ˆ200F33kban%gkxrs!Š 200F33kban%gkxrs WCRFBU-MWE-XN06 QUEBECOR MEDIA INC. RR Donnelley ProFile10.7.14 WCRhasus0in 21-Mar-2011 12:50 EST 161635 FS 1 1* FORM 20-F START PAGE MON HTM PMT 1C Page 1 of 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report …… For the transition period from to Commission file number: 333-13792 QUEBECOR MEDIA INC. (Exact name of Registrant as specified in its charter) Province of Quebec, Canada (Jurisdiction of incorporation or organization) 612 St-Jacques Street Montréal, Quebec, Canada H3C 4M8 (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act. Name of each exchange on which Title of each class registered None None Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. 7/ 3 4% Senior Notes due March 2016 (issued January 17, 2006) 7/ 3 4% Senior Notes due March 2016 (issued October 5, 2007) (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 123,602,807 Common Shares 1,630,000 Cumulative First Preferred Shares, Series G Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ⌧ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ⌧ No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ⌧ Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): ⌧ Large accelerated filer Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued Other ⌧ by the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ⌧ Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No ˆ200F33kban&Wih8sGŠ 200F33kban&Wih8s RRWIN-XENP124 QUEBECOR MEDIA INC. RR Donnelley ProFile10.7.14 WCRarumv1dc 21-Mar-2011 13:57 EST 161635 ROM 1 3* FORM 20-F START PAGE MON HTM PMT 1C Page 1 of 1 TABLE OF CONTENTS Page Explanatory Notes ii Industry and Market Data ii Presentation of Financial Information ii Exchange Rate Information iii Cautionary Statement Regarding Forward-Looking Statements iv PART I 1 ITEM 1 — IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 ITEM 2 — OFFER STATISTICS AND EXPECTED TIMETABLE 1 ITEM 3 — KEY INFORMATION 1 ITEM 4 — INFORMATION ON THE COMPANY 24 ITEM 4A — UNRESOLVED STAFF COMMENTS 75 ITEM 5 — OPERATING AND FINANCIAL REVIEW AND PROSPECTS 75 ITEM 6 — DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 135 ITEM 7 — MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 145 ITEM 8 — FINANCIAL INFORMATION 149 ITEM 9 — THE OFFER AND LISTING 150 ITEM 10 — ADDITIONAL INFORMATION 151 ITEM 11 — QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 172 ITEM 12 — DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 174 PART II 175 ITEM 13 — DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 175 ITEM 14 — MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 175 ITEM 15 — CONTROLS AND PROCEDURES 175 ITEM 16 — [RESERVED] 176 ITEM 16A — AUDIT COMMITTEE FINANCIAL EXPERT 176 ITEM 16B — CODE OF ETHICS 176 ITEM 16C — PRINCIPAL ACCOUNTANT FEES AND SERVICES 176 ITEM 16D — EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 177 ITEM 16E — PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 177 ITEM 16F — CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT 177 ITEM 16G — CORPORATE GOVERNANCE 177 PART III 178 ITEM 17 — FINANCIAL STATEMENTS 178 ITEM 18 — FINANCIAL STATEMENTS 178 ITEM 19 — EXHIBITS 178 Signature 186 Index to Consolidated Financial Statements F-1 ˆ200F33kban%mZt=L9Š 200F33kban%mZt=L WCRPRFRS16 QUEBECOR MEDIA INC. RR Donnelley ProFile10.7.14 WCRpf_rend 21-Mar-2011 12:52 EST 161635 ROM 2 2* FORM 20-F START PAGE MON HTM PMT 1C Page 1 of 1 EXPLANATORY NOTES In this annual report, unless otherwise specified, the terms “we,” “our,” “us,” the “Company” and “Quebecor Media” refer to Quebecor Media Inc., a corporation under the Business Corporations Act (Quebec) and its consolidated subsidiaries, collectively. All references in this annual report to “Videotron” are references to our wholly-owned subsidiary Videotron Ltd. and its subsidiaries; all references to “Sun Media” are references to our indirect wholly-owned subsidiary Sun Media Corporation and its subsidiary; all references in this annual report to “Osprey Media” are references to our wholly-owned subsidiary Osprey Media Publishing Inc. (which was wound up and its operations integrated into Sun Media’s operations on January 1, 2011) and its subsidiary; all references to “Le SuperClub Vidéotron” are references to our indirect wholly-owned subsidiary Le SuperClub Vidéotron ltée; all references in this annual report to “TVA Group” are references to our public subsidiary TVA Group Inc. and its subsidiaries; all references to “Archambault Group” are references to our wholly-owned subsidiary Archambault Group Inc. and its subsidiaries; all references in this annual report to “Nurun” are references to our wholly-owned subsidiary Nurun Inc. and its subsidiaries; all references to “Quebecor Media Printing” are references to our wholly-owned subsidiary Quebecor Media Printing Inc.; and all references in this annual report to “Canoe” are references to our subsidiary Canoe Inc. All references in this annual report to “Quebecor” or “our parent company” are references to Quebecor Inc., and all references to “Capital CDPQ” are refererences to CDP Capital d’Amérique Investissements inc. In this annual report, all references to the “CRTC” are references to the Canadian Radio-television and Telecommunications Commission. In this annual report, all references to our “Senior Notes” are references to, collectively, our 7 3 /4% Senior Notes due 2016 originally issued on January 17, 2006, our 7 3 /4% Senior Notes due 2016 originally issued on October 5, 2007, and our 7 3 /8% Senior Notes due January 15, 2021 originally issued on January 5, 2011. INDUSTRY AND MARKET DATA Industry statistics and market data used throughout this annual report were obtained from internal surveys, market research, publicly available information and industry publications, including the CRTC, A.C. Nielsen Media Research, Kagan Research LLC, the Canadian Newspaper Association (“CNA”), the Audit Bureau of Circulations, NADbank® Inc. and ComScore Media Metrix. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of this information is not guaranteed. Information contained in this document concerning the media industry, our general expectations concerning this industry and our market positions and market shares may also be based on estimates and assumptions made by us based on our knowledge of the industry and which we believe to be reliable. We believe, however, that this data is inherently imprecise, although generally indicative of relative market positions and market shares. Industry and company data is approximate and may reflect rounding in certain cases. PRESENTATION OF FINANCIAL INFORMATION Our consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in Canada (“Canadian GAAP”). For a discussion of the significant differences between Canadian GAAP and the accounting principles generally accepted in the United States (“U.S. GAAP”), as they relate to our consolidated financial statements, see Note 26 to our audited consolidated financial statements for the three-year period ended December 31, 2010 included under “Item 17. Financial Statements” of this annual report. We prepare our financial statements in Canadian dollars. In this annual report, references to Canadian dollars, Cdn$ or $ are to the currency of Canada, and references to U.S. dollars or US$ are to the currency of the United States. ii ˆ200F33kban%miPvs^Š 200F33kban%miPvs WCRPRFRS16 QUEBECOR MEDIA INC. RR Donnelley ProFile10.7.14 WCRpf_rend21-Mar-2011 12:52 EST 161635 ROM 3 2* FORM 20-F MON HTM PMT 1C Page 1 of 1 We use certain financial measures that are not calculated in accordance with Canadian GAAP or U.S. GAAP to assess our financial performance. We use these non-GAAP financial measures, such as operating income, cash flows from segment operations, free cash flows from continuing operating activities and average monthly revenue per user (“ARPU”), because we believe that they are meaningful measures of our performance.