.
Even net of non-recurring items, EBITDA grew by 7.5%, from 67.9 million euro in 2014 to 73 million euro in 2015, increasing its percentage on revenue from 5.8% to 6.5%. The consolidation of Gruner+Jahr/Mondadori contributed a positive 0.4 million euro, while the disposal of the Harlequin Mondadori joint venture contributed a negative 0.2 million euro.

The quarter-by-quarter results confirm the Group’s increasing efficiency, achieved despite the difficult market scenario in which it operates, deriving from the industrial revision actions and re-organization launched and implemented over the last two years, while maintaining continuous improvement in the quality of the publishing programme as a key objective.
Profitability (net of non-recurring items) recovered thanks to the lower percentage of the cost of items sold by over 2 percentage points (from 41.1% to 38.8% of revenue, improving across all business areas), and to the reduction in fixed costs (from 11% to 10.4% of revenue), higher than the reduction in revenue, partly alleviated by the rising percentage of variable costs on revenue (from 23.3% to 24.9%).

At 31 December 2015, the headcount dropped by 1.5% (3,076 units versus 3,123 in 2014), as a result of the ongoing review of the organizational process both in Italy and in France (like-for-like: -3%, or 94 units); net of non-recurring restructuring costs, the cost of personnel in 2015 fell by 3.4% versus 2014 (-5.3% like-for-like).

In 2015 consolidated EBIT amounted to 54.5 million euro, up by approximately 13% versus 48.2 million euro in 2014, as a result of the abovementioned growth in EBITDA, despite increased amortization, depreciation and impairment mainly from the impairment of the interest held in the Greek Attica Publications subsidiary (4 million euro), and from the impairment of goodwill of Kiver and Mondadori UK (3 million euro).
Depreciation of tangible assets (6.9 million euro versus 9.8 million euro in 2014) and amortization of intangible assets (13.1 million euro versus 13.5 million euro in 2014) continued to fall as a result of lower capital expenditure.

Consolidated profit before taxes came to a positive 38.3 million euro, up by 52% versus 25.2 million euro in 2014; financial costs in 2015 amounted to 16 million euro, falling sharply versus 23 million euro in 2014, as a result of reduced average net debt and average total cost of debt, and of the contribution of 1.6 million euro from the derecognition of a number of put options.
Tax costs in the reporting period came to 20.4 million euro (16.7 million euro in 2014), and include the impairment of deferred tax assets on prior-years’ losses, following the tax rate reduction introduced by the 2016 Stability Law (IRES rate from 27.5% to 24% from 1 January 2017).

The consolidated net profit from continuing operations, net of minority interests, almost tripled versus 31 December 2014, and came to 15.1 million euro versus 5.3 million euro in 2014.
The result from discontinued operations, which came to a negative 8.7 million euro in 2015, includes the period net result of the Radio Business area (improving from -4.7 million euro at 31 December 2014 to -3.1 million euro), as well as the loss of 5.6 million euro from the impairment of Monradio operations, disposed of in September 2015.

The Group’s net profit at 31 December 2015, net of the result from discontinued operations, came to a positive 6.4 million euro, up by 5.8 million euro versus 0.6 million euro in 2014, despite the inclusion of the depreciation of Monradio operations.

The Group’s net financial position at 31 December 2015 came to -199.4 million euro, improving sharply (92.4 million euro) versus -291.8 million euro at 31 December 2014, as a result of the Group’s twelve-month cash generation, deriving both from improved ordinary operations and extraordinary operations.

At 31 December 2015, cash flow from operations came to a positive 70 million euro; ordinary cash flow (after the cash-out for financial charges and taxes for the year) amounted to 45.4 million euro, continuing the improvement witnessed in the previous five quarters.

Cash flow from extraordinary operations came to a positive 47 million euro, mainly as a result of the gain generated by the disposals completed in the period, totalling 54.8 million euro, from the transfer of 80% of Monradio and 50% of the Harlequin Mondadori joint venture, previously recognized at 30 September 2015, as well as a property in Rome completed in December.

BUSINESS AREAS

• BOOKS

In 2015, after years of constant decline, the Books market rose by 0.9% versus 2014 (GFK, December): against this backdrop, the Mondadori Group retained its leadership in the trade segment with a 24% market share (versus 25.3% in 2014).
In the school textbooks market, Mondadori Education held to its third place in the segment, with a 12.5% share, adoptions-wise (AIE).

In 2015, the Books Area revenue amounted to 320.8 million euro, down by 5.7% versus 340.1 million euro in 2014, with a good performance achieved by the Educational area, and a drop reported by the Trade segment.

• Trade Books: the reduction in revenue witnessed in trade in 2015 versus the previous year (from 182.4 million euro to 160.4 million euro) is attributable to the selective publishing policy focused on improving efficiency, therefore, profitability; specifically, in 2015, the amount of new titles and average print run was cut to reduce future unsold stock. These targeted actions have and will be taken maintaining the priority objective of research and ongoing improvement of the quality of the publishing schedule, as shown by the ranking of the top ten bestselling titles in 2015, with 5 of the Group’s titles in the charts (Grey, La ragazza del treno, È tutta vita, After and Cinquanta sfumature di grigio);
• Educational Books: in this segment, the Group grew by 2.8% versus 2014, driven by the good performance of Mondadori Electa (+17.5%), as part of the management of museum concessions and the organization of exhibitions, and by EXPO Milano 2015, which more than offset the decline in revenue in the school textbooks segment (-4.3%).

Revenue from the download of e-books, amounting to 10 million euro, rose by 15% versus 2014, with digital sales accounting for 6.2% of total trade (4.8% at 31 December 2014).

Reported EBITDA for the Area came to 45.9 million euro, up from 45.1 million euro in 2014, and includes the 7.6 million euro gain from the transfer of the interest held in the Harlequin Mondadori joint venture (completed on 30 September 2015), and a higher percentage of restructuring costs versus 2014 (4.3 million euro in 2015 versus 0.9 million euro in 2014).

EBITDA, net of non-recurring items, fell from 46 million euro to 42.7 million euro, parallel to the drop in revenue.
The figure was basically steady as a percentage on revenue (13.3% versus 13.5% in 2014), as a result of the good performance in the Educational area, and of greater efficiency in managing operating processes, achieved thanks to the deep organizational and product review implemented in the Trade segment.

• MAGAZINES ITALY

In 2015, the Mondadori Group retained its leadership with a market share of 31.2% at 31 December 2015 (internal source Press-di; December 2015).

In 2015, Magazines Italy posted revenue totalling 296.3 million euro, down by 2.1% versus 302.7 million euro in 2014 (-4.9% like-for-like, net of the 50% acquisition of Gruner+Jahr/Mondadori), outperforming the relevant segment in terms of advertising, while being in line circulation-wise:

• circulation revenue dropped by 1.7%; on a like-for-like basis, the drop was 7.5%, in line with the market, due also to the decline in the subscription channel caused by the rationalization of low-profit subscriptions;
• revenue from add-on products dropped by 8.8% versus 2014, as a result of the rationalization process implemented, which targeted increased project profitability (-10.6% like-for-like);
• total advertising revenue fell by 1.8%; on a like-for-like basis, gross advertising sales on Mondadori brands in Italy (print + web) were down by 3.7%.

International activities, through Mondadori International Business, increased revenue by 2.4% versus 2014, thanks mainly to the performance of the Grazia International Network and the launch of the international editions of Il mio Papa.

EBITDA for the Magazines Italy area, net of non-recurring items, posted a remarkable improvement, rising from -0.7 million euro to a positive 5.8 million euro, despite the decline in revenue caused by the market conditions and by the implementation of targeted project selection policies, as a result of the effective review of the publishing and operating organization, and the containment of promotional activities, while retaining the traditional focus on the publishing quality of the titles.

Reported EBITDA confirmed the growth trend, rising from -1 million euro to a positive 2.6 million euro, as a result of the abovementioned actions and of the lower reduction in advertising sales, despite higher restructuring costs and non-recurring items of approximately 1 million euro in 2014, deriving from the contribution of advertising operations to Mediamond.

Traffic data of Mondadori websites showed an overall audience rate of 9.5 million unique users (Audiweb, December 2015), up by 16% versus 2014, due also to the inclusion in the scope of the Nostrofiglio.it brand (Gruner+Jahr/Mondadori), which boasted over 1.3 million unique users in December 2015 (+19% versus 2014).

MAGAZINES FRANCE
In the reporting period, Mondadori France revenue came to 334.6 million euro, down by 1.9% versus 2014 (340.9 million euro), halving last year’s decline (-3.7% in 2014).
Revenue from print activities was down by 2.9%, while digital activities stepped up their growth (+27%), thanks to the development of the digital activities on the properties (+26%: advertising revenue and revenue from the sale of digital copies) and of NaturaBuy (+31%).

Against a sliding market backdrop and despite a rather poor start to the year following the January terrorist attacks, Mondadori France’s advertising revenue (print + digital) dropped by 3.3% versus 2014. Specifically:

• print advertising sales were down by 5% in value versus 2014, outperforming the market (-6.3%; Kantar Media, December); Mondadori France retained its position as the second player in the magazine advertising market, with its share in terms of volumes at 10.9%.
• digital advertising revenue rose by almost 30% (versus the market’s 5.5% increase; SRI-Udecam-PwC), making for almost 15% of total advertising revenue, as a result of the sharp increase in audience (+20%).

Circulation revenue (newsstands and subscriptions), which accounts for more than 70% of the total, showed an overall 1.8% decline, slightly improving versus 2014, thanks to the performance of subscriptions, which make for over half the total.
Specifically:

• newsstand channel revenue dropped by 5.8%; the comparison with 2014 results is affected, on the one hand, by the poor start of the market in 2015, as a result of the challenging national environment and, on the other, by the outstanding performance in January 2014, driven by the publication of the “Hollande scoop” on Closer;
• on the other hand, subscription channel revenue posted a 0.8% growth versus 2014, thanks to the good trend in volumes, propelled by the ongoing promotional initiatives and steady prices, confirming the strategic opportunity to further invest in this channel.

These positive performances were made possible thanks to the constant attention paid to publishing quality and innovation.

EBITDA, net of non-recurring items, was basically steady versus 2014, totalling 36 million euro, with margins on revenue again above 10% (10.8% in 2015 versus 10.5% in 2014). A positive result achieved by Mondadori France, which continued to rationalize structures and curb editorial costs, while retaining its ability to invest in publishing quality and in diversification, with a view to further adjusting the organization to market changes and to sustaining profitability.
Specifically, two projects were launched in 2015, critical to countering the market downturn and to transforming the company into a truly digital organization: a restructuring plan based on voluntary staff leaving, launched in May; and the reorganization of the editorial teams, to be fully completed from end 2016.
As forecast, digital activities achieved a positive EBITDA in 2015.

Reported EBITDA, amounting to 32.4 million euro, was down by 7.5% versus 2014 (35 million euro), due to higher restructuring costs of approximately 2.8 million euro resulting from the above plan in effect.

Digital and diversification activities (over 8% of total revenue) grew by 14% thanks mainly to the growth of digital activities (+26.9%), regarding both the titles (+26.2%) and the NaturaBuy website (+30.9%).
The total number of readers of Mondadori France magazines reached 8.8 million unique users (Mediamètre Net Ratings MNR, average figure January-December 2015), up by approximately 23.8% versus 2014, also as a result of the steady digitization of the editorial teams.

• RETAIL

In the Retail area, the Group continued to implement strategic actions to align the organization and the sales channels to the developments of the market, which showed the first signs of recovery in 2015, focusing on operating costs reduction, on gradual network revision and format.

In 2015, the Retail area’s revenue fell by 7.2% to 196 million euro versus 211.2 million euro in 2014, mainly as a result of the disposal of the flagship store in corso Vittorio Emanuele in Milan (which had contributed 14.2 million euro in 2014). In the Books segment, which made for 77% of store revenue, Mondadori Retail has a 14.2% market share.

The analysis by channel showed the following:

• the growth of directly-managed book stores: +2.0% on a like-for-like basis;
• franchised bookstores: slight downturn of revenue in the books segment, but a slight increase overall with stores like-for-like (+0.8%);
• net of the disposal of the flagship store in corso Vittorio Emanuele in Milan, books in Megastores posted a good performance (+6.8%), while consumer electronics returned to growth (+2.3%);
• in the online segment, revenue was down by 5.7% overall (-1.8% in the books segment);
• book clubs performed in line with the structural reduction expected in the medium term development plan (-14.3%).

In 2015, Mondadori Retail posted a positive EBITDA, net of non-recurring items, of 2.2 million euro, improving sharply versus 0.2 million euro in 2014. The recovery of one percentage point of profitability is due largely to the improved product margins, specifically in the Books segment and in consumer electronics, and to the extended implementation of cost reduction measures, which led to a lower percentage of fixed and personnel costs.

Reported EBITDA in 2015 amounted to 1.8 million euro versus 8.9 million euro in 2014, which included the contribution of 9.3 million euro from the gain generated by the disposal of the flagship store in corso Vittorio Emanuele in Milan.

PERFORMANCE OF ARNOLDO MONDADORI EDITORE S.P.A.
The financial statements of the Parent company, Arnoldo Mondadori Editore S.p.A., for the year ended 31 December 2015, show a loss of 32 million euro (12.9 million euro in 2014).
As a result of the transfer of the business unit relating to publishing and distribution activities in the Books area, effective 1 January 2015, the two years are not comparable. The net profit in 2014 included operating profit of 11.7 million euro from the transferred BU, in addition to over 20.1 million euro in dividends received from a number of subsidiaries in the Books area.
The net profit was also affected by:

• EBITDA before non-recurring items amounting to -7.5 million euro, as a result of the structural costs of the Digital and Corporate area (-12.2 million euro), offset by the positive result in the Magazines Italy area (4.8 million euro);
• the adjustment to equity of the measurement of subsidiary and associated companies, amounting to 24.7 million euro versus 28.2 million euro in 2014, in addition to the charges from the disposal of Monradio and resulting exit from the radio business, amounting to 1.9 million euro;
• positive non-recurring items of 7.2 million euro, as a result of the gain from the disposal of the property in Rome, net of restructuring costs for incentives granted to employees and contractors.

SIGNIFICANT EVENTS AFTER YEAR END
On 22 January 2016, the Antitrust Authority announced the opening of an investigation into the acquisition of RCS Libri. The investigation will be completed within 45 days from 21 January 2016. An additional 30 days will be needed to receive an opinion from the Communications Authority.

2016 OUTLOOK
In 2015, the Group continued to vigorously implement its efficiency measures, consistent with the dynamics of its relevant markets, and the strategic rationalization of its portfolio of activities. The success of these strategies, coupled with the improvement of business performance, allowed it to achieve EBITDA of over 80 million euro and a positive net profit, on the rise versus 2014, as well as a strong reduction in the net financial position.

In 2016, the Group will continue to strengthen its core businesses – this also includes the mentioned agreement on the acquisition of RCS Libri – through constant focus on publishing quality and on the optimization of operating processes and cost structure, in order to further strengthen its competitive position and implement the development plan in the digital segment.

In light of the current relevant context and the Group’s positive performance in the opening months, it is reasonable to expect for the current year basically steady revenue (on a like-for-like basis) versus 2015 and a “high-single digit” growth of operating EBITDA (on a like-for-like basis), with a resulting increase in marginality.

In line with the above and notwithstanding a recovery in investments, the net financial position (on a like-for-like basis) is expected to further improve versus 31 December 2015.

To date, these projections do not include the consolidation of RCS Libri and the relating synergies from the integration, the impact on the outlook for the current year of which will be readily disclosed to the market once the transaction is completed.
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The Board of Directors of Arnoldo Mondadori Editore S.p.A. also aligned financial and non-financial disclosures by approving its 2015 Sustainability Report, drafted according to the GRI Guidelines, standard G4, based on the “in accordance” – core rating.
A summary of the Sustainability Report in line with the provisions contained in the 2014/95/EU directive adopted by the EU Parliament and Council on 22 October 2014 will be supplemented in the Annual Report; the complete document will be made available at the Shareholders’ Meeting.

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The Board of Directors of Arnoldo Mondadori Editore S.p.A. called the Shareholders’ Meeting on Thursday 21 April 2016 in first call.

PROPOSAL TO COVER THE LOSS OF THE PERIOD BY USING AVAILABLE RESERVES
The Board of Directors will propose to the Shareholders’ Meeting to entirely cover the loss of the year of 31,981,679.37 euro at 31 December 2015 by using the available reserves as follows:

• 1,100,690.02 euro by fully resorting to the stock option reserves under item “Other reserves and profit (loss) carried forward”;
• 30,880,989.35 euro by partially resorting to the available portion of the extraordinary reserve under item “Other reserves and profit (loss) carried forward”;

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RENEWAL OF THE AUTHORIZATION TO PURCHASE AND SELL TREASURY SHARES
Following the expiry of the preceding authorization resolved upon by the Shareholders’ Meeting on 23 April 2015, with the approval of the financial statements at 31 December 2015, the Board of Directors will propose to the next Shareholders’ Meeting the renewal of the authorization to purchase Treasury Shares with the aim of retaining the applicability of law provisions in the matter of any additional re-purchase plans and, consequently, of picking up any investment and operational opportunities involving Treasury Shares.
The Shareholders’ Meeting of 23 April 2015 authorized the purchase of Treasury Shares up to a maximum of 10% of the share capital made up of No. 26,145,834 ordinary shares.

In relation to the authorization of 23 April 2015, Arnoldo Mondadori Editore S.p.A. did not proceed, either directly or indirectly through its subsidiaries, to purchase any Treasury Shares.

On the occasion of the next Shareholders’ Meeting the proposal for the renewal of the authorization to sell the treasury shares acquired by the Company will also be made pursuant to article 2357 ter of the Italian Civil Code.
Here below are the main elements of the proposal made by the Board of Directors:

• Motivations

The motivations underlying the request for the authorization to purchase and sell treasury shares refer to the opportunity to attribute to the Board of Directors the power to:

• to use the treasury shares purchased as compensation for the acquisition of interests within the framework of the Company’s investments;
• to use the treasury shares purchased against the exercise of option rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties and to use the treasury shares for exchange or transfer transactions or to support extraordinary transactions on the Company’s capital or financing transactions that imply the transfer or sale of treasury shares;
• to possibly rely on investment or divestment opportunities, if considered strategic by the Company, also in relation to available liquidity;
• To sell treasury shares against the exercise of option rights for the relevant purchase granted to the beneficiaries of the Stock Option Plans established by the Shareholders’ Meeting.

• Duration

Until the Shareholders’ Meeting called to approve the financial statements at 31 December 2016 and, in any case, for a period not exceeding 18 months from the effective date of the resolution made by the Shareholders’ Meeting.

• Maximum number of purchasable Treasury Shares

The renewed authorization will enable the Company to reach the cap of 10% of its share capital, in line with the previous authorization.
Considering that, as indicated above, the Company does not hold any treasury shares, either directly or indirectly, the authorization would refer to the purchase of maximum No. 26,145,834 treasury shares (10% of the share capital).

• Criteria for purchasing Treasury Shares and indication of the minimum and maximum purchasing cap

Purchases shall be made on the regulated markets pursuant to article 132 of Italian Legislative Decree n. 58 of 24 February 1998 and article 144 bis, paragraph 1, letter B of Consob Regulation n. 11971/99 according to the operating criteria established in the organization and management regulations of the same markets, which do not allow the direct combination of the purchase negotiation proposals with pre-determined sale negotiation proposals, and also in compliance with any additional applicable regulations
The minimum and maximum purchase price would be determined under the same conditions established by the preceding Shareholders’ Meeting authorizations, i.e. at a unit price not lower than the official Stock Exchange price of the day preceding the purchase transaction, reduced by 20%, and not higher than the official Stock Exchange price of the day preceding the purchase transaction, increased by 10%.
In terms of daily prices and volumes the purchase transactions would be completed in compliance with the conditions established in EC Regulation n. 2273/2003.

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The 2015 results, approved today by the Board of Directors, will be presented by the Mondadori Group Management to the financial community today, 3.30 PM, at the Mondadori Megastore in piazza Duomo, Milan.
The corresponding documentation will be made available on 1Info a twww.1info.it, www.borsaitaliana.it and www.gruppomondadori.it (Investor Relations).

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The Executive Manager responsible for the drafting of the corporate accounting documentation – Oddone Pozzi – hereby declares, pursuant to Art. 154 bis, par. 2, of the Finance Consolidation Act, that the accounting documentation contained in this press release corresponds to the Company’s accounting entries, books and results.

[1] On 30 September 2015 the transfer of 80% of the share capital of Monradio S.r.l. to R.T.I. S.p.A. was completed for a consideration of 36.8 million euro. Pursuant to IFRS 5 (“Non-current assets held for sale”), the Group’s radio business was listed as “discontinued operations” and as such entered in these consolidated financial statements. As a result, in the income statement of 2015 and of 2014 included for comparison purposes, the results achieved in the radio business area in the period, along with the depreciation of operations made in order to bring their value in line with the fair value resulting from the offer, were classified under “Result from discontinued operations”.