2016 REGISTRATION DOCUMENT including the Annual Financial Report Forward-looking statements 2 Statements regarding competitive position 3 Global Reporting Initiative (GRI) guidelines SOCIAL INFORMATION and disclosures 4 6 AND SUSTAINABILITY 121 6.1 Employees and workforce 122 6.2 Environmental matters 142 PRESENTATION OF THE GROUP 6.3 Stakeholder relations and local impacts AND ITS ACTIVITIES 5 1 of the Company’s activities 154 1.1 Selected financial information 6 6.4 Supplier and sub-contractor relations 156 1.2 History and strategy of the Company 8 6.5 Educational initiatives 158 1.3 Business overview 13 6.6 Report by one of the Statutory Auditors, appointed as independent third-party, on the consolidated Human Resources, environmental and social information included in the management report 159 OPERATING AND FINANCIAL REVIEW 2 AND PROSPECTS 25 2.1 Overview 26 ADDITIONAL INFORMATION 163 2.2 Trends in Technicolor eco-systems 26 7 7.1 Property, plant and equipment 164 2.3 Summary of results 28 7.2 Memorandum and bylaws 167 2.4 Seasonality 29 7.3 Material contracts 169 2.5 Geographic breakdown of revenues and effect of exchange rate fluctuations 29 7.4 Additional tax information 169 2.6 Events subsequent to December 31, 2016 31 7.5 Organization of the Group 170 2.7 Notification of interests acquired in the share capital 7.6 Available documents 173 of French companies in 2016 31 7.7 Information on accounting services 173 2.8 Notification of interests acquired in the share capital 7.8 Table of auditors’ fees 174 of French companies in 2015 31 7.9 Persons responsible for the Registration Document 2.9 Results of operations for 2015 and 2016 32 and the Annual Financial Report 175 2.10Liquidity and capital resources 39 2.11 Priorities and objectives 2017 44 FINANCIAL STATEMENTS 177 8 8.1 Technicolor 2016 consolidated financial statements 178 RISK FACTORS 45 8.2 Notes to the consolidated financial statements 184 3 3.1 Risk related to the financial structure 46 8.3 Statutory Auditors’ report on the consolidated 3.2 Market risks 48 financial statements for the year ended December 31, 2016 256 3.3 Risks related to the business 49 8.4 Technicolor SA parent company financial statements 258 3.4 Other risks 56 8.5 Notes to the parent company financial statements 261 3.5 Insurance 59 8.6 Parent company financial data over the five last years (under articles R. 225-81 and R. 225-102 of the French Commercial Code) 282 CORPORATE GOVERNANCE 8.7 Statutory Auditors’ report on the financial statements AND INTERNAL CONTROL 61 for the year ended December 31, 2016 283 4 8.8 Statutory Auditors’ special report on regulated 4.1 Board of Directors 62 agreements and commitments 285 4.2 Chairman’s report on corporate governance, internal control and risk management 79 4.3 Statutory Auditors’ report prepared in accordance with Article L. 225-235 of French Commercial Code REGISTRATION DOCUMENT CROSS (Code de commerce) on the report prepared REFERENCE TABLE 287 by the Chairman of the Board 9 of Directors of the Company 92 4.4 Compensation and benefits of Corporate Officers 93 4.5 Executive Commitee 105 TECHNICOLOR AND ITS SHAREHOLDERS 109 5 5.1 Share capital 110 5.2 Listing information 118 TECHNICOLOR REGISTRATION DOCUMENT 2016 Société Anonyme with a share capital of €413,245,967 Registered Office: 1-5 , rue Jeanne d'Arc 92130 Issy-Les-Moulineaux Nanterre Register of Commerce and Companies No. 333 773 174 REGISTRATION DOCUMENT 2016 including the Annual Financial Report This Registration Document (Document de Référence) was filed with the Autorité des marchés financiers (AMF) on March 31, 2017 in accordance with Article 212-13 of the AMF General Regulations. 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. This document was prepared by the issuer and is the responsibility of the signatories thereof. This Registration Document can be consulted on the website of the AMF (French version only (www.amf-france.org)) and on the website of Technicolor (www.technicolor.com). This document is a free translation into English of the original French “Document de référence”. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text filed with the French “Autorité des marchés financiers”. TECHNICOLOR REGISTRATION DOCUMENT 2016 1 FORWARD-LOOKING STATEMENTS GRI [G4-18] In this Registration Document, unless otherwise stated, the This Registration Document contains certain forward-looking “Company” refers to Technicolor SA and “Technicolor” and the statements with respect to Technicolor’s financial condition, results of “Group” refer to Technicolor SA together with its consolidated operations and business and certain plans and objectives of the affiliates. Group. These statements are based on management’s current expectations and beliefs in light of the information currently available This Registration Document includes: and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the (i) the Annual Financial Report (Rapport Financier Annuel) issued forward-looking statements. In addition to statements that are pursuant to Article L. 451-1-2-I and II of the French Monetary forward-looking by reason of context, other forward-looking and Financial Code (Code monétaire et financier) and referred statements may be identified by use of the terms “may”, “will”, to in Article 222-3 of the AMF General Regulation (Règlement “should”, “expects”, “plans”, “intends”, “anticipates”, “believes”, général de l’AMF) (a cross-reference table is set forth on “estimates”, “projects”, “predicts” and “continue” and similar page 292 between the documents referred to in Article 222-3 expressions identify forward-looking statements. By their nature, of the AMF General Regulation and the relevant sections of forward-looking statements involve risk and uncertainty because they this Registration Document); relate to events and depend on circumstances that are anticipated to (ii) the management report (rapport de gestion) adopted by the occur in the future. Such statements are also subject to assumptions Board of Directors of Technicolor SA pursuant to Article concerning, among other things, Technicolor’s anticipated business L. 225-100 et seq. of the French Commercial Code (Code de strategies; its intention to introduce new products and services; commerce) (the cross-reference table on page 293 mentions anticipated trends in its business; and Technicolor’s ability to continue the elements of this report); and to control costs and maintain quality. (iii) the Chairman’s report on corporate governance, internal control procedures and risk management issued pursuant to Article L. 225-37 of the French Commercial Code (this report is included in Chapter 4: “Corporate governance and internal control procedures” in section 4.2: “Chairman’s report on corporate governance, internal control and rise management” on page 79 et seq.). 2 TECHNICOLOR REGISTRATION DOCUMENT 2016 STATEMENTS REGARDING COMPETITIVE POSITION This Registration Document contains statements regarding market ■ Futuresource Consulting for information on DVD replication and trends, market share, market position and products and businesses. distribution services; Unless otherwise noted herein, market estimates are based on the ■ IHS Screen Digest, Parks Associates, Generator Research, IDC, following outside sources, in some cases in combination with internal Gartner, IDG and Informa for information on consumer electronics estimates: (TV, Tablets, smartphones); ■ IHS Screen Digest, FutureSource Consulting, PwC, Wilkofsky ■ Parks Associates, Dell’Oro Group and Infonetics Research for Gruen Associates, Thomson Reuters, Strategy Analytics, Statista, information on set-top-boxes, DSL and cable modems, routers & Magna Global, IDATE, Parks Associates, IAB, Nielsen, eMarketer, gateways. Harvard Business Review, McKinsey, IDC, and Visual Effects Society for overall market trends in the Media & Entertainment and Technology industries; TECHNICOLOR REGISTRATION DOCUMENT 2016 3 GLOBAL REPORTING INITIATIVE (GRI) GUIDELINESGRI AND DISCLOSURES [G4-15] [G4-32] Technicolor follows the Global Reporting Initiative (GRI) G4 GRI Disclosure labels are included in the Registration Document and guidelines, a worldwide standard for reporting on sustainability. The in the Sustainability Report. Disclosures labels (for example [G4-3], Group reports on the GRI G4 general standard disclosures and [G4-EN1], [G4-DMA Compliance]) help readers locate the specific standard disclosures, including disclosures on management information that they are looking for as indicated in the GRI G4 approach (DMA) and indicators clustered into six categories Content Index. They contribute to give more control over the (economic, environmental, labor practices and decent work, human transparency and integrity of the Group’s sustainability data. rights, society and product responsibility). The Group’s Sustainability Report includes the GRI G4 Content Index ‘In accordance’ with the GRI G4 guidelines – Comprehensive option, and is available on the Technicolor website: http://www.technicolor.com/en/who-we-are/corporate-social-responsibility. 4 TECHNICOLOR REGISTRATION DOCUMENT 2016 PRESENTATION 1 OF THE GROUP AND ITS ACTIVITIES 1.1 SELECTED FINANCIAL INFORMATION 6 1.3 BUSINESS OVERVIEW 13 1.2 HISTORY AND STRATEGY OF THE COMPANY 8 1.3.1 Connected Home 14 1.3.2 Entertainment Services 16 1.2.1 Company profile 8 1.3.3 Technology 18 1.2.2 Historical background 8 1.3.4 Other 22 1.2.3 Organization 9 1.3.5 Discontinued operations 23 1.2.4 Strategy 11 TECHNICOLOR REGISTRATION DOCUMENT 2016 5 1 - PRESENTATION OF THE GROUP AND ITS ACTIVITIES Selected financial information 1.1 SELECTED FINANCIAL INFORMATION GRI [G4-9] [G4-30] The following selected consolidated financial data are derived from Company’s significant accounting policies are discussed in notes to the Company’s consolidated financial statements as of and for each of the consolidated financial statements.