Forward-looking statements 2 TECHNICOLOR AND ITS SHAREHOLDERS 105 Statements regarding competitive position 3 5 5.1 Share capital 106 5.2 Listing information 114 PRESENTATION OF THE GROUP AND ITS ACTIVITIES 5 1 SOCIAL INFORMATION AND 1.1 Selected financial information 6 6 SUSTAINABILITY 117 1.2 History and strategy of the Company 8 6.1 Employees and workforce 118 1.3 Business overview 14 6.2 Environmental matters 134 6.3 Stakeholder relations and local impacts of the Company’s activities 145 OPERATING AND FINANCIAL REVIEW AND 6.4 Supplier and sub-contractor relations 146 2 PROSPECTS 27 6.5 Technicolor Foundation for Cinema Heritage 148 2.1 Overview 28 6.6 Report of one of the Statutory Auditors, appointed 2.2 Trends in technicolor eco-systems 28 as independent third-party, on the consolidated social, environmental and societal information 2.3 Summary of results 30 published in the management report 149 2.4 Seasonality 31 2.5 Geographic breakdown of revenues and effect of exchange rate fluctuations 31 2.6 Events subsequent to December 31, 2014 33 ADDITIONAL INFORMATION 153 2.7 Notification of interests acquired in the share capital 7 7.1 Property, plant and equipment 154 of French companies in 2014 33 7.2 Memorandum and bylaws 156 2.8 Notification of interests acquired in the share capital 7.3 Material contracts 158 of French companies in 2013 33 7.4 Additional tax information 158 2.9 Results of operations for 2013 and 2014 34 7.5 Organization of the Group 159 2.10Liquidity and capital resources 42 7.6 Available documents 162 2.11 Priorities and objectives 2015 46 7.7 Information on accounting services 162 7.8 Table of auditors’ fees 163 7.9 Persons responsible for the Registration Document RISK FACTORS 47 and the Annual Financial Report 164 3 3.1 Risk related to the financial structure 48 3.2 Market risks 50 3.3 Risks related to the business 51 FINANCIAL STATEMENTS 165 3.4 Other risks 57 8 8.1 Technicolor 2014 consolidated financial statements 166 3.5 Insurance 61 8.2 Notes to the consolidated financial statements 172 8.3 Statutory auditors’ report on the consolidated financial statements as of December 31, 2014 248 CORPORATE GOVERNANCE AND 8.4 Technicolor SA parent company financial statements 250 INTERNAL CONTROL 63 8.5 Notes to the parent company financial statements 253 4 8.6 Parent company financial data over the five last years 4.1 Board of Directors 64 (under articles R. 225-81 and R. 225-102 of the 4.2 Chairman’s report on corporate governance, internal French Commercial Code) 276 control and risk management 74 8.7 Statutory auditors’ report on the financial statements 4.3 Statutory Auditors’ report prepared in accordance for the year ended December 31, 2014 277 with Article L. 225-235 of French commercial code 8.8 Statutory auditors’s special report on regulated (Code de commerce) on the report prepared by the agreements and commitments as of December 31, Chairman of the Board of Directors of the company 87 2014 279 4.4 Compensation and benefits of Directors 89 4.5 Executive Committee 101 REGISTRATION DOCUMENT CROSS 281 9 REFERENCE TABLE 0 TECHNICOLOR ANNUAL REPORT 2014 Société Anonyme with a share capital of €335,907,670 Registered Office: 1-5 , rue Jeanne d'Arc 92130 Issy-Les-Moulineaux Nanterre Register of Commerce and companies No. 333 773 174 ANNUAL REPORT 2014 This Registration Document (Document de Référence) was filed with the Autorité des marchés financiers (AMF) on March 18, 2015 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).) TECHNICOLOR ANNUAL REPORT 2014 1 FORWARD-LOOKING STATEMENTS In this Annual Report, unless otherwise stated, the “Company” refers This Annual Report contains certain forward-looking statements with to Technicolor SA and “Technicolor” and the “Group” refer to respect to Technicolor’s financial condition, results of operations and Technicolor SA together with its consolidated affiliates. business and certain plans and objectives of the Group. These statements are based on management’s current expectations and This Annual Report includes: beliefs in light of the information currently available and are subject to a number of factors and uncertainties that could cause actual results (i) the Annual Financial Report (Rapport Financier Annuel) issued to differ materially from those described in the forward-looking pursuant to Article L. 451-1-2-I and II of the French Monetary statements. In addition to statements that are forward-looking by and Financial Code (Code monétaire et financier) and referred reason of context, other forward-looking statements may be identified to in Article 222-3 of the AMF General Regulation (Règlement by use of the terms “may”, “will”, “should”, “expects”, “plans”, Général de l’AMF) (a cross-reference table is set forth on “intends”, “anticipates”, “believes”, “estimates”, “projects”, “predicts” page 286 between the documents referred to in Article 222-3 and “continue” and similar expressions identify forward-looking of the AMF General Regulation and the relevant sections of statements. By their nature, forward-looking statements involve risk this Registration Document); and uncertainty because they relate to events and depend on (ii) the management report (rapport de gestion) adopted by the circumstances that are anticipated to occur in the future. Such Board of Directors of Technicolor SA pursuant to Article statements are also subject to assumptions concerning, among other L. 225-100 et seq. of the French Commercial Code (Code de things, Technicolor’s anticipated business strategies; its intention to commerce) (the cross-reference table on page 287 mentions introduce new products and services; anticipated trends in its business; the elements of this report); and and Technicolor’s ability to continue to control costs and maintain (iii) the Chairman’s report on corporate governance, internal quality. control procedures and risk management issued pursuant to Article L. 22537 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 74 et seq.). 2 TECHNICOLOR ANNUAL REPORT 2014 STATEMENTS REGARDING COMPETITIVE POSITION This Annual Report contains statements regarding market trends,■ Futuresource Consulting for information on DVD replication and market share, market position and products and businesses. Unless distribution services; otherwise noted herein, market estimates are based on the following ■ IHS Screen Digest, Parks Associates, Generator Research, IDC, outside sources, in some cases in combination with internal estimates: Gartner, IDG and Informa for information on consumer electronics (TV, Tablets, smartphones); ■ IHS Screen Digest, FutureSource Consulting, PwC, Wilkofsky Gruen Associates, Thomson Reuters, Strategy Analytics, Statista, ■ Parks Associates, Dell’Oro Group and Infonetics Research for Magna Global, IDATE, Parks Associates, IAB, Nielsen, eMarketer, information on set-top-boxes, DSL and cable modems, routers & Harvard Business Review, McKinsey, IDC, and Visual Effects gateways. Society for overall market trends in the Media & Entertainment and Technology industries; TECHNICOLOR ANNUAL REPORT 2014 3 4 TECHNICOLOR ANNUAL REPORT 2014 PRESENTATION 1 OF THE GROUP AND ITS ACTIVITIES 1.1 SELECTED FINANCIAL INFORMATION 6 1.3 BUSINESS OVERVIEW 14 1.2 HISTORY AND STRATEGY OF THE COMPANY 8 1.3.1 Technology 14 1.2.1 Company profile 8 1.3.2 Entertainment Services 19 1.2.2 Historical background 8 1.3.3 Connected Home 23 1.2.3 Organization 10 1.3.4 Other 25 1.2.4 Strategy 12 1.3.5 Discontinued operations 26 TECHNICOLOR ANNUAL REPORT 2014 5 1 - PRESENTATION OF THE GROUP AND ITS ACTIVITIES Selected financial information 1.1 SELECTED FINANCIAL INFORMATION The Company has derived the following selected consolidated Company’s significant accounting policies are discussed in notes to financial data from its consolidated financial statements as of and for the consolidated financial statements. These selected financial data each of the years ended December 31, 2014, 2013 and 2012. These represent only a summary and, therefore, should be read together consolidated financial statements have been prepared in accordance with the Company’s consolidated financial statements and the notes with International Financial Reporting Standards (“IFRS”) as approved thereto which are included in this Annual Report. The changes in by the European Union. You should read the following selected consolidation scope and discontinued operations are presented in consolidated financial data together with Chapter 2: “Operating and notes 4 and 11, respectively, of the Company’s consolidated financial Financial Review and Prospects” of this Annual Report. The basis of statements. preparation of the consolidated financial statements and the 6 TECHNICOLOR ANNUAL REPORT 2014 PRESENTATION OF THE GROUP AND ITS ACTIVITIES - 1 Selected financial information (in millions euros) 2014 2013 2012 Statement of Operations (selected items) (1) Revenues from continuing operations 3,332 3,450 3,580 Adjusted EBITDA