Registration Document 2010 Annual Financial Report
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REGISTRATION DOCUMENT 2010 AND ANNUAL FINANCIAL REPORT Profile 2 Message from the Chairman and Chief Executive 3 5 STATUTORY AUDITORS’ REPORT 195 5.1 Statutory Auditors’ report on the report by the Chairman 196 1 PRESENTATION OF THE TF1 GROUP 5 5.2 Statutory Auditors’ report 1.1 The management team 6 on the consolidated financial statements AFR 197 1.2 Simplified organisation chart as at 16/02/2011 7 5.3 Statutory Auditors’ Report TABLE OF CONTENT TABLE 1.3 Group activities 8 on the financial statements AFR 199 1.4 2010 Key events 13 5.4 Statutory Auditors’ special report dealing 1.5 Group indicators 16 with regulated agreements and undertakings 201 1.6 Research and development expenditure 19 5.5 Statutory Auditors’ report 1.7 Social and environmental analysis 21 on the capital transactions 206 2 REPORT OF THE CHAIRMAN OF THE BOARD 6 INFORMATION ABOUT THE COMPANY AND OF DIRECTORS ON CORPORATE GOVERNANCE 41 ITS CAPITAL 209 2.1 Composition of the Board of Directors 6.1 Information about TF1 210 and Board Committees 43 6.2 Legal framework 218 2.2 Chairman’s report 51 6.3 Capital 221 2.3 Remuneration of the Executive Director 6.4 Ownership structure 227 of TF1 in 2010 66 6.5 Stock market information 230 2.4 Risk factors 72 7 GENERAL MEETING 233 3 MANAGEMENT REPORT OF THE BOARD 7.1 General Meeting taking part in the Combined OF DIRECTORS AFR 79 annual General Meeting of April 14, 2011 234 3.1 2010 market trends 81 7.2 Agenda 236 3.2 2010 activity and results 90 7.3 Report of the Board of Directors 3.3 Available information in other part on the resolutions submitted of the registration document 110 to the Combined annual General Meeting 237 3.4 Statement of company operations 7.4 Presentation of draft resolutions 243 over the last five business years 111 8 ADDITIONNAL INFORMATION 257 4 FINANCIAL STATEMENTS AFR 113 8.1 Person responsible for the registration document 4.1 Consolidated financial statements 114 and information concerning the verification of the accounts AFR 258 4.2 Notes to the consolidated financial statements 119 8.2 Relations with shareholders 260 4.3 Parent company financial statements 174 8.3 Schedule of financial announcements for 2011 260 4.4 Notes to the parent company financial statements 178 8.4 Information included by reference 260 8.5 Addresses of main subsidiaries and participations 261 8.6 Registration document and cross-reference table 262 8.7 Management Report of the board of directors and cross-reference table AFR 264 The element of the annual fi nancial report are clearly identifed in the table of content using the pictogram AFR REGISTRATION DOCUMENT 2010 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 17, 2011, 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 responsability of the person whose signature appears therein. The registration in accordance with the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, was made after that the AMF has verifi ed that the document is complete and understandable and that the information it contains is consistent. It does not authenticate by AMF of the accounting and fi nancial information. In case of discrepancy, the French version prevails. REGISTRATION DOCUMENT 2010 1 PROFILE TF1 is France’s leading mainstream television channel. It is also an The TF1 group’s activities now span the entire value chain in the integrated media Group that has build up a range of activities in high- broadcasting industry: growth segments alongside its core business. Its corporate mission is to p upstream: inform and entertain. − audiovisual and fi lm production, In freeview television, the Group is present with: − acquisition and trading of audiovisual rights, p TF1, the channel for major events, ranked no. 1 in France; − movie distribution; p TMC, since July 1, 2010, the leading digital terrestrial channel and the fi fth nationwide, and NT1. p downstream: It is also present in pay TV, with: − sale of commercials, p Eurosport, the leading pan-European sports broadcasting platform, − publishing of DVDs and music CDs. received by 123 million households; TF1 has also created a broad range of merchandising spin-offs from its p TV Breizh, the no 1 channel cable / satellite channel; main channel, covering home shopping and e-tailing, catch-up TV and video on demand content, licences, musicals and board games. p the Discovery Division (Ushuaïa TV, Histoire, Stylía), which sets the standard for multi-channel offerings in France; Harnessing the growth of the Internet and new technologies, TF1 produces, develops and publishes new interactive content and p LCI, a news and current event analysis channel; services for the Web, smart phones, tablet computers and internet TV. p TF6 and Série Club, owned 50% with M6. Going forward, the TF1 group’s strategy will be to combine the broad Since 1987, when it was privatised and became part of the Bouygues and effective reach of mass media with the closeness of digital media, Group, TF1 has created new, high added-value activities in its main offering compelling content and seizing opportunities to reach audiences business of producing and broadcasting TV programmes. everywhere thanks to the onward march of technology. 2 REGISTRATION DOCUMENT 2010 MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE Bouncing back in 2010 Although 2009 was a tough year mired in economic crisis, it also The cross-cutting approach that was initially aimed at breaking down spawned several initiatives that the TF1 group made every effort to barriers has now become a shared working method, in evidence every capitalise on and bring to fruition in 2010. As a result, last year was day. No programme goes out on the air without being discussed and marked by a recovery in almost all the Group’s entities and by the implemented with the subsidiaries and on digital media. The business incorporation of two digital terrestrial channels, TMC and NT1. model for digital media is beginning to take shape, particularly with the commercial success of video advertising. But 2010 will also be remembered as a year of innovation, not just in terms of programming, from drama and entertainment to news, but also These remarkable achievements result from the analyses and technology (HD, 3D, interactive applications for smart TV), services (from preparations we undertook during the bleakest year in our history. Thus the web to MyTF1, from the TF1, TMC and Eurosport Players to video 2009 was a year of crisis but also of initiative – and the fi rst positive on demand with TF1 Vision, and Automotocompare.fr) and e-tailing results are beginning to emerge. (Place des Tendances). Innovation was also in evidence at TF1 Publicité, In 2010 we delivered on our promises. Two key events were the award which launched TF1 Conso, and TF1 Entreprises, with highlights such of Diversity certifi cation on 14 December and the decision by France’s as MasterChef (the game and book), Spiritus Dei, Mozart, l’Opéra Rock, supreme administrative court on 30 December to approve the acquisition Zaz, and new licences. of TMC and NT1, a successful outcome to two years’ work. Another highlight of 2010 was the implementation of the Group’s 360 Last but not least, 2010 demonstrated our ability to adapt our business strategy. Further substantial progress has been made and we are no model, thereby boosting the Group’s profi tability. longer addressing our audiences simply as viewers but as people. Our content is present on all types of screens, allowing us to reach all our If 2010 was the year of recovery, 2011 will be the year of building on targets. Web users, owners of smart phones, viewers and consumers those achievements and winning (or winning back) customers. can access it whenever they want, whether at home or on the move, We must once again harness all our energies so that our Group, alone or with family. which now operates on a 360° horizon, can consolidate its positions By pursuing and expanding an approach that combines the broad and and continue to advance while remaining a leader in its core business, effective reach of mass media with the closeness of digital media, TF1 information and entertainment in all its forms. should be able to consolidate its position as the leading private TV I would like to thank our shareholders for their trust and our staff for their channel in France. unwavering dedication and efforts. All this has been made possible by the new mindset that has pervaded Boulogne-Billancourt, February 16, 2011 the Group in recent months. Nonce Paolini, Chairman and Chief Executive, TF1 REGISTRATION DOCUMENT 2010 3 4 REGISTRATION DOCUMENT 2010 1 PRESENTATION OF THE TF1 GROUP 1.1 THE MANAGEMENT TEAM 6 1.2 SIMPLIFIED ORGANISATION CHART AS AT 16/02/2011 7 1.3 GROUP ACTIVITIES 8 1.3.1 Broadcasting France 8 1.3.2 Audiovisual rights 11 1.3.3 International broadcasting 12 1.3.4 Miscellaneous activities 12 1.4 2010 KEY EVENTS 13 1.5 GROUP INDICATORS 16 1.5.1 Management indicators 16 1.5.2 Key fi nancial fi gures 17 1.5.3 Key trading fi gures 18 1.6 RESEARCH AND DEVELOPMENT EXPENDITURE 19 1.7 SOCIAL AND ENVIRONMENTAL ANALYSIS 21 1.7.1 Corporate Social Responsibility (CSR) policy 21 1.7.2 Corporate social responsibility analysis (in accordance with the New Economic Regulations Act) 24 1.7.3 Environmental