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Statutory Auditors' Report Profile 2 INFORMATION ABOUT THE COMPANY Message from the Chairman and Chief Executive 3 6 AND ITS CAPITAL 215 6.1 Information about TF1 216 PRESENTATION 6.2 Legal environment 226 1 OF THE TF1 GROUP 5 6.3 Capital 228 1.1 The management team 6 6.4 Ownership structure 235 1.2 Simplified diagram of the group’s businesses 6.5 Stock market information 238 at 18/02/2014 7 1.3 Group activities 8 CORPORATE SOCIAL RESPONSIBILITY 241 1.4 TF1 group history and 2013 key events 14 7 Foreword 242 1.5 Group indicators 19 7.1 Social information 245 1.6 Research and Development expenditure 23 7.2 Environmental information 258 TABLE OF CONTENTS 7.3 Societal information 266 REPORT OF THE CHAIRMAN 2 OF THE BOARD OF DIRECTORS 25 GENERAL MEETING 281 2.1 Composition of the Board of Directors and Board 8 Committees 26 8.1 Taking part in the Combined General Meeting of April 17, 2014 282 2.2 Chairman’s report 39 8.2 Agenda 285 2.3 Report on remuneration 62 8.3 Report of the board of Directors 2.4 Risk factors 70 on the resolutions and statement of the reasons for the resolutions 286 MANAGEMENT REPORT 8.4 Presentation of the draft resolutions 294 3 OF THE BOARD OF DIRECTORS 79 3.1 2013 Market trends 81 ADDITIONAL INFORMATION 299 3.2 2013 Activity and results 93 9 9.1 Person responsible for the registration 3.3 Available information in other part of the document and information concerning registration document 107 the verification of the accounts 300 3.4 Statement of company operations 9.2 Relations with shareholders 302 over the last five business years 108 9.3 2014 - 2015 - 2016 Diary dates 303 9.4 Information included by reference 303 FINANCIAL STATEMENTS 2013 109 9.5 Financial press releases published in 2013 303 4 4.1 Consolidated financial statements 110 9.6 Addresses of main subsidiaries 4.2 Notes to the consolidated financial statements 116 and participations 304 4.3 Parent company financial statements 174 9.7 Registration document 4.4 Notes to the parent company financial and cross-reference table 305 statements 178 9.8 Table of concordance of the management report 307 STATUTORY AUDITORS’ REPORT 197 9.9 Annual Financial report table of concordance 308 5 5.1 Statutory Auditors’ report on the report 9.10 Table showing correspondence with decree by the Chairman of the Board 198 no. 2012-557 dated April 24, 2012 (Article 225 of the Grenelle 2 act) 309 5.2 Statutory Auditors’ report on the consolidated financial statements 199 5.3 Statutory Auditors’ report on the financial statements 200 5.4 Statutory Auditors’ report on related party agreements and commitments 202 5.5 Statutory Auditors’ report on Proposed Equity Transactions 209 5.6 Independent third-party verifier’s report on consolidated social, environmental and societal information presented in the management report 211 REGISTRATION DOCUMENT 2013 AND ANNUAL FINANCIAL REPORT The French version of the Annual Report was fi led by the “Autorité des Marchés Financiers” (AMF – French stock exchange commission) on March 11 , 2014, in accordance with the article 212-13 of the General Regulation of the AMF. This document may not be used to support a fi nancial operation unless it is accompanied by an operation note certifi ed by the AMF. It was prepared by the issuer and is the responsibility of the person whose signature appears therein. This is a free translation into English of the TF1 2013 registration document issued in the French language and is provided solely for the convenience of English speaking readers. In case of discrepancy, the French version prevails. It is available for consultation and download on the website www.groupe-tf1.fr REGISTRATION DOCUMENT 2013 1 PROFILE PROFILE TF1 is France’s leading free-to-view television group. It is also an integrated media group that has built up a range of activities in high-growth segments alongside its core business. Its corporate mission is to inform and entertain a large audience. In freeview television, the Group is present with 4 unscrambled The TF1 group’s activities now span the entire value chain in the channels: broadcasting industry: W TF1, the channel for major events, ranked no. 1 in France; W upstream in: W TMC, the leading digital terrestrial channel and fi fth nationwide; − audiovisual and fi lm production, W NT1, the young-adults DDT channel; − the acquisition and trading of audiovisual rights, W HD1, the Group’s leader on new Digital Terrestrial Television channels − movie distribution in theatres; launched on December 2012 and focused on all forms of storytelling W downstream in: (fi lm, drama, comedy, etc.). − the sale of commercials, It is also present in pay TV, with more than 10 channels: − DVD or VoD movies and music CD publishing. W Eurosport, the leading pan-European sports broadcasting platform, received by 133 million households and available in 20 languages TF1 has also created a broad range of merchandising spin-offs from its in 54 countries. The Group have formed a strategic alliance with main channel, covering home shopping and e-tailing, catch-up TV and Discovery Communications aimed at sustain the development of the video-on-demand content, licences, musicals and board games. TF1 Group. took position in 2013 to operate a performance hall, La Cité Musicale de l’Île Seguin, starting from 2016. W TV Breizh, the no. 1 cable/satellite channel; TF1 is also present in the free press sector with the free newspaper W the Discovery Division (Ushuaïa TV, Histoire, Stylía), which sets the Metronews. standard for multi-channel offerings in France; TF1 formed a strategic alliance with Discovery Communications in W LCI, a news and current event analysis channel; December 2012 aimed at strengthening the activities of the Group in pay W TF6 and Série Club, owned 50% with M6. TV and in content publication. Since 1987, when it was privatised and became part of the Bouygues Harnessing the growth of the Internet and new technologies, TF1 group, TF1 has created new, high value-added activities in its main produces, develops and publishes new interactive content and business of producing and broadcasting TV programmes. services for the web for new distribution channels: smartphones, tablets, internet TV and freesheets. Going forward, the TF1 group’s strategy will be to combine the broad and effective reach of mass media with the closeness of digital media, offering compelling content and seizing opportunities to reach audiences everywhere thanks to the onward march of technology. 2 REGISTRATION DOCUMENT 2013 MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE Profi tability maintained in a complex business environment Ladies, Gentlemen, Dear Shareholders, Eurosport’s profi tability stayed robust, while our pay-TV channels were handicapped by conditions in the advertising market. In many ways, 2013 resembled the year before it. In sum, 2013 was a very good year in terms of editorial performance, but The advertising market continued its decline at a time when heightened more diffi cult when it came to economic results. competition led to increasing price pressures and a signifi cant loss of value . The Group’s fi nancial performance remained solid thanks to the work done since 2008, and we will continue to adjust the business model to On the bright side, 2013 was a very good year when it came to audience maintain our operating profi ts. ratings, while our programme costs went down. A series of major events – municipal and European elections, the TF1’s ratings were excellent. The channel had 99 of the top 100 audiences World Cup of soccer, with the French team competing, and multiple of the year. I would also point out that one-third of them are recent commemorations – will make 2014 an exceptional year and keep us programmes and that the line-up is very diverse: light entertainment, busier than ever. sports, American series, French dramas, movies, and news, with the eight o’clock evening newscast leading the way. We will be doing more innovation in the digital sphere and giving a stronger push to our “consumer” activities. TMC posted solid audience fi gures and wound up 2013 as the leading DTT channel. NT1 improved steadily, and HD1 staked out its position as There will be numerous and complex projects concerning No. 1 among the new HD DTT channels. regulations, from a request to make LCI a freeview channel to changes in the rules governing our relations with producers. Meanwhile, TF1 Production did outstanding work during the year with As for Eurosport, we have accelerated our partnership with Discovery, shows like Danse avec les Stars, 50Mn Inside, and RIS Police Scientifique, through the anticipation of the increase of their sta ke in Eurosport , to demonstrating once again its capacity to produce some of our top take place in 2014. programmes. In the fi eld of cinema, TF1 Films Production and TF1 Droits Audiovisuels could boast of some of the year’s biggest hits such as Les The business environment will likely remain sluggish in 2014, but we Profs and La Cage Dorée. have the means to deal with this situation and adapt our activities to be well prepared for future economic and regulatory developments. Our performance in the digital realm improved, too. With MYTF1 We must also continue our management efforts. They are absolutely Connect, we have established our leadership in social TV. The synergy necessary for the present and the future. between TV and digital media pursued since 2008 has become one of our major strengths.
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