A French corporation (« Société anonyme ») with a share capital of €336,645,875 Registered Office: 1-5, rue Jeanne d’Arc, 92130 Issy-les-Moulineaux 333 773 174 Corporate and Trade Register, Nanterre

2014 Annual Report Update

This 2014 Annual Report Update was filed with the Autorité des Marchés Financiers (“AMF”) on September 18, 2015, in accordance with Article 212-13 IV of the AMF General Regulations. It comes in addition to the 2014 Annual Report of Technicolor, filed with the AMF on March 18, 2015, under the number D.15-0152.

This document was prepared by the issuer and is the responsibility of the signatories thereof.

It may be used in connection with a financial transaction provided it is accompanied by a transaction note (note d’opération) approved by the AMF.

Copies of this update to the Annual Report are available free of charge at the registered office of Technicolor, 1-5, rue Jeanne d’Arc, 92130 Issy-les-Moulineaux, on the Company’s Website (www.technicolor.com) and on the AMF’s website (http://www.amf-france.org/en_US/).

Contents

1. 2015 FIRST HALF FINANCIAL REPORT ...... 4 2. UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATED TO 2015 2ND HALF ACQUISITIONS . 49 3. RECENTS EVENTS ...... 61 4. CONTINGENCIES ...... 66 5. GOVERNANCE ...... 67 6. SHARE CAPITAL ...... 69 7. PERSON RESPONSIBLE FOR THE UPDATE TO THE ANNUAL REPORT ...... 70 8. CROSS-REFERENCE TABLE ...... 71

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General information

As used in this 2014 Annual Report Update, the following terms have the following meanings set forth below:  the “Company” means Technicolor ;  the “Group” means the Company and all of its consolidated subsidiaries ;  the “Annual Report” means the Technicolor 2014 Annual Report, filed with the AMF on March 18, 2015 under the number D.15-0152 ;  the “Update” means this Update to the Annual Report.

N.B.: a cross-reference table indicating the pages of the Annual Report which correspond to the 25 headings provided in Appendix I of the European Regulation (EC) No. 809/2004 of April 29, 2004 and the pages of this Update appears starting on page 71.

The filing of this Update ensures the equivalent level of information on the market.

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1. 2015 FIRST HALF FINANCIAL REPORT

This is the report on the group for the first half 2015 condensed consolidated accounts which are prepared in compliance with articles L 451-1-2 III and following of the French Monetary and Financial Code and with articles 222-4 and following of the AMF General Regulation.

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TABLE OF CONTENTS

1.1 STATEMENT BY THE PERSON RESPONSIBLE FOR THE HALF-YEARLY FINANCIAL REPORT

1.2 GROUP MANAGEMENT REPORT FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2015

1.3 GROUP UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2015

1.4 STATUTORY AUDITORS’ REPORT

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1.1 STATEMENT BY THE PERSON RESPONSIBLE FOR THE HALF-YEARLY FINANCIAL REPORT

1.1.1 Person responsible for the half-yearly financial report

Mr. Frederic Rose, Chief Executive Officer, Technicolor.

1.1.2 Attestation

« I certify that, to the best of my knowledge, the financial statements presented in the half-yearly financial report, have been prepared in accordance with the applicable set of accounting standards, and give a true and fair view of the assets and liabilities, financial position and results of the Company and of its consolidated subsidiaries, and that the half-yearly report on the activity, fairly presents an accurate picture of the important events which occurred during the first six months of the fiscal year, their effects on the financial statements and describe the main risks and uncertainties for the remaining six months».

Issy-les-Moulineaux, July 22th, 2015

Frederic Rose Chief Executive Officer, Technicolor

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1.2 GROUP MANAGEMENT REPORT FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2015

Technicolor announced in a press release dated July 23rd, 2015 its financial results for the first half of 2015. Earnings before interests and taxes (EBIT) amounted to €132 million compared to €122 million in the first half of 2014. Revenues amounted to €1,621 million compared to €1,505 million in the first half of 2014. Net finance expenses totaled €44 million in the first half of 2015 compared to €74 million the first half of 2014. The income tax charge for the six months ended June 30, 2015 amounts to €29 million (€22 million in the first half of 2014). Net result amounted to a profit of €48 million in the first half of 2015 compared to a profit of €27 million in the first half of 2014.

Revenues and financial results of continued operations released by the Group are presented under 3 main business segments: Technology, Connected Home and Entertainment Services. All the remaining activities (including unallocated Corporate functions) are grouped in a segment “Other” as a reconciling item.

Highlights of financial results for the first half of 2015

Technicolor: Strong First Half 2015 Results

 Adj. EBITDA of €250 million, up 17.3% YoY

 Net income of €50 million, up €21 million YoY

 EPS up 71.8% YoY

 Full year 2015 objectives confirmed

Key points  Strong performance in Licensing; continuing development of new Technology business initiatives, and announcement of the royalty rate schedule for the HEVC Advance patent pool.  Sustained revenue growth and improved profitability for Production Services; successful integration of Mr. X and OuiDO, and completion of Mikros Image acquisition.

 DVD volumes down due to an unfavorable comparison base; improvement in volume trends expected in the second half, supported by a strong upcoming slate of major new Theatrical and Games titles.  Solid performance for Connected Home, with further improvement in overall product mix in all regions; on track for full year revenue growth and ongoing material year-on-year improvement in profitability.  Successful debt repricing transaction; further improved financial flexibility and reduced borrowing costs.

2015 objectives confirmed  Adjusted EBITDA between €560 million and €590 million;  Free Cash Flow of at least €230 million;

 Leverage ratio (Net Debt/Adj. EBITDA) of around 0.75x at end December 2015.

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Summary of consolidated results for the first half of 2015 (unaudited)

Key financial indicators

First Half Change YoY In € million 2014 2015 Reported At constant rate Group revenues 1,505 1,621 +7.7% (1.9)% Group revenues (excl. legacy activities) 1,495 1,620 +8.4% (1.3)% Adjusted EBITDA 213 250 +17.3% +16.8% As a % of revenues 14.2% 15.4% +1.2pt Adjusted EBIT 127 159 +25.5% +33.4% As a % of revenues 8.4% 9.8% +1.4pt EBIT from continuing operations 122 132 +8.2% +19.3% As a % of revenues 8.1% 8.1% +0.0pt Financial result (74) (44) +30 Share of profit/(loss) from associates 1 1 +0 Income tax (22) (29) (7) Profit/(loss) from continuing operations 27 60 +33 Profit (loss) from discontinued operations 0 (12) (12) Net income 27 48 +21 Net income (Group share) 29 50 +21 EPS (in €) €0.09 €0.15 +71.8% Free cash flow 129 117 (12) Net financial debt at nominal value (non IFRS) 671 628 (43)

Revenues from continuing operations (excluding legacy activities) reached €1,620 million in the first half of 2015, up 8.4% at current currency compared to the first half of 2014. At constant currency, revenues were down 1.3% year-on-year. A strong increase in Licensing revenues, as a result of higher contribution of the MPEG LA pool and sustained revenues across other licensing programs, and double-digit growth across Production Services, led by Visual Effect (“VFX”) and Animation activities, helped to mitigate lower DVD revenues and a softer performance in Connected Home revenues. Adjusted EBITDA from continuing operations was €250 million in the first half of 2015, up 17.3% at current currency compared to the first half of 2014. Adjusted EBITDA margin amounted to 15.4%, up by 1.2 points year-on-year, driven by stronger Licensing revenues and improved Production Services performance, reflecting healthy top-line growth and the exit from low margin Media Services activities, which offset lower DVD volumes and continued investments in new Technology business initiatives. Connected Home contribution was almost stable, despite lower revenues, due to solid execution and better product mix. In the first half of 2015, Technicolor continued to optimize its cost base and to generate efficiencies across its businesses as well as at corporate level. Adjusted EBIT from continuing operations totaled €159 million in the first half of 2015, up 25.5% at current currency compared to the first half of 2014, with margin of 9.8%, up 1.4 point year-over-year, as a result of higher Adjusted EBITDA, partially offset by increased D&A expenses.

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EBIT from continuing operations reached €132 million in the first half of 2015, up 8.2% at current currency compared to the first half of 2014, with margin of 8.1%, stable year-on-year, resulting from higher Adjusted EBIT, offset principally by restructuring costs related to the exit from Media Services activities. The Group’s financial result totaled €(44) million in the first half of 2015 compared to €(74) million in the first half of 2014, reflecting the following:  Net interest costs amounted to €27 million in the first half of 2015, a significant reduction compared to €39 million in the first half of 2014, driven by reduced interest rates stemming from the 2014 and 2015 repricing transactions.

 Other financial charges amounted to €17 million in the first half of 2015 compared to €35 million in the first half of 2014. Group net income was a profit of €50 million in the first half of 2015, a significant increase compared to the €29 million achieved in the first half of 2014.

Statement of financial position and cash position

First Half Change YoY In € million 2014 2015 Reported Operating cash flow from continuing operations 141 179 +38 Group free cash flow 129 117 (12) Nominal gross debt 973* 1,009 +36 Cash position 328* 381 +53 Net financial debt at nominal value (non IFRS) 645* 628 (17) *As of 31 December 2014.

Operating cash flow from continuing operations, which is defined as the Adjusted EBITDA less net capital expenditures and restructuring cash out, was €179 million in the first half of 2015, up by €38 million year-on-year. Operating cash flow represented 11% of total revenues, up by 1.7 points year-on-year, reflecting increased Adjusted EBITDA and a reduction in capital expenditures, partially offset by slightly higher cash outflow for restructuring. Capital expenditures totaled €43 million, down by €4 million year-on-year, as the Group continued to carefully manage spending and focus investments on growth areas, including capacity expansion in Production Services. Cash outflow for restructuring totaled €28 million, up by €2 million year-on-year, due to ongoing cost optimization actions across the Group’s businesses and at corporate level. Group free cash flow totaled €117 million in the first half of 2015, down by €12 million year-on-year. Cash financial charges amounted to €41 million, stable year-over-year, as the positive impact of the repricing transactions on borrowing costs was offset by an increase in other financial charges. Working capital variation was positive €29 million, mainly as a result of a favorable phasing of Licensing programs and improved working capital in the DVD Services division. Other cash charges, mainly related to tax and pensions, amounted to €41 million. Nominal gross debt amounted to €1,009 million at end June 2015, an increase of €36 million compared to €973 million at end December 2014, after mandatory senior debt repayments of €26 million, which were fully offset by a negative currency impact of €55 million resulting from the appreciation of the US dollar against the euro. The Group’s cash position was €381 million at end June 2015 compared to €328 million at end December 2014, an increase of €53 million, due to sustained free cash flow generation and positive currency impact, partly offset by cash used for Mikros acquisition, dividend payment and mandatory senior debt repayment. Net debt at nominal value amounted to €628 million at end June 2015 compared to €645 million at end December 2014, a reduction of €17 million.

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Segment review – H1 2015 result highlights

Technology

H1 2014 H1 2015 Change YoY In € million As a % of In € million As a % of Reported At constant revenues revenues rate Revenue 216 268 +24.0% +23.2% Adjusted EBITDA 149 69.0% 197 73.8% +32.6% Adjusted EBIT 141 65.4% 187 70.0% +32.8% EBIT 140 65.0% 188 70.1% +33.8%

Revenues reached €268 million in the first half of 2015, up 24% at current currency compared to the first half of 2014. Licensing revenues amounted to €258 million in the period, up by €47 million year-on-year, reflecting increased revenues from the MPEG LA pool and an ongoing solid performance of the Group’s direct licensing programs, in particular for Digital TV, which notably benefited from the contribution of new contracts signed over the course of the fourth quarter of 2014. Adjusted EBITDA amounted to €197 million in the first half of 2015 compared to €149 million in the first half of 2014. Adjusted EBITDA margin stood at 73.8%, up by 4.8 points year-over-year, driven by strong Licensing performance, which more than offset continued investment in new business initiatives, including in particular additional costs associated with the development of the Group’s Trademark and Technology Licensing activities, in line with Drive 2020 objectives.

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Entertainment Services H1 2014 H1 2015 Change YoY In € million As a % of In € million As a % of Reported At constant

revenues revenues rate Revenue (excl. Legacy) 612 687 +12.2% (1.7)% Legacy 10 1 (90.2)% (91.9)% Adjusted EBITDA 71 11.4% 64 9.3% (10.3)% Adjusted EBIT 17 2.7% 1 0.2% (93.4)% EBIT 12 1.9% (20) (2.9)% ns

Revenues (excluding legacy activities) reached €687 million in the first half of 2015, up 12.2% at current currency compared to the first half of 2014. This performance was driven by a positive forex impact and a strong growth of Production Services revenues, which partially offset lower DVD volumes.  Production Services revenues increased very strongly in the first half of 2015, driven by continuous double-digit growth across Visual Effects (“VFX”) and Animation activities, and a solid level of activity in Post-production Services both in Canada and France. During the first half of 2015, Production Services completed the shutdown of most Media Services activities and reached an agreement with Deluxe to combine their Digital Cinema activities, reflecting the Group’s decision to focus the business on content production and post-production services. Excluding the Media Services activities, Production Services would have recorded an even stronger performance. Technicolor continued to grow at record levels in VFX for feature films, with all facilities working on numerous projects at the same time and secured several new awards during the first half of 2015. 10 English translation – for information purposes only

This strong level of activity was coupled with the accretive integration of Mr. X that achieved a strong performance during the first half of 2015. VFX for commercials also grew across facilities. Animation revenues increased significantly during the period, benefiting from the integration of the French-based production house OuiDO Productions. Animation is expected to record strong growth in the second half of 2015, in particular with the acquisition of Mikros completed in June 2015, which benefits from a solid pipeline in feature animation, after completing work on Le Petit Prince and Mune, Le Gardien de la Lune (Onyx) in the first half of 2015.

Technicolor further confirmed in the first half of 2015 its key contribution to tentpole movies, providing VFX and Post- production Services on feature films including The Fantastic Four 3 and Frankenstein (Fox), Terminator Genisys (Paramount), The Hunger Games: Mocking Jay Part 2 (Lionsgate), Pan (Warner) and Spectre (Sony). The Group also confirmed its leadership in TV series, with Post-production teams completing work on approximately 10 different series, and Mr. X teams completing work on the new seasons of Penny Dreadful (Showtime) and The Strain (FX), while starting work on the second season of Marco Polo (Netflix).

 DVD Services revenues decreased in the first half of 2015, as a result of a 12% decline in combined Standard Definition and Blu-rayTM disc volumes compared to a strong first half of 2014 that benefited from the significant success of Disney’s Frozen, as well a generally stronger slate of major studio releases. The impact of the improved 2015 box office, up 6% in the US in the first half, has not yet benefited replication volumes, as the majority of 2015 largest releases, including the top-6 grossing movies year-to-date (all from Technicolor customers) will be replicated in the second half of the year. In Games, Xbox One volume grew in the first half, but was more than offset by continued weakening demand for the prior generation of Xbox platform. This trend is expected to improve in the second half, with the strong upcoming slate of major new games titles from multiple publishers, which in combination with the aforementioned theatrical title impacts, are expected to drive improvements in volume trends in the second half of the year.

Adjusted EBITDA amounted to €64 million in the first half of 2015, down €7 million compared to the first half of 2014, and margin decreased to 9.3%. The decline in Adjusted EBITDA was primarily due to lower volumes and a negative mix impact in DVD Services that the strong performance of Production Services, in particular in the second quarter, has partially offset.  In Production Services, adjusted EBITDA was better year-on-year, primarily due to higher sales in VFX and Animation activities. The improvement was particularly strong in the second quarter with the Group exiting from the low margin Media Services activity.  In DVD Services, adjusted EBITDA was down year-over-year in absolute value as a result of lower volumes. Unfavorable product mix, as well as lower multi-disc configurations served to also negatively impact profit in the first half.

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Connected Home

H1 2014 H1 2015 Change YoY In € million As a % of In € million As a % of Reported At constant

revenues revenues rate Revenue 655 652 (0.5)% (8.9)% Adjusted EBITDA 30 4.5% 28 4.3% (5.8)% Adjusted EBIT 9 1.4% 14 2.1% +54.7% EBIT 6 1.0% 3 0.5% (50.3)%

Revenues amounted to €652 million in the first half of 2015, down 0.5% at current currency compared to the first half of 2014. This performance resulted from a strong improvement in overall product mix, which offset lower total product volumes of 13.7 million units in the period (-17%).

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As expected, Connected Home faced a lower level of activity in developed markets as compared to a strong first half of 2014 that benefited from a high level of demand as part of product deployments at some large customers. The segment continued however to deliver material improvement in overall product mix during the period, both in North America and in Europe, Middle East and Africa, which mitigated the negative volume impact. This mix improvement resulted from the introduction of new products and a ramp up in the value chain. In emerging markets, the shift of the next phase of the digitization in India towards the second half of 2015 affected the level of activity in Asia-Pacific, while global demand was solid in Latin America outside Brazil, notably in Mexico. Both regions also benefited from improved overall product mix in the period. Adjusted EBITDA amounted to €28 million in the first half of 2015, almost stable compared to the first half of 2014, as strongly improved gross margin nearly fully offset the impact of lower revenues. Gross margin stood at 15.8%, up by 1.5 points year-on- year, driven by continued solid operating execution, supply chain efficiency and product cost improvement across the segment, and further improved product mix. Adjusted EBITDA margin amounted to 4.3% in the period, relatively unchanged year-over- year. Technicolor expects the revenue softness experienced by Connected Home in the second quarter of 2015 to persist in the third quarter, particularly in North America, and sales growth to resume strongly across all regions in the fourth quarter. Connected Home revenues are expected as a result to grow materially faster than the market on a full year basis (at current currency). Technicolor is confident in its ability to achieve a continued material year-on-year improvement in the profitability of Connected Home in 2015.

Segment review – Q2 2015 revenue highlights

Group revenues by segment Second Quarter Change YoY In € million 2014 2015 Reported At constant rate Technology 103 145 +40.5% +50.9% Entertainment Services 284 329 +15.8% +1.0% Connected Home 364 335 (8.0)% (15.4)% Group revenues (excl. legacy activities and Other) 751 809 +7.6% (0.1)% Legacy activities 5 0 (92.8)% (94.2)% Other 6 7 +28.0% +3.4% Group revenues 762 816 +7.2% (0.7)%

Technology revenues reached €145 million in the second quarter of 2015, up 40.5% at current currency compared to the second quarter of 2014. Licensing revenues amounted to €140 million in the period, up by €40 million year-over-year. This performance was primarily the result of a strong increase in MPEG LA revenues, due to the Group’s higher percentage share of the pool’s revenues and solid trends across TV, PC and digital set top box markets in North America over the second half of 2014, which more than offset an adverse impact from currency hedging. The contribution of the Group’s direct licensing programs was also sustained during the quarter. *** Entertainment Services revenues (excluding legacy activities) totaled €329 million in the second quarter of 2015, up 15.8% at current currency compared to the second quarter of 2014, driven by a positive forex impact and the strong revenue performance of the Production Services division, which delivered another quarter of double-digit year-on-year growth, partially offset by lower DVD volumes.  Production Services revenues were up significantly year-on-year, with another quarter of double-digit growth in VFX and Animation, reflecting strong organic growth across activities and incremental revenues generated by the successful 12 English translation – for information purposes only

integration of Mr. X and OuiDO Productions. Post-production Services revenues were particularly strong in France and in Canada, which fully offset lower revenues in the US, mostly due to a lower number of productions compared to last year and the shift of several titles into the second half of 2015. This strong performance was not altered by the shutdown of most Media Services activities at the end of the first quarter and the deconsolidation of Digital Cinema activities at the end of the second quarter following the closing of the joint venture with Deluxe. The Group successfully completed the acquisition of Mikros Image in June 2015.  DVD Services revenues decreased in the second quarter of 2015, mainly driven by a 13% decline in combined Standard Definition DVD and Blu-rayTM disc volumes as compared to the second quarter of 2014. Standard Definition DVD volumes declined by 15% in the period, due to continued reductions in Xbox 360 volumes, as well as general weakness in studio catalog/promotional volumes that impacted Blu-ray volumes as well. Blu-ray disc volumes decreased by only 1%, much improved over the 10% decline experienced in the first quarter of 2015. Major titles produced in the second quarter of 2015 included American Sniper (Warner Bros.), Fifty Shades of Grey (Universal) and The SpongeBob Movie: Sponge Out of Water (Paramount).

Volume Data for DVD Services Second Quarter First Half In million units 2014 2015 Change 2014 2015 Change Total Combined Volumes 260.6 226.5 (13.1)% 565.0 496.0 (12.2)% By Format SD-DVD 218.8 185.1 (15.4)% 457.9 396.1 (13.5)% Blu-ray™ 41.9 41.4 (1.1)% 107.1 100.0 (6.6)% By Segment Studio / Video 245.9 213.8 (13.0)% 526.5 466.3 (11.4)% Games 8.8 5.9 (33.0)% 21.1 15.5 (26.7)% Software & Kiosk 5.9 6.7 +14.0% 17.4 14.3 (18.1)%

 Legacy activity revenues were not material in the second quarter of 2015 compared to €5 million in the second quarter of 2014, as the Group completed this quarter the exit of these activities. IZ-ON Media was transferred from the Entertainment Services segment to the Other segment in the first quarter, as a result of the Group’s decision to divest from this activity. Technicolor completed on 30 June 2015 the disposal of IZ-ON Media to STRATACACHE.

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Connected Home revenues amounted to €335 million in the second quarter of 2015, down 8% at current currency compared to a strong second quarter of 2014. This performance reflected lower product volumes across most regions, with the exception of Latin America, offset in part by a material improvement in overall product mix. Connected Home secured a number of new awards and customer wins across all regions during the quarter, including high-end devices. Technicolor announced an ongoing collaboration with CANAL+ Group to create next-generation content experiences, beginning with the launch of the “Cube S”, a hybrid terrestrial TV and IP set top box that takes full advantage of Over-the-Top (“OTT”) delivery to give access to more than 150 channels and on demand and catch-up TV services. The Group also won a new major contract at Sky Brazil for the delivery of next-generation set top boxes.

Q2 2015 Regional Highlights

 In North America, revenues declined significantly in the second quarter of 2015 compared to a strong second quarter of 2014 that benefited from large customer deliveries associated with sustained set top box demand in Satellite and ongoing product deployments in Cable. Connected Home’s level of activity was also impacted by a more cautious approach from 13 English translation – for information purposes only

customers towards product orders and inventory management related to pending industry consolidation. Overall product mix improved strongly year-on-year, resulting mainly from an increased contribution of higher-end Cable devices in the sales mix.  In Latin America, revenues decreased in the second quarter of 2015 compared to the second quarter of 2014, despite increased product shipments, which expanded for the fourth consecutive quarter. This performance mainly reflected a slowdown in customer demand and increased commercial pressures in Brazil, which offset a solid level of activity in other countries of the region, especially Mexico, Chile and Argentina, driven by stronger higher deliveries of Broadband Cable and Telecom gateways. Excluding Brazil, revenues increased year-over-year in the region, while overall product mix also improved.  In Europe, Middle East and Africa, revenues were up in the second quarter of 2015 compared to the second quarter of 2014, as a strong improvement in overall product mix more than offset lower product shipments. This volume decline primarily reflected an unfavorable comparison to the second quarter of 2014, which benefited from a stronger level of demand as part of product deployments at some large customers, including the positive effect of the 2014 FIFA World Cup.  In Asia-Pacific, revenues declined significantly in the second quarter of 2015 compared to the second quarter of 2014, reflecting a strong reduction in product shipments, particularly for set top boxes, due to the shift of the next phase of the digitization in India to the second half of 2015. This impact was partly mitigated by a significant year-on-year improvement in product mix, driven by an increased contribution of higher-end Broadband devices in the sales mix. Connected Home also continued to grow its market position in China, where revenues doubled year-over-year, although from a relatively small base.

Volume Data for Connected Home Second Quarter First Half In million units 2014 2015 Change 2014 2015 Change Total Combined Volumes* 9.5 7.1 (25.1)% 16.5 13.7 (16.9)% By Region North America 2.6 1.6 (40.1)% 4.0 3.1 (21.5)% Latin America 2.7 2.9 +5.3% 5.5 6.0 +7.9% Europe, Middle-East and 2.1 1.8 (14.6)% 4.0 3.3 (18.3)% Africa Asia-Pacific 2.0 0.9 (57.4)% 3.0 1.3 (55.5)% * Including tablets and other connected devices.

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Summary of consolidated results as reported (unaudited)

First Half In € million 2014 2015 Change Group revenues from continuing operations 1,505 1,621 +7.7% Change at constant currency (%) - (1.9)% Technology 216 268 +24.0% Entertainment Services 622 687 +10.6% Connected Home 655 652 (0.5)% Other 12 14 +11.8% Adjusted EBITDA from continuing operations 213 250 +17.3% As a % of revenues 14.2% 15.4% +1.2pt Technology 149 197 +32.6% Entertainment Services 71 64 (10.3)% Connected Home 30 28 (5.8)% Other (37) (39) (7.6)% Adjusted EBIT from continuing operations 127 159 +25.5% As a % of revenues 8.4% 9.8% +1.4pt Technology 141 187 +32.8% Entertainment Services 17 1 (93.4)% Connected Home 9 14 +54.7% Other (40) (43) (7.1)% EBIT from continuing operations 122 132 +8.2% As a % of revenues 8.1% 8.1% +0.0pt Financial result (74) (44) +30 Share of profit/(loss) from associates 1 1 +0 Income tax (22) (29) (7) Profit/(loss) from continuing operations 27 60 +33 Profit/(loss) from discontinued operations 0 (12) (12) Net income 27 48 +21 Net income (Group share) 29 50 +21 EPS (in €) €0.09 €0.15 +71.8% Free cash flow 129 117 (12) Net financial debt at nominal value (non-IFRS) 671 628 (43) Net financial debt (IFRS) 608 563 (45)

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Reconciliation of adjusted indicators (unaudited)

Technicolor is presenting, in addition to published results and with the aim to provide a more comparable view of the evolution of its operating performance in the first half of 2015 compared to the first half of 2014 a set of adjusted indicators, which exclude the following items as per the statement of operations of the Group’s consolidated financial statements:  Restructuring costs, net;  Net impairment charges;  Other income and expenses (other non-current items). These adjustments, the reconciliation of which is detailed in the following table, amounted to an impact on Group EBIT from continuing operations of €(28) million in the first half of 2015 compared to €(5) million in the first half of 2014.

First Half In € million 2014 2015 Change EBIT from continuing operations 122 132 +10 Restructuring costs, net (11) (31) (20) Net impairment losses on non-current operating assets 0 (9) (9) Other income/(expense) 6 12 +6 Adjusted EBIT from continuing operations 127 159 +32 As a % of revenues 8.4% 9.8% +1.4pt Depreciation and amortization (D&A)* 86 91 +5 Adjusted EBITDA from continuing operations 213 250 +37 As a % of revenues 14.2% 15.4% +1.2pt * Including impact of provisions for risks, litigations and warranties.

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Pro forma financial indicators (unaudited)

In the first half of 2015, Technicolor proceeded to several structural enhancements impacting the Entertainment Services segment, including the shutdown of most Media Services activities completed at the end of the first quarter, the deconsolidation of Digital Cinema activities following the closing of the joint venture agreement with Deluxe at the end of the second quarter, and the exit of legacy activities (Film Services) finalized in the second quarter. The Group also completed the disposal of IZ-ON that impacts the Other segment. In order to facilitate the analysis of its future performance, Technicolor is presenting in the table below pro forma quarterly financial indicators for the full year 2014 and the first half of 2015 excluding all the aforementioned activities.

In € million 1Q14 2Q14 1H14 3Q14 4Q14 2H14 2014 1Q15 2Q15 1H15 Revenues 714 736 1,450 815 951 1,766 3,216 778 793 1,571 Change at current rate (%) 9.0% 7.9% 8.4% Change at constant rate (%) (2.4)% 0.3% (1.0)% Technology 113 103 216 116 159 275 490 123 145 268 Entertainment Services 310 268 579 331 434 764 1,343 338 313 652 Connected Home 291 364 655 369 358 727 1,382 317 335 652 Other 0 0 0 0 0 0 0 0 0 0 Adjusted EBITDA 209 329 538 242 As a % of revenues 14.4% 18.6% 16.7% 15.4% Technology 149 210 359 197 Entertainment Services 68 115 183 60 Connected Home 30 47 77 28 Other (37) (44) (81) (44) Adjusted EBIT 128 235 363 156 As a % of revenues 8.8% 13.3% 11.3% 10.0% Technology 141 201 342 187 Entertainment Services 18 53 71 3 Connected Home 9 29 38 14 Other (41) (48) (89) (47) EBIT 124 178 302 147 As a % of revenues 8.6% 10.1% 9.4% 9.4% Technology 140 200 340 188 Entertainment Services 12 (5) 7 0 Connected Home 6 28 34 3 Other (34) (45) (79) (43)

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1.3 GROUP UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2015

- UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION - UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGE IN EQUITY

- NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

Six months ended June 30, 2015 2014 (in million euros) Note Unaudited Unaudited Continuing operations Revenues 1,621 1,505 Cost of sales (1,227) (1,160) Gross margin 394 345

Selling and administrative expenses (V) (166) (150) Research and development expenses (68) (68) Restructuring costs (Erreu r ! Source du (31) (11) renvoi introuv able.) Other income (expense) (V) 3 6

Profit (loss) from continuing operations before tax 132 122 and net finance income (expense)

Interest income 6 4 Interest expense (33) (43) Other financial income (expense) (17) (35) Net finance income (expense) (VI) (44) (74)

Share of loss from associates 1 1 Income tax (VII) (29) (22) Profit (loss) from continuing operations 60 27

Discontinued operations Net gain (loss) from discontinued operations (VIII) (12) -

Net income (loss) 48 27 Attributable to: - Equity holders 50 29 - Non-controlling interest (2) (2)

Six months ended June 30, (in euro, except number of shares) Note 2015 2014 Unaudited Unaudited

Weighted average number of shares outstanding (basic net (XVII) 335,731,511 335,309,125 of treasury shares held)

Earnings (loss) per share from continuing operations - basic 0.18 0.09 - diluted 0.18 0.09 Earnings (loss) per share from discontinued operations - basic (0.04) - - diluted (0.04) - Total earnings (loss) per share - basic 0.14 0.09 - diluted 0.14 0.09

The accompanying notes on pages 25 to 48 are an integral part of these unaudited interim consolidated financial statements. 19 English translation – for information purposes only

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Six months ended June 30, 2015 2014 (in million euros) Note Unaudited Unaudited

Net income (loss) for the period 48 27

Items that will not be reclassified to profit or loss

Remeasurement of the defined benefit obligation (0) 18 (29)

Items that may be reclassified subsequently to profit or loss

Fair value gains / (losses), gross of tax on available-for- sale financial assets: - fair value adjustment of the period - 2

Fair value gains / (losses), gross of tax on cash flow

hedges : - on cash flow hedges before the hedged (12) 8 - transactions affect profit or loss

Currency translation adjustments: - currency translation adjustments of the period 19 21 - reclassification adjustments on disposal or (2) - liquidation of a foreign operation

Total other comprehensive income (1) 43 (6)

Total comprehensive income for the period 91 21

Attributable to:

- Equity holders of the parent 93 23 - Non-controlling interest (2) (2)

(1) No significant tax effect due to the overall tax loss position of the Group.

The accompanying notes on pages 25 to 48 are an integral part of these unaudited interim condensed consolidated financial statements.

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

June 30, December 31, (in million euros) Note 2015 2014 Unaudited Audited ASSETS

Non-current assets Property, plant and equipment (9) 278 284 Goodwill (X) 499 448 Other intangible assets (X) 492 476 Investments in associates and joint 17 10 ventures Investments and available-for-sale 17 8 financial assets Contract advances and up-front prepaid 47 53 discount Deferred tax assets 348 342 Income tax receivable 1 1 Other non-current assets 54 37 Cash collateral and security deposits (XI) 15 15

Total non-current assets 1,768 1,674

Current assets Inventories 158 99 Trade accounts and notes receivable 513 580 Derivative financial instruments 2 2 Income tax receivable 54 35 Other current assets 307 326 Cash collateral and security deposits (XI) 21 21 Cash and cash equivalents (XI) 381 328

Total current assets 1,436 1,391

Total assets 3,204 3,065

The accompanying notes on pages 25 to 48 are an integral part of these unaudited interim condensed consolidated financial statements.

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

June 30, December (in million euros) Note 2015 31, 2014 Unaudited Audited EQUITY AND LIABILITIES

Shareholders’ equity (XII) Common stock (337,908,662 shares at June 30, 2015 with 338 336 nominal value of €1 per share) Treasury shares (157) (157) Additional paid-in capital 941 939 Subordinated perpetual notes 500 500 Other reserves (41) (45) Retained earnings (accumulated deficit) (1,048) (1,095) Cumulative translation adjustment (237) (255)

Shareholders’ equity attributable to owners of 296 223 the parent

Non-controlling interest 6 (4)

Total equity 302 219

Non-current liabilities Borrowings (14) 882 852 Retirement benefits obligations (15.1) 364 384 Restructuring provisions (15.2) - 2 (Erreu r ! Source du renvoi introuv Other provisions able.) 45 56 Deferred tax liabilities 112 106 Other non-current liabilities 176 189

Total non-current liabilities 1,579 1,589

Current liabilities Borrowings (14) 62 59 Retirement benefits obligations (15.1) 31 30 Restructuring provisions (15.2) 36 34 (Erreu r ! Source du renvoi introuv Other provisions able.) 52 62 Trade accounts and notes payable 509 502 Derivative financial instruments 1 4 Accrued employee expenses 131 130 Income tax payable 42 29 Other current liabilities 459 407

Total current liabilities 1,323 1,257 Total liabilities 2,902 2,846 22 English translation – for information purposes only

Total equity and liabilities 3,204 3,065

The accompanying notes on pages 25 to 48 are an integral part of these unaudited interim condensed consolidated financial statements.

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in million euros) Six months ended June 30, Note 2015 2014

Unaudited Unaudited Net income (loss) 48 27 Income (loss) from discontinued activities (12) - Profit (loss) from continuing activities 60 27 Summary adjustments to reconcile profit from continuing activities to cash generated

from continuing operations Depreciation and amortization 88 83 Impairment of assets 10 1 Net changes in provisions (19) (22) Gain (loss) on asset disposals (6) (7) Interest (income) and expense 27 39 Other non-cash items (including tax) 36 40 Changes in working capital and other assets and liabilities 30 80 Cash generated from continuing activities 226 241 Interest paid (29) (39) Interest received 6 4 Income tax paid (33) (21) Net operating cash generated from continuing activities 170 185 Net operating cash used in discontinued activities (10) (9) Net cash from operating activities (I) 160 176

Acquisition of subsidiaries, associates and investments, net of cash acquired (18.2) (28) (3) Proceeds from sale of investments, net of cash (18.2) 2 8 Purchases of property, plant and equipment (PPE) (20) (21) Proceeds from sale of PPE and intangible assets - 3 Purchases of intangible assets including capitalization of development costs (23) (29) Cash collateral and security deposits granted to third parties (3) (2) Cash collateral and security deposits reimbursed by third parties 6 4 Loans (granted to) / reimbursed by third parties - - Net investing cash used in continuing activities (66) (40) Net investing cash used in discontinued activities - (2) Net cash used in investing activities (II) (66) (42)

Increase of Capital 4 - Proceeds from borrowings 1 1 Repayments of borrowings (14) (27) (169) Fees paid linked to the debt and capital restructuring (18.1) (6) (25) Dividends paid to Group’s shareholders (17) - Others (5) - Net financing cash generated used in continuing activities (50) (193) Net financing cash used in discontinued activities - - Net cash used in financing activities (III) (50) (193)

Net increase in cash and cash equivalents (I+II+III) 44 (59) Cash and cash equivalents at beginning of period 328 307

Exchange gains/(losses) and scope variation impacts on cash and cash equivalents 9 8

Cash and cash equivalents at end of period 381 256

The accompanying notes on pages 25 to 48 are an integral part of these unaudited interim condensed consolidated financial statements.

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UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Non- controlling Total Attributable to equity holders of the Group interest equity (deficit)

Total Additional Cumulative Share Treasury Perpetual Other Retained Group (in million euros) paid-in translation capital shares Notes (TSS) reserves earnings capital adjustment equity (deficit)

Balance at December 31, 2013 335 (156) 940 500 15 (1,228) (287) 119 - 119

Variation for the period ended June 30, 2014

Total other comprehensive income (*) - - - - (27) - 21 (6) - (6)

Net income (loss) for the period - - - - - 29 - 29 (2) 27

Total comprehensive income for the period - - - - (27) 29 21 23 (2) 21

Capital Increase 1 - (1) ------

Treasury shares purchased and sold (net amount) - (1) - - - - - (1) - (1)

Share-based payment to employees - - - - 4 - - 4 - 4

Balance at June 30, 2014 336 (157) 939 500 (8) (1,199) (266) 145 (2) 143

Variation for the semester ended December 31, 2014

Total other comprehensive income (*) - - - - (42) - 12 (30) - (30)

Net income (loss) for the period - - - - - 103 - 103 (2) 101

Total comprehensive income for the period - - - - (42) 103 12 73 (2) 71

Share-based payment to employees - - - - 5 - - 5 - 5

Other - - - - 2 (2) - - - -

Balance at December 31, 2014 336 (157) 939 500 (43) (1,098) (254) 223 (4) 219

Variation for the period ended June 30, 2015

Total other comprehensive income (*) - - - - 26 - 17 43 - 43

Net income (loss) for the period - - - - - 50 - 50 (2) 48

Total comprehensive income for the period - - - - 26 50 17 93 (2) 91

Capital increase 2 - 2 - - - - 4 - 4

Capital increase allocated to NCI - - - - (12) - - (12) 12 -

Dividend distribution - - - - (17) - - (17) - (17)

Treasury shares purchased and sold (net amount) ------

Share-based payment to employees - - - - 5 - - 5 - 5

Balance at June 30, 2015 338 (157) 941 500 (41) (1,048) (237) 296 6 302

(*) Refer to details in the “Consolidated Statement of Comprehensive Income”.

The accompanying notes on pages 25 to 48 are an integral part of these unaudited interim condensed consolidated financial statements.

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NOTES TO THE UNAUDITED FIRST HALF CONSOLIDATED FINANCIAL STATEMENTS

I. Main events of the period

During the first half of the year, Technicolor has implemented several actions to reinforce the focus of Production Services around its Digital Production activities. The Group has strengthened its position in Animation and Advertising through some acquisitions: OuiDO Productions, a Paris-based animation house, and Mikros Image, a French leading VFX and Animation house mainly located in France and Canada. In the meantime, Technicolor has partnered its Digital Cinema activity with Deluxe and restructured its loss making Media Services activity.

On June 2015, Technicolor repriced U.S. $763 million and €301 million of its senior secured term loans issued by Tech Finance & Co. S.C.A. maturing in 2020 (the “Term Loan Debt”) at new pricing of Libor / Euribor + 400bps, subject to a 1% Libor / Euribor floor, a 50bps reduction from the previous pricing. In parallel, certain amendments to the covenants of the Term Loan Debt were negotiated, notably the gross debt to EBITDA financial covenant which was revised upward to 4.0x from the previous level of 3.5x. Technicolor also increased the dividend payment basket which now amounts to €150 million between the closing date of the repricing and June 2020 and reduced the excess cash flow sweep from 75% to 50% (subject to step down if certain leverage ratios are reached).

II. Summary of significant accounting policies

II.1. Basis of preparation of the financial statements In these interim condensed consolidated financial statements, the terms “Technicolor group”, “the Group” and “Technicolor” mean Technicolor SA together with its consolidated subsidiaries. Technicolor SA or the “Company” refers to the Technicolor group parent company. Technicolor’s revenues and EBITDA have historically tended to be higher in the second half of the year than in the first half, with customers’ activity being greater in the second half, especially for Entertainment Services. These interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union (EU) as of July 22, 2015, which include IAS 34 “Interim Financial Reporting”. The standards approved by the EU are available on the following web site: http://ec.europa.eu/internal_market/accounting/ias/index_en.htm. These interim condensed consolidated financial statements should be read in conjunction with the 2014 annual consolidated financial statements. The accounting policies applied by the Group are consistent with those followed in the preparation of the Group’s Consolidated Financial Statements for the year ended December 31, 2014, and described in note 2 to the 2014 annual consolidated financial statements and at the beginning of each note, which are an integral part of the 2014 Group’s Annual Report except for the standards, amendments and interpretations which have been applied for the first time in 2015 (see note 2.4). These condensed consolidated financial statements are presented in euro. The interim condensed consolidated financial statements and notes were approved by the Board of Directors of Technicolor SA and authorized for issuance on July 22, 2015.

II.2. Use of estimates and judgment The preparation of interim condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period of the consolidated financial statements. The principal accounting policies requiring the use of estimates are: - Determination of expected useful lives of tangible and intangible assets ; - Impairment of goodwill and intangible assets with indefinite useful lives ; - Deferred tax assets recognition ; - Assessment of actuarial assumptions used to determine provisions for employee retirement benefit obligations; - Measurement of provisions and contingencies.

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The underlying assumptions used for the main estimates are similar to those described as of December 31, 2014. The management revises these estimates if the underlying circumstances evolve or in light of new information or experience. Consequently, estimates made at June 30, 2015 may subsequently be changed. The Group also uses its judgment to define appropriate accounting policies to apply to certain transactions when the current IFRS standards and interpretations do not specifically deal with related accounting issues.

II.3. Translation of foreign currency transactions The main exchange rates used for translation are summarized in the following table:

Closing Rate Average Rate 1.1.1.1.1.1.1June 2015 December 2014 June 2015 June 2014 U.S. dollar (U.S.$) 0.89397 0.82298 0.90047 0.72922 Pound sterling (GBP) 1.40548 1.28008 1.37472 1.22249 Canadian dollar (CAD) 0.72108 0.70877 0.72694 0.66354

II.4. New standards and interpretations

II.4.1. Standards, amendments and interpretations effective and applied as of January 1, 2015

New standard and interpretation Effective date (1) Main provisions Amendments to IAS 19 - Defined Annual periods If the amount of contributions is independent of the number of years of service, the Benefit Plans: Employee Contribution beginning on or after contributions may (but are not required) to be recognized as a reduction in service cost January 1, 2015 in the period in which the related service is rendered instead of being attributed to the periods of service. If the amount of contributions is dependent on the number of years of service, the contributions are required to be attributed to periods of service using the same method required by IAS 19.70 for the gross benefit. This would involve using either the defined benefit plan’s contribution formula, or a straight line basis. The group did not have impact. IFRIC 21 – Levies Annual periods IFRIC 21 provides guidance on when to recognize a liability for a levy imposed by a beginning on or after government, both for levies that are accounted for in accordance with IAS 37 Provisions, January 1, 2015 Contingent Liabilities and Contingent Assets and those where the timing and amount of the levy is certain. IFRIC 21 identifies the obligating event for the recognition of a liability as the activity that triggers the payment of the levy in accordance with the relevant legislation. The Interpretation clarifies that 'economic compulsion' and the going concern principle do not create or imply that an obligating event has occurred. There was no significant impact identified, because the group does not have significant tax levies.

(1) The effective dates mentioned in the table above are the dates as adopted by the European Union. These standards and interpretations issued by the IASB are nevertheless applicable by anticipation.

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II.4.2. Standards, amendments and interpretations that are not yet effective and have not been early adopted by Technicolor

New standard and interpretation Effective date (1) Main provisions Amendments to IAS 16 & IAS 38 Annual periods IAS 16 and IAS 38 both establish the principle for the basis of depreciation and beginning on or after amortization as being the expected pattern of consumption of the future economic January 1, 2016 benefits of an asset. The IASB has clarified that the use of revenue-based methods to calculate the depreciation of an asset is not appropriate because revenue generated by an activity that includes the use of an asset generally reflects factors other than the consumption of the economic benefits embodied in the asset. The IASB also clarified that revenue is generally presumed to be an inappropriate basis for measuring the consumption of the economic benefits embodied in an intangible asset. This presumption, however, can be rebutted in certain limited circumstances. Amendments to IFRS 11- Annual periods This amendment was developed for the purposes of transaction in which the interest in a Acquisition of an Interest in a Joint beginning on or after joint operation acquired meets the definition of a business combination in IFRS 3. Operation January 1, 2016

IFRS 15 – Revenue from contracts with Annual periods IFRS 15 specifies how and when revenue should be recognized. The standard provides a customers beginning on or after single, principles based five-step model to be applied to all contracts with customers. January 1, 2017 Considering recent development within the TRG (Transition Resource Group), the Group is waiting for clarification of some guidance which is expected in the second half of 2015.

IFRS 9 - Financial Instruments Annual periods IFRS 9 issued on 24 July 2014 will replace IAS 39 - Financial Instruments: Recognition beginning on or after and Measurement. The Standard includes requirements for recognition and measurement, January 1, 2018 classification, impairment, derecognition and general hedge accounting. The Standard introduces guidance on applying the business model assessment and the contractual cash flow characteristics assessment.

(1) The effective dates mentioned in the table above correspond to IASB recommendation.

III. Scope of consolidation

III.1. Acquisitions and disposals

III.1.1. Main business acquisitions

- OuiDO Productions

On January 21, 2015, Technicolor acquired 51% of OuiDO Productions (“OuiDO”), a Paris-based animation house, with 6 permanent employees. The investment took the form of a capital increase by €1 million. According to the shareholder’s agreement, Technicolor will purchase the remainder of the 49% in January 2016 at a price depending on the performance of the company in issuing new animated series, up to a maximum of €8 million (fixed amount of €1 million to be paid in January 2016 and a maximum earn-out of €7 million to be paid by 2021). The purchase price including the probable earn-out is estimated at €5.4 million (€4.4 million after discount). A debt of €4.4 million was recognized because of the put granted to non-controlling interest. As the net assets acquired represent €(1) million, a provisional goodwill of €6 million has been recognized and is primarily related to synergies that Technicolor anticipates following the integration of this business into the Production Services division. The contribution to revenues and operating profit of the Group of the acquired business for the period from its acquisition date to June 30, 2015 is not significant. The impacts of this transaction as of June 2015 are detailed below:

Acquirees’ Capital increase Fair Fair value (in million euros) carrying amount subscribed by value adjustments before combination Technicolor

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Net assets acquired Intangible assets 10 - (6) 4 Trade receivables & other assets 2 - 1 3 Cash (from capital increase on January, 2015) - 1 - 1 Borrowings (4) - - (4) Trade payables (3) - - (3) Other liabilities (3) - 1 (2) Total net assets acquired 2 1 (4) (1)

Initial capital increase from January 2015 1 Purchase price acquisition to be paid (including earn- out payments’ estimates) 4 Total purchase consideration paid (including 5 initial capital increase)

Goodwill (provisional amount as of June 30, 6 2015)

- Mikros Image:

On June 5, 2015, Technicolor acquired Mikros Image (Mikros), a French leading VFX and Animation house mainly located in France and Canada, which counts around 180 permanent employees. The estimated purchase price was valued at €14 million as of June 5, 2015 (after net indebtedness and working capital estimated adjustments) and may be subject to a post-closing adjustment. As part of the purchase price, €12 million have been paid to Mediacontech (the seller) at the closing date and €2 million put in an escrow account to cover the liability guaranty. The provisional goodwill of €11 million is primarily related to synergies that Technicolor anticipates following the integration of this business into the Production Services division. The contribution to revenues and operating profit of the Group of the acquired business for the period from its acquisition date to June 30, 2015 is not significant.

The impacts of this transaction as of June 2015 are detailed below:

Acquirees’ carrying amount Fair value Fair value (in million euros) before adjustments combination

Net assets acquired Property, plant and equipment 3 - 3 Intangible assets 2 - 2 Trade receivables & other assets 14 - 14 Cash 1 - 1 Borrowings including capital leases (3) - (3) Trade payables and & liabilities (14) - (14) Total net assets acquired 3 - 3

Purchase price paid (before post-closing 14 adjustment) Total purchase consideration paid 14

Goodwill (as of June 30, 2015) 11

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III.1.2. Main disposals

- Digital Cinema

On June 4, 2015, Technicolor has partnered its Digital Cinema activity with Deluxe. Under this agreement, Technicolor sold to Deluxe its worldwide activities (except France) in Digital Cinema for a minimum consideration of U.S. $24 million (equivalent to €19 million after discount at the June 2015 average rate), payable over three years. The fixed assets transferred to the partner amounted to €7 million, and Technicolor contributed for €4 million in cash. The total gain related to this disposal amounted to €6 million as of June 30, 2015. Around 260 permanent employees were transferred. The impacts of this transaction as of June 2015 are detailed below:

(€ in millions) Digital Cinema Net assets disposed of Fixed assets (7) Cash contribution to the partner (4) Total net liabilities / (assets) disposed of (11)

Deferred income recognized on the use of Technicolor (2) Trademark

Disposal price to be received 19

Costs linked to the disposal - CTA recycled in the statement of operations -

Gain on shares disposed of 6

- IZON Media LLC

On June 30, 2015, Technicolor sold its subsidiary IZON Media LLC (“IZON”) to Stratacache, a U.S.-based entity specialized in digital signage, for a purchase price of U.S. $1.65 million (€1.5 million at June 2015 average rate), which may be subject to a post-closing working capital adjustment. IZON had 111 permanent employees as of December 31, 2014.

(€ in millions) IZON Media LLC Net assets disposed of Trade receivables 3 Other assets 1 Trade payables (1) Other liabilities (3) Total net liabilities / (assets) disposed of -

Disposal consideration Cash consideration received 2 Working capital adjustment (*) Total disposal price 2

Costs linked to the disposal - CTA recycled in the statement of operations (2)

Loss on shares disposed of -

(*) The working capital adjustment will be known 45 days after closing. 30 English translation – for information purposes only

III.2. Significant judgments and assumptions

In accordance with IFRS 12, the following information is disclosed:  Significant judgment in determining control on entity even though Technicolor does not hold voting rights in this entity: Since June 2013 Tech Finance has been fully consolidated. Tech Finance only relevant activity is to lend the funds it gets from third parties to Technicolor. Any material changes to Tech Finance debt and loan could only be initiated by Technicolor that would decide to early reimburse or amend the characteristics of its debt. Additionally, Tech Finance revenues do not allow to conduct and fund any other sort of activities. Management has analyzed its influence in Tech Finance in accordance with IFRS 10’s revised control definition and guidance. It has concluded, further to the analysis on power, return and the ability to use the power to affect returns of Tech Finance that this special purpose vehicle should remain in the Group’s scope. Tech Finance assets and liabilities are only those related to the Debt (see note 14).

 Technicolor, with 51% interest in OuiDO Productions, applied the full consolidation method because Technicolor has the control over the activity of this affiliate.

IV. Information by operating segments

Connected Entertainment Consolidation (1) (in million euros) Technology Other Total Home Services(1) Adjustments

Six months ended June 30, 2015 Statement of operations items Revenues 268 652 687 14 - 1,621 Intersegment sales - - 2 1 (3) -

EBITDA adjusted 197 28 64 (39) - 250

Profit (loss) from continuing operations before 188 3 (20) (39) - 132 tax and net finance income (expense) Out of which the main non-cash items below: Amortization of customer relationships - - (6) - - (6) Amortization of contract advances and up- - - (12) - - (12) front prepaid discounts Other depreciation and amortization (10) (16) (43) (1) - (70) Other non-cash income (expense) - (8) (27) 6 - (29)

Statement of financial position items Assets Operating segment assets 143 458 831 8 - 1,440 Goodwill - 51 448 - - 499 Other segment assets 150 72 138 27 - 387 Total segment assets 293 581 1,417 35 - 2,326 Investments in associates - 1 - 16 - 17 Unallocated assets 861 Total consolidated assets 3,204

Liabilities Segment liabilities 211 591 573 430 - 1,805 Unallocated liabilities 1,097 Total consolidated liabilities (without equity) 2,902 31 English translation – for information purposes only

Other information Net capital expenditures (2) (5) (18) (19) (1) - (43) Capital employed 104 16 571 (56) - 635

(1) Following the disposal of the activity IZON completed in June 2015, the Group transferred the IZON activity, formerly reported as part of Entertainment Services segment, to the Other segment. (2) "Net capital expenditures" includes cash used relating to tangible and intangible capital expenditures, net of cash received from tangible and intangible asset disposals.

Connected Entertainment Consolidation (1) (in million euros) Technology Other Total Home Services (1) Adjustments

Six months ended June 30, 2014 Statement of operations items Revenues with external customers 216 655 622 12 - 1,505 Intersegment sales - 1 2 - (3) -

EBITDA adjusted 149 30 71 (37) - 213

Profit (loss) from continuing operations before 140 6 12 (36) - 122 tax and net finance income (expense) Out of which the main non-cash items below: Amortization of customer relationships - - (5) - - (5) Amortization of contract advances and up- - - (10) - - (10) front prepaid discounts Other depreciation and amortization (7) (21) (38) (2) - (68) Other non-cash income (expense) (1) (9) (7) (4) - (21)

Statement of financial position items Assets Operating segment assets 132 416 687 14 - 1,249 Goodwill - 50 408 - - 458 Other segment assets 144 60 102 18 - 324 Total segment assets 276 526 1,197 32 - 2,031 Investments in associates - 2 - 3 - 5 Unallocated assets 730 Total consolidated assets 2,766

Liabilities Segment liabilities 238 508 397 468 - 1,611 Unallocated liabilities 1,012 Total consolidated liabilities (without equity) 2,623

Other information Net capital expenditures (2) (9) (18) (20) - - (47) Capital employed 55 33 465 (37) - 516

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(1) Following the disposal of the activity IZON completed in June 2015, the Group transferred the IZON activity, formerly reported as part of Entertainment Services segment, to the Other segment. Accordingly the information above has been restated and IZON is now presented within the Other segment. (2) "Net capital expenditures" includes cash used relating to tangible and intangible capital expenditures, net of cash received from tangible and intangible asset disposals.

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V. Selling and administrative expenses and other income (expense)

(in million euros) Six months ended Six months ended June 30, 2015 June 30, 2014 Selling and marketing expenses (52) (48) General and administrative expenses (114) (102) Selling and administrative expenses (166) (150) Other income (expense) (1) 3 6

(1) In 2015, mainly linked to a gain on the disposal of Digital Cinema activity for €6 million and a gain of €5 million related to litigation settlement, partly offset by fixed asset write-off for €(9) million. In 2014, the line “Other income (expense)” mainly includes a gain on disposal of available-for-sale financial assets.

VI. Net finance income (expense) Six months (in million euros) ended Six months ended June 30, 2015 June 30, 2014 Interest income 6 4 Interest expense (33) (43) Interest expense, net (1) (27) (39)

Financial component of pension plan expense (4) (6) Exchange gain (loss) (6) (1) Acceleration of amortization of the effective interest rate on the debt - (19) (2) Change in fair value on financial instrument (loss) (2) - Other (3) (5) (9) Other financial income (expense), net (17) (35)

Net finance income (expense) (44) (74)

(1) In 2015 interest expense included €6 million due to the difference between the effective interest rate and the nominal rate of the debt. The decrease in 2015 of interest expense compared to 2014 is due to the positive impact of the debt repricing. (2) In 2014 the debt prepayments (April 30 and May 30) triggered a reversal of the IFRS adjustment (mainly made up of the initial gain resulting from the debt restructuring on May 26, 2010). (3) In 2014 mainly related to the call premium paid as part of the repricing transaction to creditors which did not accept the roll-over.

VII. Income tax

The income tax expense for the six months ended June 30, 2015 is determined using the year-end 2015 forecasted effective tax rate. This rate is computed on a country-by-country basis.

The income tax charge for the six months ended June 30, 2015 is summarized below:

Six months Six months (in million euros) ended ended June 30, 2015 June 30, 2014

France (15) (10) Foreign (14) (12) Total income tax (29) (22)

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VIII. Discontinued operations and held for sale operations VIII.1. Discontinued operations In 2015 and 2014, there has been no change in the discontinued operations scope. In 2015, the loss of €12 million from discontinued operations consists mainly of a settlement of some risk and litigation which were related to businesses discontinued some years ago (see note 20).

VIII.2. Assets and liabilities held for sale In 2015 and 2014, there was no activity classified as held for sale.

IX. Property, plant and equipment

Machinery & Other Tangible (in million euros) Land Buildings Total Equipment Assets (1) At December 31, 2014 Cost 3 54 1,026 269 1,352 Accumulated amortization and - (28) (863) (177) (1,068) impairment Year-ended December 31, 2014, 3 26 163 92 284 net

2015 Opening net amount 3 26 163 92 284 Exchange differences - 1 10 7 18 Acquisition of subsidiary (2) - - 2 1 3 Disposal of subsidiary (3) - - (5) - (5) Additions - - - 23 23 Amortization charge - (2) (27) (13) (42) Impairment losses - - (1) (1) (2) Other - 1 8 (10) (1) Period-ended June 30, 2015, net 3 26 150 99 278

At June 30, 2015 Cost 3 60 1,128 311 1,502 Accumulated amortization and - (34) (978) (212) (1,224) impairment Period-ended June 30, 2015, net 3 26 150 99 278

(1) Includes tangible assets in progress. (2) Related to the acquisition of Mikros Image and OuiDO Productions (see note 3.1 (a)). (3) Includes Digital Cinema fixed assets disposed of (see note 3.1 (b)).

X. Goodwill and other intangible assets

Patents and Customer Other Total intangible (in million euros) Goodwill trademarks relationships intangibles (1) assets At December 31, 2014 Cost 715 317 254 1,286 Accumulated amortization and (370) (267) (173) (810) impairment

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Year-ended December 31, 2014, 345 50 81 476 448 net

2015 Opening net amount 345 50 81 476 448 Exchange differences 24 4 6 34 33 Acquisition of subsidiary (2) 1 - 5 6 17 Additions - - 20 20 1 Amortization charge (8) (6) (22) (36) - Impairment losses (3) - - (8) (8) - Other 1 - (1) - - Period-ended June 30, 2015, net 363 48 81 492 499

At June 30, 2015 Cost 768 280 253 1,301 Accumulated amortization and (405) (232) (172) (809) impairment Period-ended June 30, 2015, net 363 48 81 492 499

(1) Includes capitalized development projects, acquired or internally developed software and acquired technologies on a standalone basis or as part of a business combination. (2) Related to the acquisition of Mikros Image and OuiDO Productions (see note 3.1 (a)). (3) Related to the write-off of capitalized development projects.

XI. Cash, cash equivalents, cash collateral and security deposits

December 31, (in million euros) June 30, 2015 2014 Cash 132 113 Cash equivalents 249 215 Total 381 328

Cash collateral and security deposits (1) 36 36

(1) Cash to secure credit facilities and other obligations of the Group, of which the current portion amounted to €21 million as of June 30, 2015 and December 31, 2014, and the non-current portion amounted to €15 million as of June 30, 2015 and as of December 31, 2014. Some cash collaterals for U.S. entities are classified as current because of their short maturity but are renewed automatically for periods of 12 months.

The average interest rate on short-term bank deposits was 4.26% in 2015 (2.54% in 2014); these deposits generally have a maturity of less than 1 month.

XII. Shareholders’ equity

On June 8, 2015, the share capital was increased by 738,205 new shares of €1 each in order to deliver the free shares vested under the LTIP share based plan. The counterpart of the share capital increase was a corresponding decrease of the additional paid-in- capital by €738,205. Between May 23, 2015 and June 30, 2015, as part of the Management Incentive Plan (MIP 2015), some share subscription options were exercised, giving rise to the creation of 1,262,787 new shares at an average price of €3.38 euros for a total €4,273,575 corresponding to an increase in the share capital of €1,262,787 and additional paid-in-capital by €3,010,788. As of June 30, 2015, Technicolor’s share capital amounted to €337,908,662, divided into 337,908,662 fully paid-up shares, each with a nominal value of €1.00.

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As permitted by article L. 225-178 of the French Commercial Code, the modification of the Company’s by-laws will be made once after the closing of 2015 fiscal year. The modification will take into consideration the exercise of the share subscription options for the whole fiscal year. As of June 30, 2015, and to the Company’s knowledge, the following companies held more than 5% of the Company’ share capital: - Vector Capital declared that it held 7.03% of the share capital and voting rights of the Company as of June 30, 2015 (against 12.9% at December 31, 2014); - The Caisse des Dépôts et Consignations declared that it held, jointly with Bpifrance Participations SA, 8.29% of the share capital and voting rights of the Company as of July 12, 2015. The Caisse des Dépôts et Consignations has not disclosed that it has crossed a statutory threshold since then. The Shareholders’ Meeting held on April 9, 2015 has voted the payment of a dividend of €0.05 per share for the fiscal year 2014. The amount of €17 million has been paid to shareholders on May 22, 2015. As of June 30, 2015, Technicolor owns 483,257 treasury shares.

Net equity hedging reserve As of June 30, 2015, a gain on hedging instruments of €8 million was recognized in OCI. It was not significant as of June 30, 2014.

XIII. Derivative financial instruments XIII.1. Foreign exchange risk The Group executes operations on the over the counter derivatives markets on a short-term basis. The fair value of all derivative financial instruments is shown in the table below.

(in million euros) June 30, 2015 December 31, 2014 Assets Liabilities Assets Liabilities Foreign exchange options 1.4 - - - Forward foreign exchange contracts - cash flow and fair 0.3 0.8 1.9 4.0 value hedges Total current 1.7 0.8 1.9 4.0 Total 1.7 0.8 1.9 4.0

Credit risk on these transactions is minimized by the foreign exchange policy of trading short-term operations. The marked-to- market carrying values shown in the table above, that is, €1.7 million at June 30, 2015 and €1.9 million at December 31, 2014, are therefore a good proxy of the maximum credit risk.

XIII.2. Interest rate risk XIII.2.1. Interest rate derivatives At June 30, 2015, the Group had no outstanding interest rate hedging derivatives.

XIII.2.2. Effective average interest rates (6 months)

First half First half

2015 2014 Average interest rate on borrowings 6.85% 8.44% Average interest rate after interest rate hedging 6.85% 8.44% Average interest rate after currency swaps and interest 6.85% 8.44% rate hedging

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XIV. Borrowings See note I “Main events of the period”, which describes the repricing transaction that occurred in the first half of 2015.

XIV.1. Analysis by nature

December 31, (in million euros) June 30, 2015 2014 Debt due to financial institutions 923 892 Other financial debt 13 10 Accrued interest 8 9 Debt under IFRS 944 911 Total non-current 882 852 Total current 62 59

XIV.2. Summary of the debt Debt (under IFRS) as of June 30, 2015 consisted principally of the Term Loan Debt in an amount of €919 million. The details are given in the table below:

Nominal IFRS Type of Nominal Effective Repayment (in million currency) Currency Amount Amount (1) rate rate (2) rate (2) Type Final maturity Term Loan Debt USD 763 719 Floating (3) 5.00% 6.52% Amortizing July 10, 2020 Term Loan Debt EUR 301 276 Floating (4) 5.00% 7.18% Amortizing July 10, 2020 (in million euros) Total Term Loan Debt 984 919 5.00% 6.72% Total Other Debt 17 17 1.98% 1.98% Total Accrued interest 8 8 TOTAL 1,009 944 4.93% 6.59%

(1) In the interim condensed consolidated statement of financial position the Term Loan Debt was initially recognized at fair value less transaction costs and then subsequently measured at amortized cost. (2) Rates as of June 30, 2015. (3) 3 month Libor with a floor of 1.00% + 400bp (4) 3 month Euribor with a floor of 1.00%+ 400bp

XIV.3. Main features

XIV.3.1. Maturity The table below gives the contractual maturity schedule of the Group’s debt.

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(in million euros) June 30, 2015 December 31, 2014 Less than 1 month 10 22 Between 1 and 6 months 25 12 Between 6 months and less than 1 year 27 25 Total current debt 62 59

Between 1 and 2 years 51 49 Between 2 and 3 years 54 50 Between 3 and 4 years 52 52 Between 4 and 5 years 52 52 Over 5 years 738 711 Total non-current debt 947 914 Total nominal debt 1,009 973 IFRS Adjustment (1) (65) (62) Debt under IFRS 944 911

(1) In the consolidated statement of financial position the Term Loan Debt was initially recognized at fair value less transaction costs and then subsequently measured at amortized cost.

XIV.3.2. Interest rate characteristics All of the Group’s debt is at floating rate.

XIV.3.3. Analysis of borrowing by currency

(in million euros) June 30, 2015 December 31, 2014 Euro 296 296 U.S. Dollar 648 615 Debt under IFRS 944 911

XIV.3.4. Undrawn credit lines

(in million euros) June 30, 2015 December 31, 2014 Undrawn, committed lines expiring in more than one year 212 203

The Group has a receivables backed committed credit facility in an amount of U.S. $125 million (€112 million at the June 30, 2015 exchange rate) which matures in 2019 and a €100 million revolving credit facility (the “RCF”) maturing in 2018. Neither was drawn at June 30, 2015, nor at December 31, 2014. The availability of the receivables backed line varies depending on the amount of receivables.

XIV.3.5. Financial covenants and other limitations For a detailed discussion of the limitations of the Term Loan Debt please refer to note 23.3 (e) to the Group’s 2014 consolidated financial statements.

Covenants Following the repricing and the covenants amendments, the Term Loan Debt contains a single affirmative financial covenant which requires that the total gross nominal debt be not more than 4.0 times EBITDA on a trailing twelve month basis (“leverage covenant”) on June 30 and December 31 of each financial year. The RCF contains a single affirmative financial covenant that requires that total net nominal debt be not more than 2.25 times EBITDA on a trailing twelve month basis (“RCF leverage covenant”). This covenant is only applicable if there is a drawing under the RCF on June 30 or December 31 of each financial year.

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Leverage covenant Total gross debt of the Group at June 30, 2015 must be no more than 4.0 times the EBITDA of the Group for the twelve months ending June 30, 2015. For the calculation of the gross debt, the nominal debt of the Group is used and the debt in foreign currencies is valued at the closing exchange rate at June 30, 2015.

Gross Debt €1,009 million EBITDA €582 million Gross Ratio Debt / EBITDA 1.73:1.00

Since 1.73 is less than the maximum allowed level of 4.0, the Group meets this financial covenant.

RCF leverage covenant Since the Group had no drawings outstanding under the RCF at June 30, 2015, this covenant does not apply.

XIV.3.6. Carrying amount of the Term Loan Debt IFRS analysis of the repricing transaction The repricing transaction performed in the first half of 2015 was executed for virtually its entirety with existing lenders and accounted for as a modification of the existing debt (no substantial change to the existing contract). Consequently, the €6 million of fees incurred in this transaction were booked as an IFRS adjustment to the carrying amount of the Term Loan Debt.

Carrying amount of the Term Loan Debt The IFRS value of the Term Loan Debt was determined to be the nominal amount of the Term Loan Debt reduced by transaction costs as adjusted by the effective interest rate (EIR) method. These costs amounted to €65 million on June 30, 2015 as detailed below: (in million euros) IFRS discount of the Term Loan as of December 31, 2014 (62) Transaction costs related to 2015 repricing (6) First half 2015 EIR effect 6 Effect of variation in exchange rates (3) IFRS discount of the Term Loan as of June 30, 2015 (65)

This IFRS discount of €65 million will be charged to interest over the remaining life of the Term Loan Debt using the effective interest rate method. The current weighted average effective interest rate of the Term Loan Debt is 6.72%.

XV. Provisions XV.1. Retirement benefit obligations Medical post- Pension plan (in million euros) retirement Total Benefits benefits As of January 1, 2015 407 7 414 Net periodic pension cost 5 - 5 Benefits paid and contributions (14) - (14) Actuarial (gains) losses recognized in OCI (1) (18) - (18) Currency translation adjustments and other 7 1 8 As of June 30, 2015 387 8 395

31 Of which current - 31 Of which non-current 356 8 364

(1) Actuarial gain of €(18) million is mainly due to the increase in discount rates in all significant geographical areas (UK, US and Europe), especially in Germany for €(21) million since German pension obligation amounted to €290 million at June 30, 2015 (more than 75% of Group pension liability). In the UK, the revaluation of the plan assets has led to an actuarial loss of €6 million. As of June 30, 2015, the present value of the obligation amounted to €306 million, the fair value of plan assets amounted to €207 million.

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XV.2. Restructuring provisions

(in million euros) Total As of January 1, 2015 36 Current period expense (1) 31 Release (1) (2) (3) Usage during the period (29) Write-off (1) Currency translation adjustment 2 As of June 30, 2015 36 Of which current 36

(1) Restructuring expenses, net of release are mainly composed of termination costs related to employees and facilities, mainly on Media Services activities. (2) Of which €(1) million reversal of provision related to environmental costs.

XV.3. Other provisions Risk and Other litigation related provisions (2) (in million euros) Warranty to businesses related to Total disposed of continuing businesses (1) As of January 1, 2015 18 51 49 118 Current period expense 6 - 7 13 Release (4) (10) (3) (17) Usage during the period (4) (11) (3) (18) Currency translation adjustments and other 1 1 - 2 As of June 30, 2015 17 31 50 98 Of which current 17 - 36 53 Of which non-current - 31 14 45

(1) Include mainly provision for risk and litigation. (2) Of which: - €7 million for provisions related to litigation as of June 30, 2015, and €17 million as of December 31, 2014; - €2 million for provisions related to environmental costs as of June 30, 2015, and €3 million as of December 31, 2014.

XVI. Share-based compensation plans As of June 30, 2015, the number of stocks options and free shares is analysed as follows:

(In millions of stock options) Total

Number of stock options and free shares as of December 31, 23.0 2014 Granted during 2015 first half 0.7 Forfeited or delivered during 2015 first half (3.2) Total as of June 30, 2015 20.5

The compensation expenses charged to income for the services received during the period amounted to €5 million and €4 million for the six months ended June 30, 2015 and June 30, 2014, respectively. The counterpart of this expense has been credited fully to equity in 2015 and 2014.

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XVII. Earnings (Loss) per share Six months Six months ended June 30, ended June 30, 2015 2014 Numerator: Adjusted profit (loss) “Group share” from continuing operations 62 29 attributable to ordinary shareholders (€ in million)

Denominator (1): Weighted shares (in thousand) 342,584 339,742 Of which Stock options 6,853 4,433

(1) Weighted average number of share for basic earnings is 335,731 thousands shares in June 2015.

Due to Technicolor share price, some stock option plans have no dilution impact. Some of these plans could have dilution impact in the future depending on the stock price evolution (see details of these plans in note 27 of 2014 consolidated financial statements).

XVIII. Specific operations impacting the interim condensed consolidated statement of cash flows

XVIII.1. Cash impact of debt restructuring note Six months ended Six months ended (in million euros) June 30, 2015 June 30, 2014 Fees paid for debt repricing (1) (VI) (6) (25) Reimbursement of borrowings to bank holders (14) (26) (158) Total cash impact of debt restructuring (32) (183)

(1) The fees paid directly linked to the debt repricing have been classified into financing cash flows as they relate to the modification of the debt (of which €6 million as of June 2015 and €24 million as of June 2014).

XVIII.2. Acquisition and disposal of subsidiaries, associates and investments XVIII.2.1. Acquisitions As of June 30, 2015, acquisition of investments, net of cash position of companies acquired, amounted to €24 million. They are mainly related to the acquisition of Mikros Image for €14 million (see note 3.1 (a)) and to the acquisition of available-for-sale investments for €10 million. As of June 30, 2014, acquisition of available-for-sale investments amounted to €3 million. XVIII.2.2. Disposal As of June 30, 2015, net cash impact from disposal of investments amounted to €2 million. They are mainly related to the sale of Digital Cinema activities for €(4) million, the sale of IZON Media LLC for €2 million (see note 3.1 (b)) and to the sale of available-for-sale investments for €4 million. As of June 30, 2014, net cash impact from disposal of available-for-sale investments amounted to €8 million.

XVIII.3. Changes in working capital and other assets and liabilities As French tax authorities reimburse the Research tax credit (CIR) after a three-year period, Technicolor decided to sell its CIR to a financial institution in the first half of 2015. This sale occurred at the end of June and led to the derecognition of the €18 million receivable with the following counterparts: . A cash receipt of €15 million; . A €2 million receivable towards the financial institution, corresponding to the residual cash to be received when the French tax authorities reimburse the CIR in 2018; and . A €1 million expense over the period. The Group keeps a residual continuing involvement in the derecognized receivable due to the fiscal risk.

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XIX. Contractual obligations and other commitments

XIX.1. Commitments related to operating leases

As of June 30, 2015, commitments related to future minimum and non-cancellable lease payments are detailed below:

(in million euros) June 30, 2015 (1) Minimum future lease payments 274 Future lease payments commitments received (2) (6) Net value of future lease commitments 268 (1) Minimum operating lease payments shown are not discounted.

(2) Includes mainly operating lease payments to be made by: . Assystem, INC. Research and CCA International for the subleasing of a part of the headquarter in France. . Proservia for the subleasing of a part of the Rennes building in France. . Picture Head and I.AM.MONEY for the subleasing of a part of Hollywood building in the United States.

XIX.2. Commitments related to financial instruments Commitments related to financial instruments held by the Group generate both future cash payments and receipts.

These commitments are disclosed in the following table for their related cash inflow and outflow amounts. (in million euros) June 30, 2015 Currency swaps 142 Forward exchange contracts 71 Total commitments given 213

Currency swaps 142 Forward exchange contracts 72 Total commitments received 214

XIX.3. Security interests granted to secure the Term Loan Debt On May 30, 2014, as provided for under the Term Loan Debt, a replacement security package consisting of share pledges, pledges of material intra-group loans and pledges of material cash-pooling accounts was put in place via Tech Finance to secure the Term Loan Debt. Shares of subsidiaries pledged On May 30, 2014, Technicolor SA pledged the shares of the following five subsidiaries: Gallo 8 SAS, Thomson Licensing SAS, Technicolor Delivery Technologies SAS, Technicolor Brasil Midia E Entretenimento Ltda, and Technicolor USA, Inc. to secure the Term Loan Debt. Cash pooling accounts pledged Pursuant to two different Cash Pooling Pledge Agreements, the cash pooling accounts of Technicolor SA in France and in the UK were pledged by Technicolor SA on May 30, 2014. The five pledged cash pooling agreements relate to the domestic and international centralization of Group Treasury, a multi-target balancing agreement, and three group treasurership standard agreements (in dollars, euro and British pounds). Intragroup loans pledged Pursuant to an Intragroup Loans Receivables Pledge Agreement, on May 30 2014, Technicolor SA pledged Intragroup loans receivables from Technicolor Trademark Management, Technicolor Europe Ltd., Technicolor Videocassette Holdings (U.K.) Limited, Technicolor Entertainment Services France SAS, Technicolor Distribution Services France SARL, Technivision Ltd., Thomson multimedia Sales UK Ltd, Technicolor Delivery Technologies, Technicolor USA, Inc., and Technicolor Australia Investments Ltd.

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XX. Contingencies

In the ordinary course of the business, the Group is involved in various legal proceedings and is subject to tax, customs and administrative regulation. The Group’s general policy is to accrue a reserve when a risk represents a contingent liability towards a third-party and when the probability of a loss is probable and it can be reasonably estimated. Significant pending legal matters include the following:

Italian tax litigation – Videocolor transfer prices The Company’s former Italian subsidiary, Videocolor S.p.A. (“Videocolor”), was subjected to a tax verification process in connection with its exporting of picture tubes to Technicolor USA, Inc. (formerly Thomson Inc.) from 1993 to 1998. In its report transmitted to the Italian Direct Taxes Local Office (the “Tax Office”) in December 1999, the Guardia di Finanza decided to modify the valuation method of the tubes exported to Technicolor USA, Inc. and, as a consequence, increased the taxable income of Videocolor in the amount of €31 million for the fiscal years 1993 through 1998. In May 2003, Videocolor elected to benefit, in respect of fiscal years 1993 and 1994 only, from a tax amnesty law enacted by the Italian Parliament in 2003. In application thereof, Videocolor paid a total amount of €1 million using available tax losses, thereby ending all disputes with respect to fiscal years 1993 and 1994. With regard to fiscal year 1995, the Tax Office gave notice in 2001 of an assessment resulting in additional taxes amounting to €4 million and tax penalties amounting to €4 million (before interest). Videocolor successfully appealed this assessment in October 2001 but, following an appeal from the tax authorities, the judgment was partially overturned in June 2006, with the Court of Appeals confirming an assessment in the amount of €2 million, not including interest and penalties. In January 2008, Videocolor filed an appeal with the Supreme Court based on the argument that the assessment did not comply with Organization for Economic Co-operation and Development (“OECD”) transfer pricing principles. In June 2008, the Court of Appeals rejected this appeal, and Videocolor challenged this decision before the Supreme Court in October 2009. In addition, in 2009 Videocolor filed a revocation appeal with the Court of Appeals in order to obtain the correction of a material mistake contained in the first instance court decision that resulted in the assessment being unduly increased by around €1 million. The Supreme Court found in favour of Videocolor in the revocation appeal on April 23, 2014, and sent the parties to a Regional Court to re-discuss the revocation appeal. The hearing on the appeal lodged by Videocolor in October 2009 against the 1995 notice took place in January 2014 and the decision is on standby until the revocation appeal decision is handed down. In 2002, the Tax Office gave notices of two assessments with regard to fiscal years 1996 and 1997 resulting in additional taxes amounting to €3 million and €2 million, respectively and tax penalties amounting to €3 million and €2 million, respectively. Videocolor challenged the assessments before the tax court in order to nullify these assessments. In October 2004, the tax court rejected most of the assessments notified by the Italian Tax authorities. The Tax Office appealed this decision in December 2005. In December 2007, the Court decided in favor of Videocolor, confirming the previous judgment. In July 2008, the Tax Office challenged these rulings to the Supreme Court. The appeal hearing took place in January 2014, with no decision to date. In December 2003, the Tax Office gave notice of an assessment with respect to fiscal year 1998, resulting in additional taxes amounting to €0.1 million and penalties amounting to €0.1 million. Videocolor appealed against this assessment in March 2004. After a number of court decisions, the Court of Appeals in September 2012 cancelled most of the assessments. This litigation is now closed.

Allegations of Anti-dumping of televisions manufactured by Technicolor in Thailand Technicolor is defending cases against Customs authorities in four European countries in relation to imports into the European Union by Technicolor subsidiaries of televisions manufactured by Technicolor in Thailand. These proceedings relate to different periods according to the different rules in each country, beginning at the earliest in 1997 and ending at the latest in August 2002. In accordance with the relevant procedures, Technicolor received various re-assessment notices in May 2004, January 2005 and February 2005 relating to antidumping duties, excluding interest and any penalties applicable in various countries of the European Union, including the United Kingdom, Germany, France, and Italy for an aggregate amount of approximately €22 million. Based on an unfavorable decision of the Italian Supreme Court issued in September 2012, the Italian Customs Authorities have requested the payment of a €7.6 million reassessment by instalments. Technicolor considers the Supreme Court decision to be unlawful in view of European Community law and introduced on November 8, 2013 an indemnity action before the Italian courts against the Italian State, involving the European Court of Justice by way of a preliminary question, if deemed necessary. The French Customs Authority accepted to submit in August 2005 Technicolor’s duty refund claim based on Article 239 of the European Community’s Customs Code to the European Commission. In May 2007, the European Commission notified Technicolor of its rejection of this claim, but accepted Technicolor’s good faith. In July 2007, Technicolor filed an appeal at the

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Court of First Instance of the European Court of Justice, which rejected Technicolor’s position in September 2009. In November 2009, Technicolor lodged an appeal at the European Court of Justice which also rejected Technicolor’s position in June 2010. Technicolor is continuing the legal proceedings at the national courts in France and Germany while, in the United Kingdom, Technicolor paid in July 2013 €1 million in full and final settlement of the reassessment, which closes the case in the United Kingdom. In June 2011, the French court accepted Technicolor’s request to transfer the case to the European Court of Justice, which responded in March 2012 but sent the case back to the French courts. In January 2013, the French Court found against Technicolor, declaring it liable to pay €9.5 million including VAT. Technicolor lodged an appeal against this decision on February 18, 2013 and the court hearing took place on January 17, 2014. The Court issued its ruling in March 2014 and found against Technicolor. Technicolor then paid the fine and filed an appeal with the Supreme Court in April 2014. The decision is expected for the second half 2015.

Poland tax Proceedings To complete two requests for arbitrage on 2003 transfer prices between France and the United Kingdom on one side and Poland on the other side, Technicolor’s Polish entity, Technicolor Polska, submitted an €8 million tax refund request to the Polish Tax Authorities in June 2009. At the same time, the Polish Tax Authorities launched an audit on the entity’s 2003 income tax and 2004 withholding tax returns. After lengthy proceedings, the Polish Tax Authorities issued provisional assessments in 2010 with respect to 2003 deductibility of research and development costs and 2004 withholding taxes resulting in additional taxes amounting to €10 million and interest amounting to €7 million. In the interim, Polish Tax Authorities had established a €17 million mortgage on Technicolor Polska’s assets which prevented, as an indirect consequence, the statute of limitations from expiring. In May 2010, the Polish Tax Authorities launched another audit on the 2004 corporate income tax and 2005 withholding tax returns. In January 2011, they issued provisional assessments equivalent to the previous year assessments, i.e. deductibility of 2004 research and development costs and 2005 withholding taxes, amounting to €5 million in principal and €3 million in interest. In August 2011, the First Level Administrative Court of Warsaw rejected 98% of the 2010 assessments (on 2003 deductibility of research and development costs and 2004 withholding taxes) notified by the Polish Tax Authorities. In December 2011, this verdict became final as the Polish Tax Authorities did not appeal. The Polish Tax Administration decided to review the final aspects of the proceedings and has interviewed around 20 former employees. In June 2013, the Polish Tax Administration issued new assessments for tax year 2004, alleging that the 2003 research and development expenses are non-deductible, while they took the opposite position in 2010. In November 2013, the Polish tax authorities waived the 2004 and 2005 withholding taxes reassessments, for an amount of €8.9 million. At the beginning of 2014, the Polish tax authorities waived the 2004 Current Income Tax reassessments, for an amount of €3.5 million. The Polish Tax Authorities also launched an audit for tax year 2007 and issued a preliminary assessment for approximately €0.4 million without interest and Technicolor is challenging this assessment. Currently only one mortgage for €12.6 million related to 2003 Current Income Tax remains. Technicolor Polska continues to contest the assessments and considers them to be invalid.

France VAT audit The French tax authorities audited the Company for 2009 tax year and issued at the end of 2012, a VAT assessment amounting to €5.6 million in principal and €0.8 million of interest. Out of this principal amount, one VAT assessment amounting to €1.3 million, relates to a subsidy granted to a former subsidiary on which VAT was mistakenly charged. The other significant assessment involves the deduction of VAT by the Company as a mixed holding company for an amount of €3.7 million. In July 2013, the French tax authorities issued VAT assessments with respect to 2010 tax year on the same grounds as with respect to 2009, the two most significant of which being a €1.1 million assessment relating to the subsidy and a €7.5 million assessment relating to the deductibility of the “holding” VAT. In June 2014, a collegial tax commission decided to give up on the reassessments relating to the deductibility of the “holding” VAT (i.e. €3.7 million for 2009 and €7.5 million for 2010). The Company is challenging the remaining assessments. Following receipt of the recovery notice in September 2014, the Company paid the remaining assessments (i.e. €1.3 million and €1.1 million for 2009 and 2010 and €0.3 million of interest). The Company therefore filed a claim before the French Ministry of Finance requesting the refund of the wrongly paid VAT to Novatech (liquidated in April 2014). On February 2015, an implicit rejection occurred because of the absence of response from the French Ministry of Finance during the legal two-month period. Therefore the Company presented a claim before the administrative Tribunal of Cergy-Pontoise in

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April 2015. Following the receipt of an explicit rejection in May 2015, after the deadline had expired, the Company produced a complementary memorandum to the administrative Tribunal of Cergy-Pontoise in June 2015.

Taoyuan County Form RCA Employees’ Solicitude Association In April 2004, the Plaintiff, the Association, which is a non-profit entity composed of former RCA employees of Technicolor’s subsidiary TCETVT (or heirs of former workers) who claim to have worked at TCETVT’s former manufacturing facility in Taoyuan (the “Facility”) filed a purported class action under Article 44-1 of the Taiwan Code of Civil Procedure in the Taipei District Court, Taiwan, Republic of China against TCETVT and General Electric International, Inc. (“GEI”). The Association is alleging they were exposed to various contaminants while living and working at the facility, which allegedly caused them to suffer various diseases, including cancer, or caused them emotional distress from fear that living and working at the facility increased their risk of contracting diseases. The Association originally claimed damages of NTD 2.7 billion (approximately €78 million at the June 30, 2015 exchange rate). In July 2015, the Association submitted a new pleading seeking to add 685 additional members and seeking to increase the Association’s claim for damages up to NTD 6.5 billion (approximately €188 million at the June 30, 2015 exchange rate). In March 2005, the Association’s complaint was dismissed by the Taipei District Court based on the Association’s failure to comply with certain procedural aspects of Taiwan’s class action statutes. Shortly thereafter, the Association appealed the dismissal, which was reversed by the Taiwan Supreme Court. In 2006, the case was remanded to the Taipei District Court for further proceedings as to procedural compliance by the Association. In August 2007, the Association attempted to add Thomson Consumer Electronics (Bermuda), Ltd., Technicolor USA, Technicolor SA, and General Electric Company (“GE”) as defendants and Technicolor disputed those entities being added to the litigation. The Taiwan court announced its ruling in April 2015 and entered judgment against TCETVT, Technicolor SA, and TCE Bermuda for approximately €17 million plus late interest penalty. TCETVT, Technicolor SA, and TCE Bermuda have appealed the judgment. The Association has also filed an appeal. Technicolor considers that it is GE’s legal and contractual obligation to indemnify Technicolor SA and its subsidiaries for the Association’s claims as, among other reasons, TCETVT operated for less than 4 years after its sale to the Technicolor Group while GE, and its predecessor-in-interest RCA Corporation, owned and operated TCETVT for approximately twenty years.

Cathode Ray Tubes Investigations and Lawsuits Class action lawsuits asserting private antitrust claims alleging anticompetitive conduct in the Cathode Ray Tubes (“CRT”) industry (including Color Picture Tubes (“CPT”) and Color Display Tubes (“CDT”) businesses) were filed in early 2008 in the United States (one group brought by indirect purchasers and one group brought by direct purchasers) that originally named Technicolor SA and others as defendants although Technicolor SA was dropped as a named defendant when amended complaints were filed in the spring of 2009. The Group sold the CPT business in 2005 and never had activity in the CDT business. Technicolor reached a settlement with the direct purchaser class and the Court has granted the settlement preliminary approval. Technicolor also reached an agreement with indirect purchaser class and the Court has granted the settlement preliminary approval. In March 2013, Sharp Electronics filed suit against Technicolor SA and Technicolor USA alleging anticompetitive behaviour in the CRT industry. Technicolor USA and Technicolor SA timely filed motions to dismiss. In September 2013, the Court issued an order dismissing Sharp’s claims without prejudice for failure to plead facts in support of its claims with the requisite particularity, but granted Sharp leave to amend its complaint. In October 2013, Sharp filed an amended complaint against Technicolor SA and Technicolor USA and Technicolor SA and Technicolor USA, timely filed motions to dismiss Sharp’s amended complaint. In March 2014, the Court denied in part and granted in part Technicolor USA’s and Technicolor SA’s motions to dismiss, allowing Sharp to proceed against Technicolor USA and Technicolor SA on Sharp’s federal antitrust claims and New York state claims. In September 2013, Tech Data filed suit against Technicolor SA and Technicolor USA alleging anticompetitive behaviour in the CRT industry, and, in response to Technicolor USA and Technicolor SA’s motions to dismiss, similar with Sharp, the Court denied in part and granted in part Technicolor USA’s and Technicolor SA’s motions to dismiss, allowing Tech Data to proceed against Technicolor USA and Technicolor SA on some of Tech Data’s claims. In November 2011, several direct purchaser plaintiff class opt outs filed individual complaints against other CRT-industry defendants and, in March 2013, sought leave to amend those complaints to add claims against Technicolor SA and Technicolor USA; the Court denied the direct purchaser plaintiffs leave in September 2013. In November and December 2013, several new suits alleging the same anticompetitive behaviour were filed against Technicolor SA and Technicolor USA by some of those same plaintiffs, including: BestBuy Co., Inc.; Costco Wholesale Corp.; Office Depot, Inc.; Sears, Roebuck and Co.; Kmart Corp.; the trustee for the Circuit City Stores, Inc., liquidating trust; creditors of Tweeter Opco, LLC, and Tweeter Newco, LLC; Electrograph Systems, Inc.; P.C. Richard & Son Long Island Corp.; MARTA Coop. of Am., Inc.; ABC Appliance, Inc.; Target 46 English translation – for information purposes only

Corporation; and Interbond Corporation of America. Also, in May 2014, ViewSonic filed a complaint against Technicolor USA and Technicolor SA. Technicolor USA and Technicolor SA moved to dismiss the lawsuits brought by these plaintiffs and, similar to the motions with respect to Sharp, the Court denied in part and granted in part Technicolor USA’s and Technicolor SA’s motions to dismiss, allowing these plaintiffs to proceed against Technicolor USA and Technicolor SA on some of their antitrust claims. Technicolor SA and Technicolor USA entered into settlements with Target and ViewSonic in February 2015 and has been dismissed from those actions with prejudice. A trial date has not yet been set and, at this time, Technicolor is unable to assess the outcome from the trial and potential liability. In November 2014, several Vestel entities filed a lawsuit before a court in the Netherlands against Technicolor SA and Technicolor USA (and other defendants) alleging anticompetitive behavior in the CRT industry. As appropriate and to the extent required, Technicolor USA and Technicolor SA will timely file responsive pleadings. On April 29, 2010, Technicolor’s Brazilian affiliate received notice from the Brazilian Ministry of Justice indicating Brazilian authorities are initiating an investigation of possible cartel activity within the CRT industry in Brazil. Technicolor SA timely filed its response as well as evidence responding to the allegations. On September 10, 2012, Technicolor SA received notice from the Mexican Federal Competition Commission indicating Mexican authorities had completed an investigation of possible cartel activity within the CRT industry in Mexico and on December 3, 2012, Technicolor SA timely filed its response as well as evidence responding to the allegations.

Environmental matters Some of Technicolor’s current and previously-owned manufacturing sites have a history of industrial use. Soil and groundwater contamination, which occurred at some sites, may occur or be discovered at other sites in the future. Industrial emissions at sites that Technicolor has built or acquired expose the Group to remediation costs. The Group has identified certain sites at which chemical contamination has required or will require remedial measures. Soil and groundwater contamination was detected at a former manufacturing facility in Taoyuan, Taiwan that was acquired from GE in 1987. In 1992, the facility was sold to a local developer. Soil remediation was completed in 1998. In 2002, the Taoyuan County Environmental Protection Bureau (“EPB”) ordered remediation of the groundwater underneath the former facility. The groundwater remediation process is underway. Technicolor has reached an agreement with General Electric with respect to allocation of responsibility related to the soil and groundwater remediation. In addition to soil and groundwater contamination, the Group sells or has sold in the past products which are subject to recycling requirements and is exposed to changes in environmental legislation affecting these requirements in various jurisdictions. The Group believes that the amounts reserved and the contractual guarantees provided by its contracts for the acquisition of certain production assets will enable it to reasonably cover its safety, health and environmental obligations. However, potential problems cannot be predicted with certainty and it cannot be assumed that these reserve amounts will be precisely adequate.

XXI. Subsequent events

Technicolor has entered into an exclusive agreement with the U.S. group CISCO (NASDAQ: CSCO) to acquire Cisco’s Connected Devices Division (projected revenues for U.S. $1.8 billion, almost 800 employees of which 700 engineers) for a total amount of U.S. $600 million (approximately €550 million at the BCE exchange rate published as of July 22, 2015) in cash and in stock transaction and which will be on a cash free, debt free basis. Under the terms of the agreement, upon the closing of the transaction, Cisco will receive approximately €413 million (U.S. $450 million) in cash and from a new debt fully guaranteed, and approximately €137 million (U.S. $150 million) in newly issued Technicolor shares, subject to certain adjustments provided for in the agreement. Simultaneously to the acquisition, Technicolor and Cisco will enter into a strategic partnership that will allow to develop and deliver next generation video and broadband technologies, with cooperation on Internet of Things (IoT) solutions and services. The strategic agreement will provide ongoing commitment to all existing customers and expand offerings. As part of the strategic agreement and after the transaction has closed, Mr. Hilton Romanski, Senior Vice President and Chief Strategy Officer of Cisco, will join Technicolor’s Board of Directors. The transaction is expected to close by the end of 2015 or at the beginning of 2016, subject to regulatory approvals and customary closing conditions.

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1.4 STATUTORY AUDITORS REPORT ON THE INTERIM FINANCIAL STATEMENTS

Interim condensed consolidated financial statements Statutory auditors report on the interim financial statements For the six-month period ended June 30, 2015

This is a free translation into English of the statutory auditors’ review report issued in French and is provided solely for the convenience of English speaking readers. This report includes information relating to the specific verification of information presented in the Group’s interim management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. This report also includes information relating to the specific verification of information given in the management report and in the documents addressed to shareholders.

To the Shareholders,

In compliance with the assignment entrusted to us by your general shareholders’ meetings and in accordance with the requirements of article L. 451-1-2 of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on:

. the review of the accompanying interim condensed consolidated financial statements of Technicolor S.A, for the six-month period ended June 30, 2015,

. the verification of the information contained in the interim management report.

These interim condensed consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.

1.4.1 Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.

1.4.2. Specific verification

We have also verified the information provided in the interim management report commenting the interim condensed consolidated financial statements that were subject to our review. We have no matters to report as to its fair presentation consistency with the interim condensed consolidated financial statements.

The statutory auditors

Neuilly-sur-Seine, July 23, 2015 Courbevoie, July 23, 2015 Deloitte et Associés Mazars

Ariane Bucaille Guillaume Devaux Jean-Louis Simon Partner Partner Partner

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2. UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATED TO 2015 2nd HALF ACQUISITIONS

2.1. UNAUDITED PRO FORMA FINANCIAL INFORMATION

The unaudited pro forma balance sheet as of June 30, 2015 and selected unaudited pro forma financial information related to the income statement for the twelve-month period ended December 31, 2014 and the six-month period ended June 30, 2015, together with the accompanying footnotes (the “Unaudited Pro Forma Financial Information”) are presented in millions of Euros and reflect the acquisitions of Cisco Connected Devices (“CCD”) and The Mill plc (“The Mill”), together the “Acquisitions”, as described below, as if they had been effective as of June 30, 2015 for the balance sheet and as of January 1, 2014 for the income statement information, as described hereunder.

UNAUDITED PRO FORMA BALANCE SHEET AS OF JUNE, 30 2015

(in millions of euros) Unaudited Unaudited Unaudited Unaudited Unaudited historical historical historical pro forma pro forma financial financial financial adjustments balance sheet information information information as of June, 30 for for for 2015 Technicolor CCD The Mill as of June, 30 as of June, 30 as of June, 30 2015 2015 (a) 2015 (b) Property, Plant & Equipment 278 - 24 - 302 Goodwill 499 - 117 534 4(a) 1 150 Other intangible assets 492 7 - - 499 Other non-current assets 499 - 4 - 503 Total non-current assets 1 768 7 145 534 4(a) 2 454 Inventories 158 143 33 - 334 Trade accounts and notes receivable 513 14 20 - 547 Other current assets 384 2 6 - 392 Cash and cash equivalents 381 - 9 (80) 4(d) 310 Total current assets 1 436 159 68 (80) 1 583 TOTAL ASSETS 3 204 166 213 454 4 037

Shareholders’ equity 302 96 (28) 283 4(b) 653

Borrowings (non-current portion) 882 - 187 175 4(c) 1 244 Other non-current liabilities 697 1 - - 698 Total non-current liabilities 1 579 1 187 175 1 942 Borrowings (current portion) 62 - 3 (3) 4(c) 62 Trade accounts and notes payable 509 9 5 - 523 Other current liabilities 752 60 46 (1) 857 Total current liabilities 1 323 69 54 (4) 1 442 TOTAL LIABILITIES 2 902 70 241 171 3 384 TOTAL EQUITY AND 3 204 166 213 454 4 037 LIABILITIES

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SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATED TO THE INCOME STATEMENT FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2015

(in millions of euros) Unaudited Unaudited Unaudited Unaudited Unaudited historical historical historical financial pro forma pro forma of financial financial information for adjustments the income information for information for The Mill statement Technicolor CCD for the six-month for the six- for the six- for the six-month period ended June month period month period period ended 30, 2015 (b) ended June ended June 30, June 30, 2015 (a) 30, 2015 2015 Revenues 1 621 848 92 - 2 561 Profit (loss) from continuing 132 55 11 11 3(a) 209 operations before tax and 3(b) net finance income (expense)

Interest expenses (33) - (11) (1) 3(c) (46) Adjusted EBITDA (1) from 250 57 17 8 3(a) 332 continuing operations

(1) Adjusted EBITDA corresponds to the profit (loss) from continuing operations before tax and net financial income (expense), net of other income (expense), depreciation and amortization (including impact of provision for risks, litigation and warranties)

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATED TO THE TWELVE- MONTH PERIOD ENDED DECEMBER 31, 2014

(in millions of euros) Audited Unaudited Audited Unaudited Unaudited historical historical historical pro forma pro forma financial financial financial adjustments of the information for information for information for income Technicolor CCD The Mill statement for the twelve- for the twelve- for the twelve- for the twelve- month month period month period month period period ended ended December ended December ended December 31, 31, 2014 (a) 31, 2014 (b) December 2014 31, 2014 Revenues 3 332 1 596 135 - 5 063 Profit (loss) from continuing 302 134 11 22 3(a) 469 operations before tax and net 3(b) finance income (expense)

Interest expenses (75) - (21) (5) 3(c) (101)

Adjusted EBITDA from 550 139 24 15 3(a) 728 continuing operations

(a) The information presented in the unaudited historical financial information for CCD as of and for the year ended December 31, 2014 and the six months ended June 30, 2015 has been derived from financial information provided by Cisco as further described in Note 1, as adjusted for fiscal year-end and translated from US dollars into euro. (b) The information presented in the audited historical financial information for The Mill as of and for the year ended December 31, 2014 and in the unaudited historical financial information as of and for the six months ended June 30, 2015 has been extracted from the audited year-end financial statements and unaudited half year financial statements of The Mill, as translated from pounds sterling into euro. See Note 1 for further details.

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Note 1 – Description of the transactions and basis of preparation

Acquisition of Cisco Connected Devices On July 23, 2015, Technicolor announced it had entered into an exclusive agreement with Cisco to acquire its customer premises equipment business (CCD as defined above) for a total consideration of $600 million (equivalent to €536 million at June 30, 2015 closing exchange rate) in a combination of cash and shares, which will be on a cash free/debt free basis. Under the terms of the agreement, upon the closing of the transaction, Cisco will receive $450 million (equivalent to €402 million at June 30, 2015 closing exchange rate) in cash and $150 million (equivalent to €134 million at June 30, 2015 closing exchange rate) in newly issued Technicolor shares representing 5,7% of the capital, subject to certain adjustments provided for in the agreement. The acquisition of CCD is structured as an asset deal but does not include certain elements of working capital such as trade account receivables or trade account payables and does not include any pension liabilities nor other long term liabilities. Approximately 750 employees from CCD are expected to be offered positions within Technicolor following the completion of the transaction, excluding employees in any corporate or support functions. The acquisition of CCD is expected to close during second half of November 2015.

Acquisition of The Mill On September 15, 2015 Technicolor acquired 100% of The Mill and its affiliates, the world’s largest visual effects and content creation studio for the advertising industry, for a total consideration of £48 million (equivalent to €67 million at June 30, 2015 closing exchange rate) paid in cash to the existing shareholders of The Mill Group. In addition and in accordance with the agreement, Technicolor paid the assumed The Mill debt amounting to £136 million (equivalent to €190 million at June 30, 2015 closing exchange rate).

Financing of the Acquisitions The cash consideration paid in connection with the Acquisitions are financed by:

o €375 million term loan granted by a syndicate of banks; o a reserved share capital increase for $150 million (equivalent to €134 million at June 30, 2015 closing exchange rate), reflecting the issuance of new ordinary shares by Technicolor SA to Cisco as partial consideration for the acquisition of CCD; o a share capital increase through a public offer with rights issue of €225 million; o for the remaining balance, by using cash available by the Company. Definitive amounts will be known when all financing operations are finalized. These are the assumptions made by the Company based on the expected structure of the financing. Actual results based on the final terms of the debt and equity offerings could differ from those estimates.

Basis of preparation

The Unaudited Pro Forma Financial Information as of June 30, 2015 and for the six-month period ended June 30, 2015 and the twelve-month period ended December 31, 2014, reflect the Acquisitions using the acquisition method of accounting under IFRS 3 Business Combinations (“IFRS 3”) according to the best information available to Technicolor at the time of preparation.

The unaudited pro forma adjustments are based on available information and on certain assumptions that we consider to be reasonable, notably those related to the Offer Letter dated July 22, 2015 for the acquisition of CCD, the Purchase Agreement dated September 15, 2015 for the acquisition of The Mill, the Commitment Letter from Goldman Sachs International dated July 23, 2015 and the Commitment to Underwrite Proposed Rights Issue Letter from Goldman Sachs International dated September 14, 2015.

The Unaudited Pro Forma Financial Information does not include any cost savings or other synergies that may result from the Acquisitions nor any special items such as restructuring and integration costs that may be incurred as a result of the Acquisitions. In addition, the consequences of any asset disposals that may be required by the competition authorities cannot be anticipated and are therefore not reflected in the Unaudited Pro Forma Financial Information.

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The Unaudited Pro Forma Financial Information has been prepared based on:  Technicolor audited annual consolidated financial statements as of and for the year ended December 31, 2014 under International Financial Reporting Standards, as adopted by the European Union (“IFRS”);  Technicolor unaudited interim condensed consolidated financial statements as of and for the six-month period ended June 30, 2015 prepared in accordance with IAS 34 Interim Financial Reporting, applicable to interim financial information (“IAS 34”);  CCD unaudited consolidated financial information for the twelve months ended December 31, 2014 under accounting principles generally accepted in the United States (“US GAAP”), which have been derived and extracted from Cisco’s consolidated financial statements as of and for the years ended July 26, 2014 and July 25, 2015 (refer to the section below “Historical financial statements and currency translation – CCD”)  CCD unaudited interim financial information as of and for the six-month period ended June 30, 2015 under US GAAP extracted and derived from Cisco’s consolidated financial statements ended as of and for the year ended July 25, 2015;  The Mill’s audited annual consolidated financial statements as of and for the year ended December 31, 2014 under accounting principles generally accepted in the United Kingdom (“UK GAAP”);  The Mill’s unaudited interim condensed consolidated financial statements as of and for the six-month period ended June 30, 2015 under UK GAAP.

In addition, the Unaudited Pro Forma Financial Information is based on preliminary estimates, which we believe to be reasonable but have neither been audited nor reviewed. No allocation of fair value to the potential identifiable acquired assets and liabilities has been performed for the purposes of preparing the Unaudited Pro Forma Financial Information, considering the preliminary stage of the Acquisitions and the complexity of valuation of the acquired assets (mainly patents, contracts, technology and in- process research and development). Accordingly, the difference between the total consideration paid and the carrying value of the acquired assets and liabilities assumed has been fully recorded as goodwill for an amount of €440 million and €211 million for CCD and The Mill, respectively (see Note 4(a)). Allocations in accordance with IFRS 3 will be performed after the effective closing date of the Acquisitions.

The Unaudited Pro Forma Financial Information is presented for illustrative purposes only and is not indicative of our results of operations or financial condition that would have been achieved had the Acquisitions been completed as of June 30, 2015 or January 1, 2014, nor is the Unaudited Pro Forma Financial Information indicative of our future results of operations or financial position.

Pro forma adjustments related to the unaudited selected pro forma of the income statement for the six-month period ended June 30, 2015 and the twelve-month period ended December 31, 2014 are computed assuming the Acquisitions were completed on January 1, 2014.

Pro forma adjustments related to the unaudited pro forma balance sheet as of June 30, 2015 are computed assuming the Acquisitions were completed on June 30, 2015.

All pro forma adjustments are directly attributable to the Acquisitions. These adjustments have been prepared and computed based on available information, preliminary analysis made by Technicolor Management and estimates and assumptions that we believe to be reasonable.

There are no significant balances and/or transactions between Technicolor and CCD or The Mill that would require them to be eliminated in the Unaudited Pro Forma Financial Information.

Only adjustments that are expected to have a continuing effect on Technicolor’s consolidated financial statements are taken into account. For instance, the Unaudited Pro Forma Financial Information does not reflect any future restructuring expenses that may be incurred in connection with the Acquisitions. Only restructuring expenses already accounted for in the consolidated financial statements of Technicolor for the year ended December 31, 2014 and the six-month period ended June 30, 2015 have been taken into account.

Only adjustments that are factually supportable and that can be estimated reliably are taken into account. For instance, The Unaudited Pro Forma Financial Information does not include any economies of scale that may result from synergies and cost savings, nor does it reflect cost savings potentially realizable from the elimination of certain expenses or from synergies. The Unaudited Pro Forma Financial Information do not reflect any special items such as payments pursuant to restructuring and integration costs that may be incurred as a result of the Acquisitions.

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Historical financial statements and currency translation

Technicolor

We have prepared the Unaudited Pro Forma Financial Information based on Technicolor's historical financial statements for:

- the year ended December 31, 2014, which are Technicolor’s audited consolidated financial statements included in the 2014 “Document de Référence”, and - for the six-month period ended June 30, 2015, which are the unaudited interim condensed consolidated financial statements, included in the “Rapport Financier semestriel 2015”

CCD

The CCD businesses have historically operated as an integrated part of Cisco and within the Cisco group. However, in connection with the process of preparing CCD for sale, Cisco prepared historical financial information for CCD as of and for the twelve- month period ended December 31, 2014 and the six-month period June 30, 2015 on a “carve-out” basis from its’ consolidated financial statements to represent the financial position and certain results of operations information related to the assets (consisting primarily of contracts and intellectual property) to be disposed by Cisco and corresponding to the perimeter of CCD. Such “carve out” historical financial information was prepared for limited illustrative purposes only, and is not indicative of the CCD’s financial position, results of operations, or cash flows had the CCD operated as a separate entity during the periods presented nor for future periods because of the fact that CCD was operated as an integral part of the larger Cisco group without a separated income statement, working capital account or dedicated support services.

The CCD business did not operate as a separate segment or business unit followed specifically by Cisco. Under the “carve-out” basis of presentation, this financial information includes allocations for various expenses as well as certain assets and liabilities historically maintained by Cisco, and recorded in the financial information of CCD, but does not include, among other things, Cisco corporate overhead expenses, interest expenses, certain deferred and current income tax assets and with respect to balance sheet liabilities some items such as employee benefits liabilities and contingent liabilities. As a result of the foregoing, in order to present herein under the CCD column the financial information for CCD that corresponds to the assets, liabilities, revenues and expenses that are expected to be acquired by Technicolor pursuant to the Offer Letter, certain adjustments were made to the “carve out” information.

In addition, the last two fiscal year-ends for Cisco are July 26, 2014 and July 25, 2015 (1). Accordingly, financial information for CCD presented in the Unaudited Pro Forma Financial Information has been derived and extracted from Cisco's consolidated financial statements for the twelve-month period ended July 26, 2014 and July 25, 2015 and adjusted as follows:

For the twelve-month period ended December 31, 2014

(i) Deduction from July 26, 2014 Cisco consolidated financial statements, of the revenues and expenses attributable to CCD on a carve-out basis for the period from August 2013 to December 2013 (ii) Addition from July 25, 2015 Cisco consolidated financial statements, of the revenues and expenses attributable to CCD on a carve-out basis for the period from August 2014 to December 2014

For the six-month period ended June 30, 2015

(iii) Deduction from July 25, 2015 Cisco consolidated financial statements, of the revenues and expenses attributable to CCD on a carve-out basis for the periods from (i) August 2014 to December 2014 and (ii) July 2015

As noted above, such financial information for CCD has not been audited or reviewed.

The Mill

Historical financial information for The Mill are derived from audited consolidated financial statements for the year ended December 31, 2014 and from unaudited interim consolidated financial statements for the six-month period ended June 30, 2015.

Foreign currency translation of the historical financial information for CCD and The Mill

Historical financial information for CCD and The Mill as of and for the twelve-month period ended December 31, 2014 and as of and for the six-month period ended June 30, 2015 are presented respectively in U.S. dollars and pounds sterling and converted into euros at exchange rates as follows:

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Closing Rate Average Rate

June 2015 December 2014 June 2015 December 2014

U.S. dollar (USD) 0.89397 0.82298 0.90047 0.75435

Pounds sterling (GBP) 1.40548 1.28008 1.37472 1.24293

(1) The fiscal year for Cisco is the 52 or 53 weeks ending on the last Saturday in July. Fiscal year 2014 and fiscal year 2015 ended on July 26, 2014 and July 25, 2015 respectively and are each 52-week fiscal years.

Note 2 – Historical Cisco Connected Devices and The Mill adjustments for the purposes of preparing the Unaudited Pro Forma Financial Information

Adjustments of Cisco Connected Devices’ and The Mill’s historical financial information for differences between US GAAP and IFRS and UK GAAP and IFRS respectively

Technicolor has performed a preliminary review of accounting policies of CCD and The Mill, based primarily on interviews with the respective managements of CCD and the Mill and on available information, to determine whether any adjustments were necessary to ensure comparability in the Unaudited Pro Forma Financial Information. At this time, Technicolor is not aware of any differences between IFRS as applied by Technicolor and US GAAP or UK GAAP as applied respectively by CCD and The Mill, which could have a material effect on the Unaudited Pro Forma Financial Information. Upon closing of the Acquisitions, Technicolor will conduct a detailed analysis of the accounting policies of CCD and The Mill, which could result in reclassifications or adjustments in Technicolor’s consolidated financial statements prepared in accordance with IFRS.

As a result, the Unaudited Pro Forma Financial Information does not include significant adjustments to the historical financial information of CCD or The Mill to reflect differences between US GAAP and IFRS and UK GAAP and IFRS respectively. Specifically, with respect to differences in capitalizing development costs between Technicolor et CCD, this is not expected to have a significant impact on the Unaudited Pro Forma Financial Information as any capitalized development costs recognized in the historical financial information of CCD would be evaluated and recognized at fair value under the acquisition method of accounting, as prescribed by IFRS 3.

Reclassifications of specific line-items in the Cisco Connected Devices and The Mill businesses under IFRS

No reclassifications were made to align CCD’s or The Mill’s historical financial information with Technicolor’s financial statement presentation. Upon closing of the Acquisitions, Technicolor will conduct a detailed review of the financial statement presentation of CCD and The Mill. As a result of that review, Technicolor may identify presentation differences between the companies that, when conformed, could have a significant impact on the presentation of the consolidated financial statements. Based on the information available at this time, Technicolor is not aware of any presentation differences that could have a material impact on the Unaudited Pro Forma Financial Information.

Note 3 − Pro forma adjustments on the unaudited selected pro forma financial information related to the income statement for the year ended December 31, 2014 and June 30, 2015 a) To record corporate support costs & transversal function costs related to the CCD business

(i) As noted above, CCD did not operate as a separate segment or business unit within the Cisco group. Cisco, the parent company, allocated its own corporate and transversal function costs to all divisions including the CCD businesses, which are therefore included in the CCD historical financial information for $63 million (equivalent to €48 million at the average exchange rate for full year 2014) and $28 million (equivalent to €25 million at the average exchange rate for first half 2015) respectively for the twelve-month period ended December 31, 2014 and the six- month period ended June 30, 2015. Such costs have been eliminated and replaced by an estimated amount, based on Technicolor’s own ratio of corporate costs and transversal functions applicable to its Connected Home segment (to which the CCD business would belong once the transaction is consummated) following a commercial and financial review by Technicolor’s Management into the cost items of CCD’s business and a comparison with the same cost items that comprise the cost items of its Connected Home segment. Accordingly a ratio of 1.8% has been applied to 54 English translation – for information purposes only

CCD revenue, to align the cost structure with that of the segment into which CCD will be integrated following the acquisition, resulting in expenses of $37 million (equivalent to €28 million at the average exchange rate for full year 2014) and $17 million (equivalent to €14 million at the average exchange rate for first half 2015) respectively for the twelve-month period ended December 31, 2014 and the six-month period ended June 30, 2015.

(ii) As per the Offer Letter, the acquisition of CCD does not include certain employees from Cisco sales and marketing department, which were not dedicated to CCD. As such, these employees will not be transferred to Technicolor once the acquisition will be completed. Consequently, in order to take into account the costs related to selling and marketing function necessary to operate the CCD business, we have adjusted the selling, general and administrative costs of the CCD historical financial information to increase them by $6 million (equivalent to €5 million at the average exchange rate for full year 2014) and $3 million (equivalent to €3 million at the average exchange rate for first half 2015) respectively for the twelve-month period ended December 31, 2014 and the six-month period ended June 30, 2015 to reflect in the selected unaudited pro forma financial information the estimated amount of costs the amount we expect to incur in the future.

The application of the Connected Home segment cost structure to CCD is based on available information and certain assumptions which Technicolor Management believes to be reasonable. It does not purport to represent the actual cost structure of CCD for the periods presented herein, nor does it purport to project CCD’s cost structure or results of operations for any future period. The cost structure of CCD and the enlarged Connected Home segment operating results will depend on a variety of factors, including changes in operating results, and may differ materially from the pro forma amounts set forth herein.

b) To cancel the goodwill amortization cost related to The Mill The historical financial statement of The Mill included a goodwill for £83 million (€117 million at June 30, 2015 closing exchange rate) and a amortization cost of respectively €(7) million (at the average exchange rate for full year 2014) and €3 million (at the average exchange rate of first half 2015) for the twelve-month period ended December 31, 2014 and the six-month period ended June 30, 2015. An adjustment has been recorded in the unaudited pro forma balance sheet in order to cancel this goodwill (refer to Note 4 (a)). As a consequence, the selected items from the unaudited pro forma statement of income have been adjusted to cancel the goodwill amortization cost for an amount of €7 million and €3 million respectively for the twelve-month period ended December 31, 2014 and the six-month period ended June 30, 2015.

c) To adjust the interest costs related to the financing of the Acquisitions

The historical statement of income of The Mill included financial interest of £(17) million (equivalent to €(21) million at the average exchange rate for full year 2014) and of £(8)million (equivalent to €(11) million at the average exchange rate for first half 2015), for the twelve-month period ended December 31, 2014 and the six-month period ended June 30, 2015, respectively. This financial interest expense has been eliminated as a pro forma adjustment, taking into consideration the fact that Technicolor upon closing of the transaction has undertaken to pay the assumed debt of The Mill for an amount of £136 million (equivalent to €190 million at June 30, 2015 closing exchange rate). Therefore, had the acquisition took place on January 1, 2014, The Mill would not have assumed the financial interest related to its debt. However, it should be noted that no breakage or prepayment costs were assumed in respect of the repayment of this debt.

In addition, an adjustment has been made to record the interest costs related to the financing of the Acquisitions, which were computed using an effective interest rate of 7% for the twelve-month period ended December 31, 2014 and the six-month period ended June 30, 2015, for €25 million and €13 million, respectively, based on an estimated amount of €375 million of borrowings issued for the Acquisitions, and taking into account €13 million of estimated transaction costs. The interest rate corresponds to the effective interest rate of Technicolor’s borrowings in 2014 (i.e. 7%). This rate could differ from the actual interest rate when determined after the closing of the financing. An increase/decrease of 50 basis points would result in an increase/decrease of approximately €2 million of interest expense on an annual basis.

d) To record a preliminary allocation of the total consideration

Considering the fact that (i) the closing of the Acquisitions is not yet finalized, (ii) the information available to date is limited and (iii) the fact that the majority of acquired assets will need to be evaluated at fair value which will require complex and subjective estimates by Technicolor Management, the allocation of the purchase price has not yet been performed. As a result, the difference between the total consideration paid and the carrying value of the acquired assets and liabilities assumed has been fully recorded as goodwill. Allocations in accordance with IFRS 3 will be performed after the effective date of the Acquisitions. The fair value of acquired intangible assets such as technology and in-process research and development, patents, customer relationships and 55 English translation – for information purposes only

other contract-based intangible assets and trademark will be based upon the valuation performed by an external appraisal expert to be appointed and will be based on different valuation techniques, such as projection of discounted cash flows derived from income statement projections, excess profit method and anticipated churn rate for customer relationships valuation, for example. The revenue projection used to value such assets would be based on estimates of relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions and competition.

Goodwill and other intangible assets

No amortization expense has been recognized in the unaudited selected pro forma financial information related to the income statement for acquired intangible assets that would be separately recognized from goodwill. When the allocation and determination of the fair value of the acquired assets will be finalized, the amortization expense will impact Technicolor consolidated statement of income.

Under IFRS, goodwill recognized for the Acquisitions will not be amortized, but will be tested for impairment at least annually.

Property, plant and equipment

With respect to acquired property, plant and equipment, no pro forma adjustment has been determined to reflect any adjustment to the depreciation expense in the unaudited selected pro forma financial information related to the income statement related to the value of identifiable property, plant and equipment assets as the amount acquired is not material and we have not identified a significant difference in useful lives between Technicolor, CCD and The Mill that could result in a material adjustment.

e) Other pro forma adjustments not taken into account in the Unaudited Pro Forma Financial Information

 Employee benefits

Cisco's pension and post-retirement assets and liabilities related to CCD will not be transferred to Technicolor in accordance with the CCD’s Offer Letter terms. The pension costs included in the historical financial information for CCD have not been excluded to reflect the costs that Technicolor may incur in the future for the employees that will benefit from comparable employee benefits scheme, which we expect the amount to be substantially similar. With respect to The Mill’s pension plan, it is transferred to Technicolor and, as a result, the related costs included in the historical financial information are not eliminated.

 Share based payments

Cisco's share based awards granted to employees of CCD will vest prior to the consummation of the transaction in accordance with the CCD’s Offer Letter terms. However, the costs included in the historical financial information for CCD have not been excluded to reflect the costs that Technicolor may incur in the future for the employees that will benefit from Technicolor’s share- based awards, which we expect to be substantially similar.

 Deferred taxes

The effect on deferred taxes of the pro forma adjustments has not be recognized due to the fact that Cisco has only contributed a carve-out business. During the periods presented, entities comprising the CCD businesses did not file separate income tax returns as these entities were included in the tax perimeter of other Cisco entities within the respective entity’s tax jurisdiction. As a result, no income tax provision has been presented in the historical financial information and no pro forma adjustment has been determined.

Lastly, no deferred tax asset related to the carry-forward of unused tax losses of Technicolor that have not been recognized in historical financial statements have been presented in the pro forma adjustments, as it is not possible to assess whether the utilization of such tax losses in the future is probable.

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Note 4 – Pro forma adjustments to the unaudited pro forma balance sheet as of June 30, 2015 (except as indicated otherwise, all amounts in this section have been determined using the closing currency exchange rate as at June 30, 2015)

a) Goodwill

As noted in Note 3(c), the allocation of the total consideration for the Acquisitions has not been performed. As a result, an amount of €534 million has been recognized as goodwill:

(i) To record the elimination of the goodwill recognized in The Mill’s historical financial statements for £83 million (€117 million); (ii) To recognize the goodwill related to The Mill for £151 million (€211 million); (iii) To recognize of the goodwill related to CCD for $492 million (€440 million).

b) Shareholders’ equity (i) To record the financing of the Acquisitions through the issuance of ordinary shares for an amount of €134 million as part of the reserved share capital increase to Cisco and €217 million as part of the equity public offering, net of issuance fees (€8 million); (ii) To record the adjustment to the historical balances of equity for CCD and The Mill for €96 million and €(28) million respectively.

c) Borrowings (current and non-current portion) (i) To record the proceeds from the issuance of non-current borrowings for an amount of €375 million (€362 million net of estimated transaction costs of €13 million) (iii) To record the effect of the repayment by Technicolor of The Mill’s debt for £136 million (€190 million, of which 3 million of euros dedicated to the current portion)

d) Net cash

The estimated net cash impact of the Acquisitions on the unaudited pro forma balance sheet is as follows:

(in millions of euros)

Total consideration paid for CCD 402 Total consideration paid for The Mill 257

Total consideration for the Acquisitions 659

Share capital increase, net of issuance fees 217 Term loans, net of issuance fees 362 Total Financing 579

Total Net (80)

As a result, the negative impact on interest income resulting from the utilization of cash surplus to finance the Acquisitions has not been recognized in the unaudited pro forma statement of income as it is expected to be immaterial.

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Note 5 – Items directly attributable to the Acquisitions excluded from the pro forma adjustments

No restructuring expenses that could result from the Acquisitions have been taken into consideration in the pro forma adjustments other than those included in the audited consolidated financial statements of Technicolor for the year ended December 31, 2014 and the six-month period ended June 30, 2015.

The unaudited selected pro forma financial information related to the income statement do not reflect any cost savings or other synergies which may result from the Acquisitions or the effect of asset dispositions, if any, that may be required by regulatory authorities.

The unaudited selected pro forma financial information related to the income statement do not include any additional deferred tax assets related to loss carry forwards that was not recognized in historical financial statements of Technicolor under IFRS.

Note 6 – Additional information on the unaudited pro forma of the income statement for the Twelve month period ended June 30, 2015

As mentioned in Note 1 “Financing of the Acquisitions”, the Acquisitions will be partially financed through the term loan debt syndication of around €375 million maturing 2020 (“the additional term loan”) fully secured by Goldman Sachs International. In this context, and at the request of the banks being part of the syndication, Technicolor has prepared an Unaudited Pro Forma Financial Information for the twelve-month period ended June 30, 2015 as follows.

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION RELATED TO THE INCOME STATEMENT FOR THE TWELVE-MONTH PERIOD ENDED JUNE 30, 2015 (in millions of euros) Unaudited Unaudited Unaudited Unaudited Selected historical historical historical pro forma unaudited pro financial financial financial adjustments forma of the information information for information for income for CCD The Mill statement Technicolor for the twelve- for the twelve- for the twelve- for the twelve- month period month period month period month period ended June 30, ended June 30, ended June 30, ended June 30, 2015 2015 2015 2015 Revenues 3 448 1 519 161 0 5 128 Profit (loss) from 312 101 15 21 448 continuing operations before tax and net finance income (expense) Interest expenses (65) 0 (22) (4) (91) Adjusted EBITDA (1) from 587 105 29 14 735 continuing operations

(1) Adjusted EBITDA corresponds to the profit (loss) from continuing operations before tax and net financial income (expense), net of other income (expense), depreciation and amortization (including impact of provision for risks, litigation and warranties)

Historical data and pro forma adjustments described in the table above and related to the historical information of Technicolor, CCD and The Mill as well as the column “Unaudited pro forma adjustments”, were calculated based on and in strict compliance with similar basis of preparation, methodology and the nature of adjustments as explained in the notes from 1 to 5 and set forth above:

More specifically, the selected unaudited pro forma financial information related to the income statement for the twelve month period ended June 30, 2015, were determined by adding:

 Selected unaudited pro forma financial information related to the income statement for the six month period ended June 30, 2015 for Technicolor, CCD and The Mill, and

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 Selected unaudited pro forma financial information related to the income statement for the six month period ended December 31, 2014 for Technicolor, CCD and The Mill derived as following:

o Technicolor audited annual consolidated financial statements as of and for the year ended December 31, 2014 in accordance with IFRS; less the Technicolor unaudited interim condensed consolidated financial statements as of and for the six-month period ended June 30, 2014 prepared in accordance with IAS 34 Interim Financial Reporting;

o CCD unaudited financial information for the twelve months ended December 31, 2014 which have been derived and extracted from Cisco’s consolidated financial statements as of and for the years ended July 26, 2014 and July 25, 2015 (refer to Note 1 - Basis of presentation), less CCD unaudited interim combined financial information as of and for the six-month period ended June 30, 2014 prepared in accordance with US GAAP, extracted and derived from Cisco’s consolidated financial statements ended as of and for the year ended July 26, 2014; o The Mill audited annual consolidated financial statements as of and for the year ended December 31, 2014, less The Mill unaudited interim condensed consolidated financial statements as of and for the six-month period ended June 30, 2014 prepared in accordance with UK GAAP.

 And by applying pro forma adjustments as described in Notes 3 and 4 above.

Historical financial information of CCD and The Mill for the six-month period ended June 30, 2015 respectively in U.S. dollars and pounds sterling, were adjusted after conversion into euros at exchange rates as follows:

Average rate June 2015

U.S. Dollar (US$) 0.90047

Pounds sterling (GBP) 1.37472

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2.2. STATUTORY AUDITORS’S REPORT ON THE PRO FORMA FINANCIAL INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2014 AND THE SIX MONTH PERIOD ENDED JUNE 30, 2015

To the Chief Executive Officer,

In our capacity as statutory auditors of your Company and in accordance with Commission Regulation (EC) no809/2004, we hereby report to you on the pro forma financial information of Technicolor (the “Company”) for the year ended December 31, 2014 and the half year ended June 30, 2015 set out in section 2 of the update of the registration document of your Company for the year ended December 31, 2014 dated September 18, 2015.

The pro forma financial information has been prepared for the sole purpose of illustrating the impact that the acquisitions of Cisco Connected Devices and The Mill Plc might have had on the consolidated statement of financial position as at June 30, 2015 as if the transactions had taken place as of that date and the selected financial information related to the consolidated statement of income for the year ended December 31, 2014 and the half year ended June 30, 2015 as if the transaction had taken place with effect from January 1, 2014. By its very nature, this information is based on a hypothetical situation and does not represent the financial position or performance that would have been reported, had the acquisitions taken place at an earlier date than the actual or contemplated date.

It is your responsibility to prepare the pro forma financial information in accordance with the provisions of Commission Regulation (EC) n°809/2004 and ESMA’s recommendations on pro forma financial information.

It is our responsibility to express an opinion, based on our work, in accordance with Annex II, item 7 of Commission Regulation (EC) n°809/2004, as to the proper compilation of the pro forma financial information.

We performed those procedures that we deemed necessary in accordance with the professional auditing standards applicable in France to such engagements. These procedures, which did not include audit or a review of the financial information used as a basis to prepare the pro forma financial information, mainly consisted in ensuring that the information used to prepare the pro forma information was consistent with the underlying financial information, as described in the notes to the pro forma financial information, reviewing the evidence supporting the pro forma adjustments and conducting interviews with the management of the Company to obtain the information and explanations that we deemed necessary.

In our opinion:

• the pro forma financial information has been properly compiled on the basis stated; and • that basis is consistent with the accounting policies of the issuer.

This report has been issued solely for the purposes of filing the update of

 the registration document for the year ended December 31, 2014 with the French financial markets authority (Autorité des marchés financiers – AMF) and;  the admission to trading on a regulated market and a public offer, of securities of your Company in France and in other EU member states in which the prospectus approved by the AMF would be notified; and cannot be used for any other purpose.

The statutory auditors

Neuilly-sur-Seine, September 18, 2015 Courbevoie, September 18, 2015 Deloitte & Associés Mazars

Ariane Bucaille Guillaume Devaux Jean-Louis Simon Associée Associé Associé 60 English translation – for information purposes only

3. RECENTS EVENTS

3.1 Press release of April 8th 2015: Technicolor enters into an exclusive agreement to acquire production house Mikros Image, a French production company, and bolsters its position in the animation market PARIS (France) – April 8, 2015 – Technicolor (Euronext Paris: TCH; OTCQX: TCLRY) has entered into an exclusive agreement with Mediacontech to acquire Mikros Image, a French production and postproduction company, implanted in Paris (France) and Montreal (Canada). Mikros Image is an award-winning, highly regarded French production services company that has long-standing relationships with a large number of French-based customers and encompasses aspects of production and postproduction for feature animation, advertising, feature film and TV. The feature animation division, mainly located in Montreal, has developed a proven and tested pipeline, built a strong team of artists and become a reference in this market. Its feature animation portfolio includes Asterix: le Domaine des Dieux, Mune le gardien de la lune and le Petit Prince. Mikros Image generated €44 million of revenue in 2014. The acquisition of Mikros Image would immediately strengthen Technicolor’s position in the Animation market, which is identified as a major growth driver for the Group as part of its Drive 2020 strategic plan. The transaction complements Technicolor’s animation services which recently grew with the acquisition of OuiDO Productions, a French-based production house specializing in animated TV series. With Mikros Image, whose work in Advertising includes campaigns for Evian, Dior and Audi, combined with MPC Paris’ advertising activities, Technicolor becomes the leader in France’s advertising market. Mikros Image would leverage Technicolor’s cutting-edge technologies, access broader resources to scale its offering and benefit from operational synergies. Mikros Image would retain its own brand, management and culture of creativity and would be added to Technicolor’s brands portfolio that already includes MPC, Mr. X, OuiDO and Technicolor. The Group’s strategy is to offer clients empowered and innovative brands that support clients’ service and market needs. “The acquisition of Mikros Image aligns with our strategic objective to grow in animation and advertising,” said Technicolor’s CEO, Frederic Rose. “Their proven expertise in feature animation film and advertising will strengthen our offering.” The transaction is expected to be completed in the second quarter of 2015 subject to the labor law requirements. The transaction is expected to be accretive on a full year basis.

3.2 Press release of June 3rd 2015: Successful repricing of Senior debt maturing 2020 Paris (France), June 3, 2015 – Technicolor (Euronext Paris: TCH; OTCQX: TCLRY) announces today that it has fixed the terms and conditions of its repricing transaction launched in mid-May. Technicolor has successfully repriced $763 million and €301 million of senior secured term loans issued by Tech Finance & Co. S.C.A. maturing in 2020 at new pricing of Libor / Euribor + 400bps, subject to a 1% Libor / Euribor floor. This represents a 50bps reduction from existing pricing of Libor / Euribor + 450bps, subject to a 1% Libor / Euribor floor. The average weighted interest rate is reduced to 5.00% from 5.50%. The repricing is expected to close on 5 June. The reduced interest rate will result in around €5 million of annual cash interest savings. The transaction also allowed the Group to gain additional operating flexibility through certain amendments to the Term Loan facilities. In the context of its strategic plan Drive 2020, Technicolor intends to seize external growth opportunities which will be made easier through the increase of its investment capacity in joint-ventures and reduced restrictions on raising new debt. Moreover the gross debt to EBITDA financial covenant has been revised upward to 4.0x from the previous level of 3.5x. Technicolor also increased the dividend payment basket which now amounts to €150 million between the closing date of the repricing and June 2020.

3.3 Press release of July 23rd 2015: Technicolor (Euronext Paris: TCH; OTCQX: TCLRY) announces today its results for the first half of 2015 The content of the press release dated 23rd July 2015 is included in section II of the 2015 first half financial report of the Company, which is incorporated into section 1 of this Update.

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3.4 Press release of July 23rd 2015 : Technicolor to acquire Cisco Connected Devise division for €550m in stock and cash

PARIS (France), July 23, 2015 -- Technicolor (Euronext Paris: TCH; OTCQX: TCLRY) has entered into an exclusive agreement with Cisco (NASDAQ: CSCO) to acquire its customer premises equipment (CPE) business for €550 million1 (or $600 million equivalent) in a cash and stock transaction, reviewed by the Boards of Directors of the two companies, which will be on a cash free, debt free basis. The acquisition should result in Technicolor’s Connected Home segment reaching adjusted EBITDA in excess of €200 million by year end 2016 and best-in-class profitability (i.e.8-9% adjusted EBITDA margin) by 2017. The transaction will also translate into double-digit EPS accretion at Group level starting in the first full year after closing.

Under the terms of the agreement, upon the closing of the transaction, Cisco will receive approximately €413 million ($450 million) in cash and approximately €137 million ($150 million) in newly issued Technicolor shares, subject to certain adjustments provided for in the agreement.

The transaction and addition of Cisco’s complementary product portfolio will make Technicolor one of the global leaders in CPE and will immediately increase the company’s industrial and technological scale in all major geographies:

. c.15%2 market share worldwide; . c.60 million devices shipped each year and a global presence with an installed base of c. 290 million set-top-boxes and c.185 million gateways in over 100 countries; . c.€3bn of pro-forma revenues in 2014, doubling Technicolor’s revenues in the Connected Home segment; . Synergies generation in excess of €100 million per annum on a run-rate basis, in particular in the field of supply chain and SG&A; . Strengthened innovation capabilities with over €250 million of combined annual spending in Research and Innovation.

Simultaneously to the acquisition, Technicolor and Cisco will enter into a strategic partnership that will allow both companies to develop and deliver next generation video and broadband technologies, with cooperation on Internet of Things (IoT) solutions and services. The strategic agreement will provide ongoing commitment to all existing customers and expand offerings. By combining their strengths and leading video expertise, from content creation to in-home delivery, the two companies will accelerate innovation and forge a leading entity that network service providers can rely on for their next generation connected home experiences. Technicolor and Cisco also have signed a long-term patent cross-licensing agreement that covers specific intellectual property and patents from both companies. As part of the strategic agreement and after the transaction has closed, Mr. Hilton Romanski, Senior Vice President and Chief Strategy Officer of Cisco, will join Technicolor’s Board of Directors.

“We know that video expertise is essential to the future of creating outstanding network and home infrastructure products and services,” said Frederic Rose, CEO of Technicolor. “Through this acquisition and strategic agreement, Technicolor can immediately bring its unrivalled experience and innovation in video creation, delivery, and display to more customers in more geographies, while strengthening our position as a technology leader.”

“The strategic relevance of video to every consumer, business, city and country around the world is only growing, and the market is moving rapidly," said John Chambers, Chairman and CEO of Cisco. “This is the right time and we have the right company in Technicolor to drive the future of the CPE business to deliver what our customers and partners need, today and into the future. At Cisco, we are prioritizing our investments to deliver on our strategy of video in the cloud, and will partner with Technicolor to position the CPE business and employees for future success.”

The €413 million cash portion of the consideration will be financed through cash-on-hand and fully-underwritten new debt with an anticipated limited impact on Technicolor’s leverage position. Reference Technicolor share price used for calculation of number of new shares issued will be the volume-weighted average price over a period of 7 days prior to announcement and 7 days post announcement. Newly issued shares to Cisco will be subject to an 18-month lock-up period on 5% of the corresponding ownership in Technicolor, with the remainder of the shares being subject to a 12-month lock-up period post-closing.

1 The conversion to euros was done using the euro foreign exchange reference rate of 1.0902 as at 22 July 2015 as published on the European Central Bank website

2 Sources: Del’Oro, Infonetics, Cisco and Technicolor estimates 62 English translation – for information purposes only

The transaction is expected to close by the end of the fourth quarter of 2015 or during the first quarter of 2016, subject to regulatory approvals and customary closing conditions. Technicolor will release pro forma IFRS financial statements and update its Drive 2020 financial objectives upon closing of the transaction.

3.5 Press release of September 14th 2015 : Technicolor and Sony form joint patent licensing program for digital television and computer display monitor

Paris (France) and New York (US), September 14, 2015 – Technicolor (Euronext Paris: TCH, OTCQX: TCLRY) and Sony Corporation (“Sony”) (NYSE: SNE) today announced a joint patent licensing program for digital television (DTV) and computer display monitor (CDM). Technicolor will be the exclusive licensing agent of the combined portfolio that covers DTV and CDM. The license is offered for the convenience of both existing and new licensees, enabling them to obtain a single license as an alternative to negotiating separate licenses.

“By combining these two complementary patent portfolios under a single licensing program, we are providing a leaner and more efficient licensing program for the industry in the field of DTV and CDM,” said Stéphane Rougeot, President Technology Group and Deputy CEO, Technicolor. “This agreement builds on Technicolor's successful track-record of monetizing its portfolio of intellectual property and the strength of its licensing teams.”

Technicolor is constantly investing in research and development in technology areas that are pervasively adopted in DTV and CDM, including video and audio compression, high dynamic range, wide color gamut, user interface and other display technologies.

Sony, as a key player in the consumer electronics industry, has invested substantially in research and development of television, and has created a significant portfolio that covers a wide array of DTV and CDM relevant technologies.

“Sony has a long history of successfully managing its large patent portfolio,” said Toshimoto Mitomo, Senior Vice President, Corporate Executive in charge of Intellectual Property, Sony Corporation. “We have done this alone, jointly with other companies, or through third parties. This joint licensing program is another example of managing our patent portfolio and making it more broadly available in an efficient manner.”

The two companies have deep roots and expertise in media and entertainment, and are committed to investing in new technologies and innovation applicable to the DTV and CDM market.

3.6 Press Release of September 15th, 2015 : Technicolor acquires visual effect leader in advertising The Mill for €259 million

Technicolor to achieve its Drive 2020 Adjusted EBITDA objective by 2017 Paris (France), September 15, 2015 – Technicolor (Euronext Paris: TCH; OTCQX: TCLRY) announces today the acquisition of London-based The Mill, the world’s largest visual effects and content creation studio for the advertising industry, for €259 million on a debt-free basis. Founded in 1990, The Mill is consistently recognized by peers and clients as a premier visual effects provider for both advertising agencies and brands, and has earned in excess of 1,000 industry awards. It has operations in the key markets of London, New York, Los Angeles and Chicago. This acquisition accomplishes many objectives set out in Technicolor’s Drive 2020 strategic roadmap:  Establishes leadership positions for visual effects and digital creation across all segments of high-end content, including cinema, TV and advertising;  Reinforces Technicolor’s strong portfolio of brands including MPC, Mr. X and Mikros Image servicing a broad range of customers across 10 global locations;

 Brings significant talent and expertise around emerging technologies such as virtual reality content that will enable Technicolor’s to enhance its technology platform across the entire industry;

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 Adds significant financial contribution with a business that has grown revenues at a 16% CAGR since 2009 to reach €135 million in 2014 while delivering EBITDA margins of approximately 20%;

 Allows Production Services to better balance its portfolio through increased exposure to advertising and strengthens the financial profile of the Entertainment Services segment. With this acquisition Production Services accounting for approximately 40% of Entertainment Services revenues. “In acquiring The Mill, we are executing on our Drive 2020 strategic objective of enhancing our market position in visual effects while improving profitability and revenue growth concurrently with accelerating deployment of emerging technologies,” said Technicolor CEO, Frederic Rose. “In The Mill, we have found a company that aligns with our focus on excellence in talent, technology and operational performance. It is a perfect fit.” With these two transactions, the Adjusted EBITDA floor that Technicolor has set for 2020 (at least €500 million) as part of its Drive 2020 strategic roadmap will be achieved by 2017 while maintaining a strong cash flow generation. The transaction combined with the acquisition of Cisco Connected Devices will translate into high double digit EPS accretion for the full year 2016. The Company will update its Drive 2020 financial objectives concurrent with its full year 2015 results. Frederic Rose, CEO, and Esther Gaide, CFO, will hold a conference call and an audio webcast today, Tuesday September 15th, 2015 at 6:30pm (CEST).

3.7 Press Release of September 15th, 2015: Technicolor will launch a c.€375 million incremental term loan and a capital increase of up to €225 million to finance the acquisitions of Cisco Connected Devices and the Mill

Paris (France), September 15, 2015 – Technicolor (Euronext Paris: TCH; OTCQX: TCLRY) (“Technicolor” or the “Company”) today announces that it will launch an incremental term loan to partially finance the acquisition of the Connected Devices division of Cisco and The Mill and a capital increase with preferential subscription rights (the “Rights Offering”). The combination of the incremental term loan and of the Rights Offering would allow Technicolor to maintain a healthy balance sheet pro forma for the acquisitions of Cisco Connected Devices and The Mill and appropriate financial flexibility for future growth. The envisaged financing transactions should result in a pro forma expected leverage (Net Debt to Adjusted EBITDA) of 1.7x at end 2015 and include: 1. An incremental term loan of c.€375 million maturing in 2020 (the “Incremental Term Loan”) fully underwritten by Goldman Sachs, the syndication of which will start in the coming days; 2. A Rights Offering of up to €225 million, which Technicolor will launch after the publication of its Q3 2015 revenues. Banks have been appointed and are committed to underwrite the Rights Offering, subject to customary conditions; and 3. Approximately €100 million of cash-on-hand will also be used to finance the acquisitions.

The Incremental Term Loan: Concurrent with the announcements of the strategic acquisitions of Cisco Connected Devices on July 23, 2015 and of The Mill today, Technicolor will launch an Incremental Term Loan in US$ and € of c.€375 million equivalent aggregate principal amount, to help fund those transactions in conjunction with the planned Rights Offering and cash on hand. The Incremental Term Loan is being led by Goldman Sachs International as Sole Lead Arranger and Bookrunner. The Rights Offering: Technicolor will raise up to €225 million of new equity through a capital increase with the issuance of new ordinary shares. Existing shareholders will receive preferential rights to subscribe for new shares. The Rights Offering will be launched post announcement of Q3 2015 revenues on October 21, subject to market conditions and receiving the visa from the French Autorité des marchés financiers. The terms of the Rights Offering will be announced at the time of launch. Banks are committed to underwrite the Rights Offering, subject to customary conditions. Upon the launch of the Rights Offering, the Company will publish a prospectus in respect of the Rights Offering, which will be available on the website of the Company. In addition, it is reminded that, as per the Company’s press release of July 23, 2015, the acquisition of Cisco Connected Devices will be partially financed through the delivery to Cisco of Technicolor newly-issued shares.

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3.8 Other Press Releases

- April 23, 2015: Q1 2015 Revenue Performance - April 30, 2015: Technicolor showcases comprehensive solution for rich content experiences in Connected Home - June 10, 2015: Canal+ Group and Technicolor partner to bring first ever HD service direct-to-consumer - June 24, 2015: Technicolor paves the way for next-gen TV with HDR and SDR compatibility solution - August 25, 2015: Technicolor and Fraunhofer IIS announce Licensing Program for MPEG-H Audio Alliance TV System - September 10, 2015: Technicolor and Elemental Technologies demonstrates worlds’ first live HDR broadcast delivery system at IBC 2015

As of the date of this Update, Technicolor is not aware of any other significant change in the commercial or financial situation of the Group since the end of the last financial year for which audited financial statements were published.

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4. CONTINGENCIES

Note 20 to the 2015 first half consolidated financial report is updated as follows:

Cathode Ray Tubes Investigations and Lawsuits

Class action lawsuits asserting private antitrust claims alleging anticompetitive conduct in the Cathode Ray Tubes (“CRT”) industry (including Color Picture Tubes (“CPT”) and Color Display Tubes (“CDT”) businesses) were filed in early 2008 in the United States (one group brought by indirect purchasers and one group brought by direct purchasers) that originally named Technicolor SA and others as defendants. Technicolor SA was dropped as a named defendant when amended complaints were filed in the spring of 2009. The Group sold the CPT business in 2005 and never had activity in the CDT business. Technicolor reached a settlement for $9.75M with the direct purchaser class and the Court has granted the settlement preliminary approval. Technicolor also reached an agreement for €13.75M with indirect purchaser class and the Court has granted the settlement preliminary approval.

In 2013 and 2014, Sharp Electronics; Costco Wholesale Corp. ; Office Depot ; Sears, Roebuck and Co ; Kmart Corp. ; the liquidation trustee de liquidation of Circuit City Stores ; the creditors of Tweeter Opco, LLC and Tweeter Newco, LLC ; Electrograph Systems, Inc. ; P.C. Richard & Son Long Island Corp. ; MARTA Coop. of Am., Inc. ; ABC Appliance, Inc. ; Target Corporation and Interbond Corporation of America filed a complaint against Technicolor USA and Technicolor SA alleging the same anticompetitive behaviour in the CRT industry.

Technicolor SA and Technicolor USA entered into settlements with Target and ViewSonic in February 2015 and has been dismissed from those actions with prejudice. For the remaining cases, a trial date has not yet been set and, at this time, Technicolor is unable to assess the outcome from the trial and potential liability. A pre-trial hearing is set for December 11, 2015.

In November 2014, several Vestel entities filed a lawsuit before a court in the Netherlands against Technicolor SA and Technicolor USA (and other defendants) alleging anticompetitive behavior in the CRT industry. As appropriate and to the extent required, Technicolor USA and Technicolor SA will timely file responsive pleadings.

On April 29, 2010, Technicolor’s Brazilian subsidiary received notice from the Brazilian Ministry of Justice indicating Brazilian authorities are initiating an investigation of possible cartel activity within the CRT industry in Brazil. Technicolor SA timely filed its response as well as evidence responding to the allegations.

On September 10, 2012, Technicolor SA received notice from the Mexican Federal Competition Commission indicating Mexican authorities had completed an investigation of possible cartel activity within the CRT industry in Mexico and on December 3, 2012, Technicolor SA timely filed its response as well as evidence responding to the allegations.

Except for information evidenced in this Update, the Group is not aware, for a period covering at least the last twelve months, of the existence or of the evolution of any governmental, legal or arbitral litigation (including any pending or threatened proceedings of which the issuer is aware) which could have or which recently had any material effect on its financial position or its profitability.

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5. GOVERNANCE

Composition of the Board of Directors

As of the date of this Update, the Board of Directors comprises eight Directors, including the Chief Executive Officer, five independent Directors (62.5%), one representative of Vector Capital and one employee Director. Two Directors are women. Three Directors are not French citizens and one has dual French/U.S. citizenship.

The board includes one Director representing employees, Mr. Nicolas Grelier, appointed on June 27, 2014 for a three-year term, in accordance with Article L. 225-27-1 of the French Commercial Code and the Company’s bylaws.

For more information about the expertise of the Board of Directors, please refer to section 4.2.1 “Composition and expertise of the Board of Directors” of chapter 4 “Corporate governance and internal control” of the Company’s 2014 Annual Report.

Evolution of the composition of the Board of directors between March 18, 2015 and the date of this Update

Start of term Expiration of Name Sex Citizenship of first office term of office Director who left the Board of Directors during FY Lloyd Carney M American June 2010 April 2015 2015 (resignation) Director who left the Board of Directors during FY Alexander Slusky M American June 2012 April 2015 2015 (term of office) Director whose term of office was renewed during Frédéric Rose M French/ October 2008 AGM * 2018 AGM 2015 American Director whose term of office was renewed during David Fishman M American June 2012 AGM * 2018 AGM 2015 * Annual General Meeting of shareholders.

The below table shows the composition of the Board of Directors and its committees as of the date of this Update.

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Composition of the Board of Directors and its committees as of the date of this Update

Nominations & Current position Audit Governance Remunerations Name Age within the Company Other positions Committee Committee Committee Strategy Committee

Director Didier 73 Chairman of the Board Director of companies Chairman Member Lombard of Directors

Frédéric Director and Chief 53 - Member Rose Executive Officer

Chairman of the Supervisory Board of Virginie 44 Director Euro Disney SCA and Member Member Calmels Euro Disney Associés SCA

Managing Director of David 44 Director Vector Capital Member Member Fishman Management L.C.

Employee Nicolas 38 Administrateur - Member Member Grelier

Bruce 66 Director Director of companies Chairman Member Chairman Member Hack

Hugues CEO of Aleph Capital 50 Director Lepic Partners LLP

Founder of Quatela Laura 58 Director Lynch Intellectual Member Member Chairman Quatela Property

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6. SHARE CAPITAL

6.1 SHARE CAPITAL AS OF AUGUST 31, 2015

On June 8, 2015, the share capital was increased by 738,205 new shares of €1 each in order to deliver the free shares vested under the LTIP share based plan, which characteristics are described in section 6.1.4 “Stock option plans and free share plans” of chapter 6 “Social information and sustainability” of the Company’s 2014 Annual Report. The counterpart of the share capital increase was a corresponding decrease of the additional paid-in-capital by €738,205.

Between May 23, 2015 and August 31, 2015, as part of the Management Incentive Plan (MIP 2015), some share subscription options were exercised, giving rise to the creation of 1,754,421 new shares at an average price of €3.36 euros for a total of €5,900,883.51 corresponding to an increase in the share capital of €1,754,421 and additional paid-in-capital by €4,146,462.51.

As of August 31, 2015, Technicolor’s share capital amounted to €338,400,296, divided into 338,400,296 fully paid-up shares, each with a nominal value of €1.00. As permitted by Article L. 225-178 of the French Commercial Code, the amendment of the Company’s bylaws to take into consideration the exercise of the share subscription options will be completed in a later stage.

Technicolor owns 476,869 treasury shares.

6.2 SHAREHOLDING

The following legal share ownership thresholds’ crossings were notified to the Company and/or the AMF since March 18, 2015:

Date on which Threshold crossed Threshold Percentage of Shareholder Number of shares held threshold crossed upwards or downwards crossed share capital held Vector Capital March 24, 2015 downwards 10% 8.95% 30,070,965

As of the date of this Update, and to the best of the Company’s knowledge, the following entities were holding more than 5% of the Company’s share capital: - Vector Capital has declared to hold 5.78 % of the Company’s share capital and rights to vote as of September 4, 2015 ; - The Caisse des Dépôts et Consignations has declared to hold, together with the company Bpifrance Participations SA, 8.29 % of the Company’s share capital and rights to vote as of July 12, 2013. The Caisse des Dépôts et Consignations has not declared any legal share ownership threshold’s crossing since this date.

6.3 STOCK OPTION PLANS

MIP 2016 The Board of Directors of April 9, 2015, using the delegation granted by the Combined Annual General Meeting of May 23, 2013 in its fifteenth resolution, has decided to award 400,000 share subscription options to a recently hired managing executive. The subscription price was set at €6.05. The characteristics of the MIP 2016 plan are described in section 6.1.4 “Stock option plans and free share plans” of chapter 6 “Social information and sustainability” of the Company’s 2014 Annual Report.

MIP 2017 Upon recommendation of the Remunerations Committee, the Board of Directors of June 26, 2015, using the delegation granted by the Combined Annual General Meeting of May 23, 2013 in its fifteenth resolution, has approved the terms of a new plan of share subscription options and has decided to award share subscription options to two key employees of the Group. The subscription price is not subject to a discount. As of August 31, 2015, 18,462,810 share subscription options awarded to the beneficiaries were outstanding, representing 5.46% of the Company’s share capital. 69 English translation – for information purposes only

7. PERSON RESPONSIBLE FOR THE UPDATE TO THE ANNUAL REPORT

7.1 PERSON RESPONSIBLE FOR THE UPDATE Mr. Frédéric Rose, Chief Executive Officer of Technicolor.

7.2 CERTIFICATION OF THE PERSON RESPONSIBLE FOR THE UPDATE

“I declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Update to the Annual Report is, to the best of my knowledge, in accordance with the facts and that there is no omission likely to affect the fairness of the presentation.

I certify that, to the best of my knowledge, first half 2015 condensed consolidated accounts have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the assets and liabilities, financial position and results of the Company and of its consolidated subsidiaries, and that the first half management report, integrated in Section 1 of this Update to the Annual Report, fairly presents the evolution of the important events which occurred during the first six months of the financial year, their impact in the first half accounts, the main transactions between related parties together with a description of the main risks and uncertainties faced for the remaining six months of the financial year.

I have received a letter of completion of assignment from the Statutory Auditors, in which they state that they have verified the information relating to the financial position and the financial statements set out in this Update to the Annual Report, and that they have reads read the Update to the Annual Report in its entirety.

The first half 2015 condensed consolidated accounts, included in this Update to the Annual Report, have been subject to a report by the Statutory Auditors included in section 1. IV “Statutory Auditors report on the interim financial statements”, which is unqualified.

The pro-forma information included in this Update to the Annual Report, has been subject to a report by the Statutory Auditors included in section 2.4 “Statutory Auditors report”, [which is unqualified].

The Chief Executive Officer of Technicolor, Frédéric Rose

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8. CROSS-REFERENCE TABLE

Information required under Corresponding sections and Corresponding sections Appendix 1 of regulation (EC) 809/2004 chapters of the Annual Report and chapters of the Update 1. Person responsible 1.1 Names and positions of the persons responsible for the Chapter 7, section 7.9.2 Section 7 information 1.2 Declaration by the persons responsible Chapter 7, section 7.9.1 Section 7 2. Statutory Auditors 2.1 Name and address Chapter 7, sections 7.7.1 and 7.7.2 N/A 2.2 Resignation or departure of Statutory Auditors N/A N/A 3. Selected financial information 3.1 Historical financial information Chapter 1, section 1.1 Section 1 3.2 Interim financial information N/A Section 1 4. Risk factors Chapter 3 N/A 5. Information about the issuer 5.1 History and development of the Company Chapter 1, section 1.2.1 N/A Chapter 8, section 8.2 5.2 Investments Notes 4, 12, 13, 33 and 37 to the N/A consolidated financial statements 6. Business overview 6.1 Principal activities Chapter 1, sections 1.2.3 and 1.3 N/A Chapter 1, section 1.3 and 6.2 Principal markets N/A Chapter 2, section 2.2 6.3 Exceptional events N/A N/A Chapter 2, section 2.10.3 and 6.4 Dependency from certain contracts N/A Chapter 3, section 3.3 Statements regarding competitive 6.5 Competitive position N/A position (preamble) 7. Organizational structure 7.1 Brief description Chapter 7, sections 7.5.1 and 7.5.2 N/A Chapter 7, section 7.5.1 and chapter 8, section 8.2 7.2 List of main subsidiaries N/A Note 38 to the consolidated financial statements 8. Property, plants and equipment Chapter 7, section 7.1 and chapter 8, section 8.2 8.1 Material tangible fixed assets important or planned N/A Note 12 to the consolidated financial statements 8.2 Environmental issues potentially affecting the use of the Chapter 6, section 6.2 N/A tangible fixed assets 9. Operating and financial review Chapter 2, sections 2.3, 2.9 9.1 Financial position Section 1 and 2.10.3 Chapter 2, section 2.2, 2.4,2.5 and 9.2 Operating results N/A 2.9 10. Cash and capital Chapter 8, section 8.2 10.1 Information concerning capital resources (short and long Note 22 to the consolidated N/A term) financial statements 10.2 Sources, amounts and description of cash flows Chapter 2, section 2.10 N/A 71 English translation – for information purposes only

Information required under Corresponding sections and Corresponding sections Appendix 1 of regulation (EC) 809/2004 chapters of the Annual Report and chapters of the Update Chapter 2, section 2.10.3 Chapter 8, section 8.2 10.3 Information on borrowing conditions and financing structure N/A Notes 25 and 26 to the consolidated financial statements 10.4 Restrictions on use of capital resources, having materially Chapter 2, section 2.10.3 N/A impact on business operations Chapter 3, section 3.1 10.5 Expected sources of financing N/A N/A Chapter 1, section 1.3.1, Chapter 11. Research and development, patents and licenses 2, section 2.9.3 and Note 7 to the N/A consolidated financial statements 12. Trend information 12.1 Main trends in production, sales and inventory, and in costs N/A N/A and selling prices, since the end of the last fiscal year 12.2 Known trends, uncertainties, demands, commitments or events that might have a material effect on prospects for the Chapter 2, sections 2.2 and 2.11 N/A current fiscal year 13. Profit forecasts or estimates N/A N/A 14. Administrative, management, and supervisory bodies and

senior management 14.1 Information concerning Members of the administrative and management bodies (list of mandates performed during the Chapter 4, sections 4.1.2 and 4.1.3 Section 5 last five years) 14.2 Conflicts of interest in administrative and management bodies Chapter 4, section 4.1.3.3 N/A 15. Remuneration and benefits 15.1 Remuneration paid and benefits in kind Chapter 4, sections 4.4 and 4.5.2 N/A 15.2 Amounts of provisions booked or otherwise recognized for Chapter 4, section 4.5.2 N/A the payment of pensions, retirement annuities or other benefits 16. Board practices 16.1 Expiry date of current terms of office Chapter 4, section 4.1.2 N/A 16.2 Service contracts with Members of administrative bodies Chapter 4, section 4.1.3.6 N/A 16.3 Information about the Audit Committee and the Remuneration Chapter 4, section 4.2.1.4 N/A Committee 16.4 Declaration – Corporate governance applicable in the home Chapter 4, section 4.2.1.1 N/A country of the issuer 17. Employees 17.1 Number of employees Chapter 6, section 6.1.1 N/A Chapter 4, sections 4.1.3.5 and Section 6 17.2 Profit sharing and stock options 4.4.5 and chapter 6, sections 6.1.3

and 6.1.4 17.3 Agreements for employees’ equity stake in the capital of the Chapter 6, section 6.1.2 N/A issuer 18. Major shareholders 18.1 Shareholders owning more than 5% of the share capital or Chapter 5, section 5.1.1 Section 6 voting rights 18.2 Existence of specific voting rights Chapter 7, section 7.2.3 N/A 18.3 Control of the Company Chapter 5, section 5.1.3 N/A 18.4 Agreement known to the Company which could lead to a N/A N/A change in control if implemented Chapter 8, section 8.2 19. Related party transactions Note 36 to the consolidated N/A financial statements 20. Financial information concerning the issuer’s assets and

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Information required under Corresponding sections and Corresponding sections Appendix 1 of regulation (EC) 809/2004 chapters of the Annual Report and chapters of the Update Chapter 8, sections 8.1, 8.2, 8.4 20.1 Historical financial information N/A and 8.5 20.2 Pro forma financial information N/A Section 2 20.3 Financial statement Chapter 8 N/A Chapter 7, sections 7.9; 20.4 Auditing of historical annual financial information N/A Chapter 8, sections 8.3 and 8.7 20.5 Age of latest audited financial information Chapter 8, section 8.1 N/A 20.6 Interim and other financial information N/A Section 1 20.7 Dividend distribution policy Chapter 5, section 5.1.9 N/A Chapter 3, sections 3.1and 3.4, Chapter 8, section 8.2 20.8 Legal and arbitration proceedings Section 4 Note 35 to the consolidated financial statements 20.9 Significant change in the financial or trading position N/A N/A

21. Additional information 21.1 Share capital Chapter 5, section 5.1 Section 6 Chapter 4, section 4.1.1 Chapter 21.2 Articles of incorporation and bylaws N/A 7, section 7.2 22. Material contracts Chapter 7, section 7.3 N/A 23. Third-party information, statement by experts and N/A declarations of any interest 23.1 Information on any statement or report included in the N/A document 23.2 Information from a third party Preamble 24. Documents on display Chapter 7, section 7.6 N/A 25. Information on holdings N/A N/A

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