2012 REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT Profile 2 of shares and other securities with Message from the Chairman and Chief Executive 3 or without preferential subscription rights 196 5.8 Independent verifier’s attestation 1 PRESENTATION OF THE TF1 GROUP 5 and assurance report on social, 1.1 The management team 6 environmental and societal information 198 1.2 Simplified organisation chart as at 19/02/2013 7 1.3 Group activities 8 6 INFORMATION ABOUT THE COMPANY 1.4 2012 key events 14 AND ITS CAPITAL 201 1.5 Group indicators 17 6.1 Information about TF1 202 1.6 Research and development expenditure 21 6.2 Legal environment 211 6.3 Capital 214 REPORT OF THE CHAIRMAN 6.4 Ownership structure 222 2 OF THE BOARD OF DIRECTORS 6.5 Stock market information 225 TABLE OF CONTENTS TABLE ON CORPORATE GOVERNANCE 23 7 2.1 Composition of the Board of Directors CORPORATE SOCIAL RESPONSIBILITY 227 and Board Committees 24 7.1 The CSR approach and reporting 228 2.2 Chairman’s report 33 7.2 Governance and business ethics 233 2.3 Report on remuneration 55 7.3 Dialogue with stakeholders 237 2.4 Risk factors 62 7.4 Issues related to content 241 7.5 Talent and working environment 251 MANAGEMENT REPORT 7.6 Sustainable development in products 3 OF THE BOARD OF DIRECTORS AFR 71 and activities 269 7.7 Responsible Purchasing 278 3.1 2012 market trends 73 3.2 2012 activity and results 85 8 GENERAL MEETING 283 3.3 Available information in other part of the registration document 99 8.1 Taking part in the Combined General Meeting 3.4 Statement of company operations of April 18, 2013 284 over the last five business years 99 8.2 Agenda 287 8.3 Report of the Board of Directors on the resolutions 4 2012 FINANCIAL STATEMENTS AFR 101 submitted to the Combined General Meeting and statement of the reasons for the resolutions 289 4.1 Consolidated financial statements 102 8.4 Presentation of the draft resolutions 296 4.2 Notes to the consolidated financial statements 108 4.3 Parent company financial statements 162 9 ADDITIONNAL INFORMATION 307 4.4 Notes to the parent company financial statements 166 9.1 Person responsible for the registration document and information concerning the verification STATUTORY AUDITORS of the accounts AFR 308 5 AND INDEPENDENT VERIFIER’S REPORTS 183 9.2 Relations with shareholders 310 9.3 2013 diary dates 311 5.1 Statutory Auditors’ Report on the Report 9.4 Information included by reference 311 by the Chairman of the Board 184 9.5 Addresses of main subsidiaries 5.2 Statutory Auditors’ Report on the Consolidated and participations 312 Financial Statements 185 9.6 Registration document and cross-reference table 313 5.3 Statutory Auditors’ Report on the Financial 9.7 Management report of the board of directors Statements 186 and cross-reference table AFR 315 5.4 Statutory Auditors’ Special report on regulated 9.8 Cross-reference table with GRI G3 316 agreements and commitments 188 9.9 Table showing correspondence with 5.5 Statutory Auditors’ report on the capital Decree n°2012-557 dated April 24, 2012 reduction 194 (Article 225 of the Grenelle 2 act) 318 5.6 Statutory Auditors’ report on the capital increase reserved for members of an employee savings scheme 195 5.7 Statutory Auditors’ report on the issuance This label recognizes the most transparent Registration Documents according labeltransparence.com to the criteria of the Annual Transparency Ranking. The element of the annual fi nancial report are clearly identifed in the table of content using the pictogram AFR REGISTRATION DOCUMENT 2012 AND ANNUAL FINANCIAL REPORT The French version of the Annual Report was filed by the “Autorité des Marchés Financiers” (AMF – French stock exchange commission) on March 13, 2013, in accordance with the article 212-13 of the General Regulation of the AMF. This document may not be used to support a fi nancial operation unless it is accompanied by an operation note certifi ed by the AMF. It was prepared by the issuer and is the responsibility of the person whose signature appears therein. The registration in accordance with the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, was made after that the AMF has verifi ed that the document is complete and understandable and that the information it contains is consistent. It does not authenticate by AMF of the accounting and fi nancial information. In case of discrepancy, the French version prevails. REGISTRATION DOCUMENT 2012 1 Profi le PROFILE TF1 is France’s leading mainstream television channel. It is also an integrated media group that has built up a range of activities in high-growth segments alongside its core business. Its corporate mission is to inform and entertain. In freeview television, the Group is present with four free-to-air The TF1 group’s activities now span the entire value chain in the channels: broadcasting industry: p TF1, the channel for major events, ranked no. 1 in France; p upstream in: p TMC, the leading digital terrestrial channel and fi fth nationwide; − audiovisual and fi lm production, p NT1, the young-adults channel that confi rmed its momentum in 2012; − the acquisition and trading of audiovisual rights, p HD1, the Group’s new digital terrestrial television channel launched − movie distribution; on 12 December 2012 and focused on all forms of storytelling (fi lm, p downstream in: drama, comedy, etc.). − the sale of commercials, It is also present in pay TV, with: − DVD and music CD publishing. p Eurosport, the leading pan-European sports broadcasting platform, received by 132 million households and available in 20 languages in TF1 has also created a broad range of merchandising spin-offs from 54 countries; its main channel, covering home shopping and e-commerce, catch-up TV and video-on-demand content, licences, musicals and board games. p TV Breizh, the no. 1 cable/satellite channel; The TF1 group is also active in the free press sector, with the free p the Discovery Division (Ushuaïa TV, Histoire, Stylía), which sets the newspaper Metro. standard for multi-channel offerings in France; TF1 formed a strategic alliance with Discovery Communications in p LCI, a news and current event analysis channel; December 2012 aimed at strengthening the activities of the Group in pay p TF6 and Série Club, owned 50% with M6. TV and in content publication. Since 1987, when it was privatised and became part of the Bouygues Harnessing the growth of the Internet and new technologies, TF1 Group, TF1 has created new, high value-added activities in its main produces, develops and publishes new interactive content and business of producing and broadcasting TV programmes. services for the Web, smartphones, tablets, internet TV and free press. In 2012 TF1 was voted the TV channel with the best digital footprint*, thanks to the power of its MYTF1 brand, its cross-cutting digital approach and its ability to bring together a community of over 15 million fans. Going forward, the TF1 group’s strategy will be to combine the broad and effective reach of mass media with the closeness of digital media, offering compelling content and seizing opportunities to reach audiences everywhere thanks to the onward march of technology. * NPA Social Media Awards prize. 2 REGISTRATION DOCUMENT 2012 Message from the Chairman and Chief Executive MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE Looking further Ladies and Gentlemen, Dear Shareholders, HD1 stands as a symbol in this respect. In a few months we started broadcasting a fresh and innovative channel that takes the number of Two observations can be made about 2012. the Group’s free-to-air channels to four. We have come a long way since The fi rst is not new. The advertising market failed to improve last year, 2007, when TF1 competed alone against 18 rival channels! in line with the overall economic trend. Caution, then, is the keyword Another promising move came with the signature on 21 December 2012 in 2013, given that the offer continues to fragment and the economic of a strategic alliance with Discovery. That this television giant should outlook remains uncertain. approach us to form a long-term partnership demonstrates the highly The second observation concerns our achievement s. TF1 group positive light in which international players see our Group. This is a major channels and the other activities put in strong performances. We agreement that brings new development prospects to Eurosport, our showed daring in our programmes, products and services, which met pay theme channels and TF1 Production. with emphatic success. We improved our processes, revamped our To address today’s lacklustre economy, we have to harness the organisation structures and strengthened our expertise. And we set in commitment of our employees, our powers of innovation and execution, motion the second phase in our optimisation plan with determination, our rigour and our expertise to continue developing our activity portfolio. the success of which will play a decisive role in Group development going forward. But we need to look further. We are backed by shareholders who trust us, and I would like to thank them. Our accomplishments over the last These efforts were refl ected in robust fi nancial results in 2012. Group fi ve years in television, digital technology and diversifi cation provide revenues held steady, as did current operating profi t. the TF1 group with all the strengths it needs to face the future with We have shown that our teams are talented and know how to manage confi dence. tight budgets with no detriment to quality, and also that the risks we The uncertainties of the day must never make us forget that.