<?xml version="1.0" encoding="UTF-8"?>
<searchText>
	<page id="1"><![CDATA[REGISTRATION DOCUMENT 2010 AND ANNUAL FINANCIAL REPORT]]></page>
	<page id="2"><![CDATA[TABLE OF CONTENT The element of the annual ﬁ nancial report are clearly identifed in the table of content using the pictogram AFR 1 2 3 5 6 7 4 Profile 2 Message from the Chairman and Chief Executive 3 PRESENTATION OF THE TF1 GROUP 5 1.1 The management team 6 1.2 Simplified organisation chart as at 16/02/2011 7 1.3 Group activities 8 1.4 2010 Key events 13 1.5 Group indicators 16 1.6 Research and development expenditure 19 1.7 Social and environmental analysis 21 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 41 2.1 Composition of the Board of Directors and Board Committees 43 2.2 Chairman’s report 51 2.3 Remuneration of the Executive Director of TF1 in 2010 66 2.4 Risk factors 72 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS AFR 79 3.1 2010 market trends 81 3.2 2010 activity and results 90 3.3 Available information in other part of the registration document 110 3.4 Statement of company operations over the last five business years 111 FINANCIAL STATEMENTS AFR 113 4.1 Consolidated financial statements 114 4.2 Notes to the consolidated financial statements 119 4.3 Parent company financial statements 174 4.4 Notes to the parent company financial statements 178 8 STATUTORY AUDITORS’ REPORT 195 5.1 Statutory Auditors’ report on the report by the Chairman 196 5.2 Statutory Auditors’ report on the consolidated financial statements AFR 197 5.3 Statutory Auditors’ Report on the financial statements AFR 199 5.4 Statutory Auditors’ special report dealing with regulated agreements and undertakings 201 5.5 Statutory Auditors’ report on the capital transactions 206 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 209 6.1 Information about TF1 210 6.2 Legal framework 218 6.3 Capital 221 6.4 Ownership structure 227 6.5 Stock market information 230 GENERAL MEETING 233 7.1 General Meeting taking part in the Combined annual General Meeting of April 14, 2011 234 7.2 Agenda 236 7.3 Report of the Board of Directors on the resolutions submitted to the Combined annual General Meeting 237 7.4 Presentation of draft resolutions 243 ADDITIONNAL INFORMATION 257 8.1 Person responsible for the registration document and information concerning the verification of the accounts AFR 258 8.2 Relations with shareholders 260 8.3 Schedule of financial announcements for 2011 260 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]]></page>
	<page id="3"><![CDATA[REGISTRATION DOCUMENT 2010 1 1 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 AND ANNUAL FINANCIAL REPORT]]></page>
	<page id="4"><![CDATA[REGISTRATION DOCUMENT 2010 2 PROFILE TF1 is France’s leading mainstream television channel. It is also an integrated media Group that has build up a range of activities in high- growth segments alongside its core business. Its corporate mission is to inform and entertain. In freeview television, the Group is present with: p TF1, the channel for major events, ranked no. 1 in France; p TMC, since July 1, 2010, the leading digital terrestrial channel and the ﬁ fth nationwide, and NT1. It is also present in pay TV, with: p Eurosport, the leading pan-European sports broadcasting platform, received by 123 million households; p TV Breizh, the no 1 channel cable / satellite channel; p the Discovery Division (Ushuaïa TV, Histoire, Stylía), which sets the standard for multi-channel offerings in France; p LCI, a news and current event analysis channel; p TF6 and Série Club, owned 50% with M6. Since 1987, when it was privatised and became part of the Bouygues Group, TF1 has created new, high added-value activities in its main business of producing and broadcasting TV programmes. The TF1 group’s activities now span the entire value chain in the broadcasting industry: p upstream: − audiovisual and ﬁ lm production, − acquisition and trading of audiovisual rights, − movie distribution; p downstream: − sale of commercials, − publishing of DVDs and music CDs. TF1 has also created a broad range of merchandising spin-offs from its main channel, covering home shopping and e-tailing, catch-up TV and video on demand content, licences, musicals and board games. Harnessing the growth of the Internet and new technologies, TF1 produces, develops and publishes new interactive content and services for the Web, smart phones, tablet computers and internet TV. 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.]]></page>
	<page id="5"><![CDATA[REGISTRATION DOCUMENT 2010 3 MESSAGE FROM THE CHAIRMAN AND CHIEF EXECUTIVE Bouncing back in 2010 Although 2009 was a tough year mired in economic crisis, it also spawned several initiatives that the TF1 group made every effort to capitalise on and bring to fruition in 2010. As a result, last year was marked by a recovery in almost all the Group’s entities and by the incorporation of two digital terrestrial channels, TMC and NT1. 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 technology (HD, 3D, interactive applications for smart TV), services (from the web to MyTF1, from the TF1, TMC and Eurosport Players to video on demand with TF1 Vision, and Automotocompare.fr) and e-tailing (Place des Tendances). Innovation was also in evidence at TF1 Publicité, which launched TF1 Conso, and TF1 Entreprises, with highlights such as MasterChef (the game and book), Spiritus Dei, Mozart, l’Opéra Rock, Zaz, and new licences. Another highlight of 2010 was the implementation of the Group’s 360 strategy. Further substantial progress has been made and we are no 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 targets. Web users, owners of smart phones, viewers and consumers can access it whenever they want, whether at home or on the move, alone or with family. By pursuing and expanding an approach that combines the broad and effective reach of mass media with the closeness of digital media, TF1 should be able to consolidate its position as the leading private TV channel in France. All this has been made possible by the new mindset that has pervaded the Group in recent months. The cross-cutting approach that was initially aimed at breaking down barriers has now become a shared working method, in evidence every day. No programme goes out on the air without being discussed and implemented with the subsidiaries and on digital media. The business model for digital media is beginning to take shape, particularly with the commercial success of video advertising. These remarkable achievements result from the analyses and preparations we undertook during the bleakest year in our history. Thus 2009 was a year of crisis but also of initiative – and the ﬁ rst positive results are beginning to emerge. In 2010 we delivered on our promises. Two key events were the award of Diversity certiﬁ cation on 14 December and the decision by France’s supreme administrative court on 30 December to approve the acquisition of TMC and NT1, a successful outcome to two years’ work. Last but not least, 2010 demonstrated our ability to adapt our business model, thereby boosting the Group’s proﬁ tability. If 2010 was the year of recovery, 2011 will be the year of building on those achievements and winning (or winning back) customers. We must once again harness all our energies so that our Group, which now operates on a 360° horizon, can consolidate its positions and continue to advance while remaining a leader in its core business, information and entertainment in all its forms. I would like to thank our shareholders for their trust and our staff for their unwavering dedication and efforts. Boulogne-Billancourt, February 16, 2011 Nonce Paolini, Chairman and Chief Executive, TF1]]></page>
	<page id="6"><![CDATA[REGISTRATION DOCUMENT 2010 4]]></page>
	<page id="7"><![CDATA[REGISTRATION DOCUMENT 2010 5 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 report (in accordance with the New Economic Regulations Act) 32 PRESENTATION OF THE TF1 GROUP 1]]></page>
	<page id="8"><![CDATA[REGISTRATION DOCUMENT 2010 6 PRESENTATION OF THE TF1 GROUP 1 The management team 1.1 THE MANAGEMENT TEAM February 2011 Senior Management Committee, TF1 Nonce Paolini, Chairman and Chief Executive, TF1 group Arnaud Bosom, Executive Vice-President, Strategy, Organisation and Marketing, TF1 group Jean-Michel Counillon, General Counsel, Philippe Denery, Executive Vice-President, Group Finance, Chairman of TF1 Thématiques and TF1 Droits Audiovisuels Martine Hollinger, Chairman of TF1 Publicité Frédéric Ivernel, Executive Vice-President, Communication Jean-François Lancelier, Chief Executive, Broadcasting Benoît Louvet, Executive Vice-President, Acquisition and Negotiation of Audiovisual Rights Gilles Maugars, Executive Vice President, Technologies, Information Systems, Internal Resources and Sustainable Development Catherine Nayl, Managing Director, News and Information, TF1 group Jean-Pierre Paoli, Managing Director, International Affairs Régis Ravanas, Chairman of TF1 Entreprises, Téléshopping, e-TF1 and TF1 Vidéo Jean-Pierre Rousseau, Executive Vice-President, Human Resources and Internal Communication Laurent Solly, Chief Executive, TF1 Publicité Laurent Storch, Executive Vice-President, Broadcasting, with responsibility for programmes Senior Management Committee, TF1 group Édouard Boccon-Gibod, Chairman, TF1 Production Michel Brossard, Vice-President, Diversiﬁ cations Pierre Brossard, Chairman’s counsellor Éric Jaouën, General Counsel, News and Information, TF1 group Laurent-Éric Le Lay, Chairman, Eurosport; Managing Director for Sports Rights Purchasing Éric Revel, Managing Director, LCI]]></page>
	<page id="9"><![CDATA[REGISTRATION DOCUMENT 2010 7 PRESENTATION OF THE TF1 GROUP 1 Simpliﬁ ed organisation chart as at 16/02/2011 1.2 SIMPLIFIED ORGANISATION CHART AS AT 16/02/2011 SEGMENT MAIN SUBSIDIARIES Year of creation or acquisition is in brackets. 34% TF1 PUBLICITE (1987) 100% SNC APHELIE (1992) 100% TF1 ENTREPRISES (1989) 100% 100% SYLVER (2002) GIE Sony Pictures Home Entertainment TF1 VIDEO (2009) LES NOUVELLES EDITIONS TF1 (1997) 1% UNE MUSIQUE (1988) TELESHOPPING (1987) 100% EUROSPORT FRANCE (1993) 100% TV BREIZH (2000) 100% HISTOIRE (2004) 100% TF6 (2000) 50% EXTENSION TV - SERIE CLUB (2001) e-TF1 (1999) 100% TF1 PRODUCTION (1995) 100% TF1 FILMS PRODUCTION (1980) 100% 100% TF1 DROITS AUDIOVISUELS (1993) 100% UGC DISTRIBUTION (2009) 34% 100% TCM DROITS AUDIOVISUELS (1996) 50% International broadcasting EUROSPORT (1991) 100% 100% Other activities PUBLICATION METRO FRANCE (2003) MONTE CARLO PARTICIPATION (2005) 50% 100% TOP SHOPPING (2005) 100% EZ TRADING (2005) INFOSHOPPING (2005) 100% 80% TMC (2005) WAT (2006) 100% TMC REGIE (2006) 100% TF1 INSTITUT (2006) A1 INTERNATIONAL INVESTMENT BV (2005) 50% THE WEINSTEIN COMPANY (2005) 3% ONECAST (2006) 100% H.O.P Holding Omega Participation (2007) (ex Groupe AB) 100% 100% DUJARDIN (2007) PLACE DES TENDANCES (2007) 80% GIE TF1 ACQUISITION DE DROITS (2007) 100% SPS (2008) 50% 50% CIBY 2000 2 (2002) (1) Held via TF1 ENTREPRISES (2) Held via TF1 FILMS PRODUCTION TF1 THEMATIQUES (2000) 100% TF1 DISTRIBUTION (2010) 100% OUEST INFO (2002) 100% LA CHAINE INFO - LCI (1994) 100% WB TV SA BELGIQUE (2001) 49% GROUPE AB (2010) 33.5% 50% USHUAÏA TV (2004) 100% STYLIA (1996) 100% 50% 100% NT1 (2010) 100% 50% TF1 INTERNATIONAL (2009) 66% 49% SPS BETTING Ltd UK (2008) 100% SPS BETTING FRANCE (2009) 100% TF1 VIDEO 1 (1998) Audiovisual rights Audiovisual rights T E L E V I S I O N F R A N Ç A I S E 1 TF1 DS (2010) France Broadcasting 50% ALSTOM S TELECOM YGUES SA STRUCTION COLAS MMOBILIER 43,02% 96,6%]]></page>
	<page id="10"><![CDATA[REGISTRATION DOCUMENT 2010 8 PRESENTATION OF THE TF1 GROUP 1 Group activities 1.3 GROUP ACTIVITIES The purpose of the TF1 group is to use all its channels to inform and entertain. While continuing to build on its core business – television – with free and pay channels, the Group has diversiﬁ ed into many other areas, such as the Web, audiovisual rights, production, home shopping, e-tailing and licences. 1.3.1 Broadcasting France BROADCASTING IN FRANCE TF1 CHANNEL The TF1 channel offers family-oriented, event-based programming addressing major themes that attract a broad audience from news, light entertainment to ﬁ ction drama, sports, feature ﬁ lms, youth programmes, magazines and documentaries. TF1’s programming is based on unifying and recognisable concepts that are constantly renewed to meet viewers expectations. In 2010, against a more fragmented backdrop, TF1 maintained a strong lead, with an audience share of 24.5% overall and 28.1% for advertisers’ prime target: women under 50 purchasing decision makers. TF1 once again demonstrated its dynamic programming approach by notching up 97 of the year’s top 100 audiences and being the only channel to attract more than nine million viewers, with 32 programmes. Source: Médiamétrie. TF1 PUBLICITÉ – ADVERTISING TF1 Publicité is the multi-audiovisual advertising benchmark for the market. Through the power and diversity of its advertising media, it is able to bring advertisers communications solutions tailored to their needs. More than ever before, the TF1 channel is the reference vehicle of a media plan. In an environment of rapidly developing audiovisual technology and a fragmentation of the offering, the advertising power of TF1 assures advertisers of maximum exposure of their products with all audiences, enabling them to rapidly expand brand awareness and sales. By becoming a sponsor, advertisers can associate their brand with the most prestigious programmes shown on TF1 and with the values conveyed by these programmes. Around a dozen complementary but distinct theme channels provide an outlet for targeted and effective communications, thus expanding the national offering of TV channels. In 2010 TF1 Publicité conﬁ rmed its success in the radio market by selling advertising space on the 128 local stations run by the economic interest Grouping Les Indépendants. Backed up by the Sud Radio and Wit FM package, this market-leading offering combines power with local presence to promote effective advertising. TF1 Publicité also pursued its ﬁ ve-screen digital strategy focused on television, IPTV, the Web, mobile phones and tablet computers. For this it leveraged the TF1 Group’s brands (TF1, Eurosport, MasterChef, Secret Story, Clem, etc.) and broadcasting rights, including the 2010 FIFA World Cup, the matches played by the national soccer squad, and popular US series. The department markets a broad range of video content from the TF1 channel on the TF1.fr website (catch-up TV, original content, web programming, etc.) as well as content produced by a broad range of entertainment providers (Warner Music, EMI, Ubisoft, PSG, Les Inrocks, etc.) made available on WAT.tv. As a result, TF1 Publicité is now a key player in online video advertising. The department continues to develop its offering for mobile phones and tablets. Alongside Bouygues Telecom’s portals, it sells applications produced by Eurosport (the leading audience-winner on these media) for the iPhone (Eurosport and Rugbyrama) and the iPad (Eurosport). In addition, the channel’s IPTV site, MyTF1, has signiﬁ cantly extended its advertising reach via its inclusion in the ADSL television packages offered by Orange and Bouygues Telecom. Taking advantage of these new media, TF1 Publicité is launching innovative, increasingly interactive products that enable advertisers to turn a new contact into a one-to-one relationship between their prospects and customers. TF1 Publicité adapts to advertisers’ changing requirements by forging the link between the media and sales outlets via TF1 Conso, a large- scale promotion campaign advertised and carried on the channel. And to meet the requirements of the growing number of customers looking for more creativity and special customised operations, the TF1  361°department designs pertinent multimedia communication solutions combining a number of media for a single theme or exclusive content, based on the requirements of each advertiser. TÉLÉSHOPPING Téléshopping is a leading telesales player in France. This subsidiary has two main activities – telesales and e-commerce – pursued through programmes broadcast on TF1, catalogues and sales websites.]]></page>
	<page id="11"><![CDATA[REGISTRATION DOCUMENT 2010 9 PRESENTATION OF THE TF1 GROUP 1 Group activities Alongside its shops, Téléshopping has launched an infomercial activity under the Euroshopping brand on a number of DTT, cable and satellite channels (RTL9, NT1, TMC, Direct 8, Eurosport, etc.). In March  2008 Téléshopping launched the Placedestendances.com website. THEME CHANNELS IN FRANCE Building on its television expertise, the TF1 group has developed a broad offering of complementary and afﬁ nity channels. Following the launch of Eurosport in 1991 and LCI in 1994, TF1 now has a direct holding in 14 channels, including the following theme channels: TMC, NT1, LCI, TV Breizh, Ushuaïa TV, Histoire, Stylía, TF6, Série Club and the ﬁ ve Eurosport channels. The theme channels thus cover the areas of sport, news, feature ﬁ lms, entertainment and documentaries. Viewers applaud the high-quality content of the channels, which complement the programmes shown on TF1, providing an extended service in news and entertainment. With these channels, the TF1 group has put together a family of channels able to satisfy the expectations of all audiences and all its customers, be they subscribers or advertisers. Source: Médiamétrie – Médiamat or Médiamat’Thématik. TMC TMC is France’s no. 5 channel and ranks among the leaders in freeview DTT channels, thanks to its unique positioning as a general-interest, family-oriented entertainment channel with four key offerings: magazines programmes, US and French crime ﬁ ction, movies and entertainment. TMC is 20% owned by the Principality of Monaco, and TF1 has held an 80% stake since 1 July 2010. NT1 NT1 is a freeview DTT channel offering mainstream content and focused particularly on the 15-49 age bracket. It offers a varied selection of magazine programmes, original US series, movies and documentaries on the theme of adventure and sport. NT1 has been part of the Group since July 1, 2010. EUROSPORT FRANCE Eurosport France is recognised as the most watched and most attractive sports channel, with an international programme, backed up by League 2 and French Cup football matches, and MotoGP races. Eurosport 2, a new-generation sports channel launched in 2005, is now available in France on CanalSat and Noos-Numericable. On the leading edge of technology, Eurosport France has been broadcast in High Deﬁ nition since December 2008. TV BREIZH TV Breizh is one of the most attractive channels in France for women under 50 purchasing decision makers. It offers general-interest, popular programming for the broadest possible audience. It is the ﬁ rst pay-to-view “mini-generalist” channel for viewers aged 4 and over. LCI LCI, a 24-hour French news channel, was launched in 1994. It covers all the main news events, setting itself apart from the competition through its broad focus on explanation and analysis. It covers all the major current affairs events, with special editions featuring its numerous specialists. In September  2010 LCI moved signiﬁ cantly upmarket, overhauling its programme grid and creating live news segments from strategic locations and prestige talk shows focused on political and economic news. The pooling of resources continued between the TF1 channel and TF1.fr website, with a growing number of journalists from TF1 and LCI working together. The pace of digital development increased with LCI.fr becoming TF1News, a new brand featuring news highlights from TF1 and LCI and Web editorial content. TF1News delivers real-time news coverage and video streams. DISCOVERY DIVISION The Discovery Division comprises the TF1 Group’s pay-to-view documentary channels, broadcast via satellite, cable, ADSL and 3G in France and internationally, chieﬂ y in French-speaking Europe and North Africa. They are available for its customers in catch-up television. In 2010 Odyssée was replaced by Stylía, an all-new channel covering lifestyle, luxury and fashion. Ushuaïa TV, the leading channel for coverage of sustainable development, was given a makeover and a new logo. It os also broadcast in HD. Histoire continues to specialise in historical and cultural heritage issues. All three channels pursue an active production policy, especially for magazine programmes. Their prime content is offered in catch-up mode to subscribers of their main distributors. SÉRIE CLUB Série Club is 50% owned by TF1 and 50% by M6. The channel broadcasts a full offering with recent series of all genres. It is broadcast in full digital and 16/9 in the CanalSat and Numéricâble packages. A multiple language version is also available. TF6 TF6 is the leading channel for viewers aged between 15 and 34. It is 50% owned by TF1 and 50% by M6. TF6 broadcasts entertainment events and the generational series preferred by its target audience. It also offers movies and reality shows. It is broadcast in full digital and 16/9 format in the CanalSat and Numéricâble packages and is also available through pay-to-view DTT on Canal+Distribution and TV Num.]]></page>
	<page id="12"><![CDATA[REGISTRATION DOCUMENT 2010 10 PRESENTATION OF THE TF1 GROUP 1 Group activities DELIVERY METHODS FOR THE TF1 GROUP’S THEME CHANNELS IN FRANCE Freeview DTT** Pay DTT** CABLE SATELLITE ADSL MOBILE SUMMARY OF ADDITIONAL SERVICES OFFERED BY THE TF1 GROUP’S THEME CHANNELS IN FRANCE Website www.tmc.tv www.nt1.tv www.eurosport.fr http://www.eurosportplayer.fr/ www.tvbreizh.fr http://lci.tf1.fr/ www.stylia.fr www.ushuaiatv.fr www.histoire.fr www.serieclub.fr www.tf6.fr Catch-up TV VOD or SVOD Smartphone apps Facebook TF1 ENTREPRISES TF1 Entreprises is a diversiﬁ cation and development subsidiary that operates as a brand publisher and agent. It has four main businesses: p TF1 Licences which sells brand licences to manufacturers (Ushuaïa, Barbapapa, Babar, MasterChef, Hello Kitty, Koh Lanta, Compagnie de Californie, etc.) and seeks to optimise the development of the properties it manages; p TF1 Games/Dujardin, which publishes board games based on television shows (La Roue de la Fortune, Qui Veut Gagner des Millions, Le Juste Prix, N’oubliez pas les Paroles, etc.) as well as popular traditional games such as 1000 Bornes and Le Cochon Qui Rit. It has more than 200 games in its catalogue; p TF1 Musique produces or coproduces recording projects (Spiritus Dei, Zaz) and blockbuster musical shows (Mozart, l’Opéra Rock). It also managers numerous partnerships (Christophe Mae, Yannick Noah, Lady Gaga, Seal, Black Eyed Peas) as well as designing and distributing merchandising spin-offs linked to shows and events. Une Musique, a subsidiary of TF1 Entreprises, publishes and produces music for television programmes and feature ﬁ lms; p TF1 Publishing has been reorganised, selling the Editions du Toucan imprint and refocusing on books connected with the channel (Ushuaïa, Esprits Criminels, Clem, etc.) and the magazine Ushuaïa. PRODUCTION TF1 FILMS PRODUCTION TF1 Films Production co-produces and buys feature ﬁ lms. It acquires broadcasting rights for the TF1 channel but also co-producer shares, through which it is entitled to a share of the income generated by the ﬁ lms. Through these investments, TF1 is honouring its commitment to dedicate 3.2% of advertising income to co-producing European ﬁ lms, of which 2.5% for works produced in French. TF1 PRODUCTION TF1 Production covers the Group’s internal production activities, excluding television news and programmes. The subsidiary is made up of a number of specialist departments, each headed by experienced producers. p the Magazines and Documentaries Department produces magazine and information programmes and documentaries for the Group’s channels, p the Entertainment and Reality TV Department, is responsible for entertainment programming, p the Drama Department develops and produces series and dramas, p the Sports Department produces sporting events (football, rugby) for which TF1 holds the rights and well as sports round-ups aired on Sundays, p the Short Format Department manages the production of all the trailers for the TF1 channel, designs and shoots adverts, and oversees promotional operations, billBoards and short programmes. The subsidiary also implements production processes that meet the quality requirements of Group channels while optimising costs. It has an international monitoring and development unit that aims to bring new formats and concepts to Group channels in general, and TF1 in particular. Working in cooperation with TF1, its objective is to renew the programme offering through input from its editorial teams and the monitoring and development unit. * Of the 14 channels owned by the TF1 group, 11 are broadcast in France ** DTT: digital terrestrial television]]></page>
	<page id="13"><![CDATA[REGISTRATION DOCUMENT 2010 11 PRESENTATION OF THE TF1 GROUP 1 Group activities e-TF1 The role of the New Media Department is to organise the activities of the TF1 group on the Web, IPTV, mobile phones and tablet computers, and, more particularly, on all emerging media. e-TF1 entity is France’s leading online TV media Group, with more than 19 million unique visitors monthly. It offers sites with strong appeal for advertisers, either based on the channel (TF1.fr, TFou.fr, Automoto.fr, etc.) or on speciﬁ c topics (women’s issues with plurielles.fr, movies with Excessif etc.). e-TF1 is also present on the Web with games, especially those based on the channel’s game shows, and with its interactive agency, which develops bespoke Web-based products. As part of its multi-screen strategy, e-TF1 has developed its own interactive TV portal, MyTF1, in particular which provides access to a broad range of programmes in catch-up mode. e-TF1 also manages the interactive system used by the channel, notably Audiotel and text messaging, in the form of games or voting. And with more than 700 million videos watched every year, WAT is now France’s no. 3 video platform, offering Web users an efﬁ cient content sharing platform. GROUPE AB (An equity afﬁ liate as of June 30, 2010) Groupe AB produces and broadcasts TV channels: RTL9 (65%), AB1, in France, AB3 and AB4 in Belgium. It also has one of the biggest catalogues of rights to French-language audiovisual productions, with more than 1,500 titles representing 44,000  hours of programming (including series such as Navarro and Femme d’Honneur), which it distributes in France and abroad. On 11 June 2010, Groupe AB and TF1 ﬁ nalised the acquisition by TF1 of 100% of NT1 and a 40% stake in TMC from Groupe AB. As part of the transaction, Groupe AB’s management (Port Noir) received a call option to acquire a minority holding in TF1 for €155 million within two years. TF1 has kept its 33.5% stake in Groupe AB. In 2009 the TF1 group increased its stake in WB Télévision, a holding company owned by Claude Berda that controls three Belgian French-language channels, AB3, AB4 and Videoclick, from 33.5% to 49%. 1.3.2 Audiovisual rights TF1 DROITS AUDIOVISUELS (ex-TF1 international) Founded in 1995, the subsidiary TF1  Droits Audiovisuels acquires and distributes audiovisual rights in France and other countries. Its subsidiary, TF1 International, which is 34% owned by UGC Images, is one of France’s main sellers of international rights. It is present in all the main marketplaces, including Los Angeles, Cannes, Berlin, Venice and Toronto. In France, TF1 Droits Audiovisuels is a distributor of ﬁ lms for the cinema, through its 34% stake in UGC Distribution. TF1 Droits Audiovisuels has a substantial portfolio of audiovisual rights, which it markets through its catalogue of ﬁ lms and of TV Drama as part of second-cycle sales. TF1 VIDÉO Over the past 20 years, TF1 Vidéo has established itself as a key player on the video publishing and distribution market, on traditional markets, kiosks market and on digital thanks to a catalogue of over 4,000 programmes acquired in France and other countries. TF1 Vidéo is the leading independent publisher-distributor and a successful player in all areas: from cinema to comedy shows, children’s programmes and TV series. This broad offering, combined with a constant focus on content quality and a ﬂ air for innovation, sets TF1 Vidéo apart from its competitors and has also guided recent developments at the company. In 2005 TF1 Vidéo launched TF1 Vision, the Video on Demand service of the TF1 group. TF1 Vision has since become a global pioneer in Premium VOD, offering the most popular US series in English with French subtitles, at the same time as they are aired in the US. TF1 Vision is France’s most popular distribution platform, easy to access through its portal, tf1vision.com, and its shops set up with the main internet access providers and on iTunes Video Store. TF1 Vision has an offering of 6,500 programmes based on the cinema and on comedy, with an exclusive catalogue of France’s greatest comedians, series, and children’s programmes. Using the latest technologies, TF1 Vision innovates continuously to bring customers a service designed to meet the highest possible standards of excellence in Video on Demand: catch-up TV, original version programmes in HD, deﬁ nitive downloading with back-ups, iPhone and Google phone apps.]]></page>
	<page id="14"><![CDATA[REGISTRATION DOCUMENT 2010 12 PRESENTATION OF THE TF1 GROUP 1 Group activities 1.3.3 International broadcasting EUROSPORT INTERNATIONAL Present in 59 countries and broadcasting over all pay channels in Europe (cable, satellite, digital terrestrial and ADSL), the Eurosport channel is a true pan-European multimedia platform, available in 20 languages. The complementary channel Eurosport 2, launched in 2005, extends the pan-European offering of sports channels with a consolidated portfolio of rights (Bundesliga, basket Eurocup). It broadcasts in 16 languages in 47 countries. The sports news channel, Eurosportnews, is ﬁ rmly established outside Europe (in South Africa, India, Malaysia, Australia and New Zealand). It is also distributed in Europe, almost exclusively to paying subscribers. In 2008 the Group strengthened its offering with the launch of the Eurosport High Deﬁ nition channel, and in 2009 it launched Eurosport 2 in HD. The two channels are available in 39 and 22 countries, respectively. Most of the major sporting events beneﬁ t from this cutting-edge technology, which illustrates the Group’s innovative capacity, expertise and proactive drive. The Eurosport website is available in 11 languages. Initiated in 2007 the cooperation between Eurosport and Yahoo! has resulted in a website common to markets in the UK, Germany, Spain and Italy. This cooperation is part of Eurosport’s strategy to consolidate Europe’s top sports site position, drawing upon the content quality of Eurosport, and the marketing power and technical expertise of Yahoo!. Eurosport is also available as an app on the iPhone, iPad, Blackberry and Android phones. 1.3.4 Miscellaneous activities SPS The TF1 group has been present in the online gaming and betting market since 2010 via SPS, a subsidiary that is 50% owned by TF1 and 50% owned by Eurosport. SPS has received thee authorisations from the French online gaming regulator for betting on sports, horse racing and poker via its website EurosportBET.fr. 1001 LISTES On 7 February 2011 the Group sold its entire stake in the Téléshopping- owned company 1001 Listes, a leader in the organisation of online wedding lists, to the Galeries Lafayette Group. METRO FRANCE (An equity afﬁ liate) Metro is a free daily newspaper launched in France in 2002 in Paris, Marseille and Lyon, then in Toulouse, Lille, Bordeaux, Nice, Nantes, Rennes, Strasbourg and Cannes. Metro is distributed Mondays to Fridays. TF1 holds a 34% stake in Metro France. TF1 Vidéo also moved into the high-deﬁ nition market in autumn 2008 with a collection of premium Blu-ray DVDs based on the biggest box ofﬁ ce hits of recent years. In another recent technological innovation, TF1 Vidéo became the ﬁ rst publisher in France to include a digital copy of programmes on some DVDs, giving consumers a digital, legal copy of the programme for their computer or portable media player, alongside the physical medium.]]></page>
	<page id="15"><![CDATA[REGISTRATION DOCUMENT 2010 13 PRESENTATION OF THE TF1 GROUP 1 2010 Key events 1.4 2010 KEY EVENTS January February February  2,  2010: TF1 and La Française des Jeux, France’s leading consumer gaming operator, announced a 3-year partnership deal that will give TV viewers and internet users access to a dedicated gaming zone on the TF1.fr website. February  11,  2010: TF1 received the Top Com Corporate Business 2010 award in the Internal Communication category for its Disability Awareness campaign, devised by the Publicis Consultants agency. February 15, 2010: TF1 launched MyTéléfoot, the ﬁ rst dedicated multi- screen football platform for younger audiences. February  15,  2010: TF1, France Télévisions and the Canal+ Group signed an agreement on broadcasting rights for the FIFA 2010 World Cup, under which the TF1 group granted France Télévisions and the Canal+ Group live broadcasting rights to 37 of the 64 matches in the competition. March March 8, 2010: TF1 Publicité, e-TF1 and HighCo, the European market- leader in couponing and sampling, launched TF1 CONSO, a unique cross-media promotional offering with a presence on TV, on the web, and in the ﬁ eld. March 8, 2010: TF1, which already owned 50% of SPS via its Eurosport subsidiary, raised its interest to 100% by buying out the 50% stake held by the Serendipity investment fund. March 9, 2010: TF1 received the Décision Achats magazine award in the “Professionalisation of Purchasing” category in recognition of the Group’s achievements in deploying the Purchasing Project launched at end 2007. March 23, 2010: The CSA, the French audiovisual industry regulator, cleared the acquisition by TF1 of ownership of the 100% of NT1 and the 40% of TMC held by the Groupe AB. April April 6, 2010: The French National Assembly passed a law allowing online gaming, and establishing an Online Gaming Regulatory Authority (ARJEL). April 22, 2010: The Conseil d’État rejected the urgent appeal lodged by Métropole Télévision against the decisions of the French Competition Authority and the French audiovisual industry regulator (CSA). May May 3, 2010: TF1 and Orange, the leading mobile phone operator, signed a partnership deal to offer Orange subscribers access to the MyTF1 portal on Livebox, along with a range of TF1 entertainment content on the Internet and on Orange mobiles. May 6, 2010: The new version of WAT.tv, the TF1 Group’s video platform, was launched. May 25, 2010: TF1 announced that it would screen 5 matches from the FIFA 2010 Football World Cup in 3D. January 11, 2010: TF1 signed a Diversity Charter, underscoring the Group’s commitment in this area. January  26,  2010: The French Competition Authority cleared the purchase by TF1 of ownership of the 100% interest in the NT1 channel and the 40% interest in the TMC channel owned by the Groupe AB.]]></page>
	<page id="16"><![CDATA[REGISTRATION DOCUMENT 2010 14 PRESENTATION OF THE TF1 GROUP 1 2010 Key events June June 11, 2010: The Groupe AB and TF1 ﬁ nalised the purchase by TF1 ownership of the 100% interest in the NT1 channel and the 40% interest in the TMC channel owned by the Groupe AB. June 17, 2010: Record audience ﬁ gures for the France / Mexico match, which attracted 15.2 million viewers or 56% of individuals aged 4 and over (1) . This was the 15 th largest audience for a football match since Médiamat ratings began in 1989. June 29, 2010: MyTF1 won ﬁ rst prize in the “Design and Graphics” category of the International Interactive TV Awards. (1) Source: Médiamétrie. July July 11, 2010: The FIFA World Cup Final between the Netherlands and Spain attracted 14.1 million viewers, the highest viewing ﬁ gures for a football match not involving a French team since Médiamat ratings began. August August 30, 2010: the new online insurance comparison site AutomotoCompare.fr was launched with Assurland, building on the expertise of the Automoto brand and policies offered by nearly 50 car and motorcycle insurers. September September 1, 2010: The TF1 Enterprise Foundation welcomed its third annual intake as part of its mission to provide career opportunities for young people from deprived areas. September 1, 2010: Eurosport opened a subsidiary in Lisbon to produce a Portuguese version of Eurosport. September 8, 2010: The Défi Intégration team set sail on Board the Jolokia: the mixed crew of six, including two disabled sailors, is hoping to break the record for the 9,000-mile voyage from Lorient in Brittany to Mauritius via the Cape of Good Hope. September 12, 2010: TF1 won two prizes at the 12 th TV Drama Festival in La Rochelle: best screenplay for the TV movie Un divorce de chien, and best TV movie drama for Vieilles Canailles. September 14, 2010: The ﬁ rst-ever new season’s conference for viewers was held in association with the Métro newspaper. October October 1, 2010: The TF1 group created a new post of Executive Vice President – Audiovisual Rights Acquisition and Trading, in order to adapt the Group’s structures and processes to changes in the competitive environment and to optimise broadcasting of the Group’s content and channels. October 2, 2010: Odyssée was rebranded as Stylía, a new lifestyle, luxury and fashion channel. October 6, 2010: Eurosport’s monthly Olympic Magazine show was awarded the Bronze Trophy for Best Olympic Feature at the Golden Rings Awards ceremony organised by the International Olympic Committee. October 27, 2010: The TF1 ﬂ agship 8 o’clock evening news programme (Monday-Sunday) was awarded 1st prize at the 11 th Media Tenor Global TV Awards in recognition of the diversity of its news coverage.]]></page>
	<page id="17"><![CDATA[REGISTRATION DOCUMENT 2010 15 PRESENTATION OF THE TF1 GROUP 1 2010 Key events November November 15-21, 2010: TF1 supported the Disabled Persons’ Jobs Week initiative. November 27, 2010: An investigation shown on Sept à Huit, the news magazine hosted by Harry Roselmack and produced by Éléphant &amp;amp; cie, won an award at the 25 th Scoop and Journalism Festival in Angers, France. December December 9, 2010: TF1 was awarded second prize at the inaugural Finance Department awards, organised by Echanges (the house magazine of DFCG, the French association of chief ﬁ nancial ofﬁ cers and ﬁ nancial controllers), in association with Les Echos newspaper. December 14, 2010: The TF1 group companies received “Diversity Label” certiﬁ cation, a ﬁ rst in the French media sector. December 14, 2010: At the 25 th annual Micros d’Or awards for sports journalism in France, journalist Pierre-François Lemonnier received an award in the TV news category for a report on the extreme kayaker Tao Berman, ﬁ lmed in Slovakia and shown on TF1’s ﬂ agship evening news bulletin on May 23, 2010. At the same awards, Eurosport received the Jean Mamère prize for the best reportage for a documentary about French female boxer Myriam Lamare. December 30, 2010: The Conseil d’État rejected the appeal on the merits lodged by Métropole Télévision against the decisions of the French Competition Authority and the French audiovisual industry regulator (CSA), thereby deﬁ nitively validating the acquisition of TMC and NT1 by the TF1 Group. December 31, 2010: TF1 attracted 97 of the top 100 viewing ﬁ gures in 2010.]]></page>
	<page id="18"><![CDATA[REGISTRATION DOCUMENT 2010 16 PRESENTATION OF THE TF1 GROUP 1 Group indicators 1.5 GROUP INDICATORS 1.5.1 Management indicators TF1 CHANNEL AUDIENCE SHARE 2008 2009 2010 26.1% 29.8% 30.9% 28.1% 24.5% 27.2% 28.1% 26.1% 29.1% Women under 50, purchasing decision makers Individuals aged 4 and over Individuals aged 25-49 Source: Médiamétrie Médiamat ADVERTISING MARKET SHARE AMONG ALL TV 2008 2009 2010 40.3% 43.2% 44.7% Source: Gross data, Kantar Média-France NUMBER OF EMPLOYEES IN THE GROUP 2008 2009 2010 3,798 3,638 3,731 PERFORMANCE OF TF1 GROUP WEBSITE (MILLION OF UNIQUE VISITORS) 7.9 10.7 3.5 7.4 3.3 4.0 0.6 Source: Panel NNR Médiamétrie - December 2010 TF1.fr Overblog Eurosport.fr WAT Plurielles.fr TF1News TFou.fr Excessif 6 th 0.7 5 th 2 nd 3 rd 3 rd 11 th 1 st 1 st Position on their market as at 31/12/2010 PROPORTION OF SUB-TITLED PROGRAMMING HOURS 2008 2009 2010 95% 85% 70%]]></page>
	<page id="19"><![CDATA[REGISTRATION DOCUMENT 2010 17 PRESENTATION OF THE TF1 GROUP 1 Group indicators 1.5.2 Key ﬁ nancial ﬁ gures These key ﬁ gures are taken from consolidated ﬁ nancial information of TF1. TURNOVER BY SECTOR 2008 2009 2010 +14.2% +11.7% +10.9% +8.4% -5.4% -11.3% Other activities International broadcasting Audiovisual rights Broadcasting France Including TF1 channel advertising revenue 5.5 6.2 1.0 316.2 319.2 364.4 174.0 151.0 142.9 1,647.3 1,429.4 1,549.8 1,888.3 2,103.5 2,109.6 2,364.7 2,594.7 2,622.4 Turnover (€m)* (*) In the 2009 published ﬁnancial statements, 1001 Listes was included in Téléshopping and SPS in Broadcasting International. These two businesses were reclassiﬁed to “Other Activities” in 2010. The 2009 ﬁgures have been restated, and hence are comparable with those for 2010. PROGRAMMING COSTS 2008 2009 2010 873 951 927 1,032 78 54 978 927 +3% -6% One-off sports events Programming costs excluding one-off sports events Total programming costs (€m) CURRENT OPERATING PROFIT - NET RESULT x2.0 x2.3 2008 2009 2010 2008 2009 2010 229.3* 230.4 101.3 176.5 163.8 114.5 Current operating proﬁt (€m) Net result (€m) * Net proﬁt for the year ended December 31, 2010 includes a net non-current operating income of €82.8m due to a previously-held equity interest to be remeasured when control is acquired over the investee and reduced by goodwill impairment during the year. EARNINGS PER SHARE 2008 2009 2010 1.07 0.54 0.77 x2 Earnings per share (€) SHAREHOLDERS’EQUITY AND NET DEBT / NET CASH -56 +151 2008 2009 2010 17 1,548 1,397 1,377 -705 73 Shareholders’equity (€m) Net debt (-) / Net cash (+) (€m)]]></page>
	<page id="20"><![CDATA[REGISTRATION DOCUMENT 2010 18 PRESENTATION OF THE TF1 GROUP 1 Group indicators 1.5.3 Key trading ﬁ gures DIVIDEND PER SHARE 2008 2009 2010 €0.55 €0.43 €0.47 Dividend per share +28% MARKET CAPITALISATION (IN MILLION EUROS) 31/12/2008 31/12/2009 31/12/2010 2,774 2,751 2,228 STOCK OWNERSHIP AS OF 31/12/2010  (1) 34.9% Other 43.1% Bouygues 22.0% Other France Of which employee owners: 5.7% Of which treasury shares: 0.01% (1) Estimations Euroclear on 31/12/10, including non identiﬁed holders. SHARE PRICE 0 500 000 1 000 000 1 500 000 2 000 000 2 500 000 Jan. 10 Feb. 10 March 10 April 10 May 10 June 10 July 10 Aug. 10 Sept. 10 Oct. 10 Nov. 10 Dec. 10 Source: NYSE Euronext, STOXX. TF1 closing share price EURO STOXX® media rebased in TF1 share price SBF120 rebased in TF1 share price TF1 Volume Share in € TF1 Volume 8 9 10 11 12 13 14 15]]></page>
	<page id="21"><![CDATA[REGISTRATION DOCUMENT 2010 19 PRESENTATION OF THE TF1 GROUP 1 Research and development expenditure 1.6 RESEARCH AND DEVELOPMENT EXPENDITURE Research and Development (R&amp;amp;D) activities at TF1 derive mainly from experimental development. Most R&amp;amp;D expenditure is incurred with a view to marketing a new product or service, or broadcasting a new programme. In parallel, TF1 develops software and systems designed to achieve efﬁ ciencies. The TF1 group incurred €6 million of Research and Development expenditure in 2010. The new products, services and programmes on which R&amp;amp;D expenditure was incurred are described below. R&amp;amp;D expenditure on programmes Our activities call for substantial investment in creativity and innovation, both in entertainment and drama programmes and in ﬁ lm production, the outcomes of which may be uncertain. The creative process involved in developing new programme concepts incorporates the following stages: p buying in a programme format or concept, or screen rights to literary works; p sociological research of new programmes with viewers; p consultancy services; p location ﬁ nding, casting, set design and production of a pilot episode. Consequently, R&amp;amp;D expenditure on programmes includes: p expenditure incurred on new drama and entertainment formats never previously broadcast in that form on the TF1 channel, whether or not they are available for broadcast, as recognised in proﬁ t or loss for the period (written off, or expensed on transmission); p the cost of buying screen rights for new concepts that are never broadcast on the TF1 channel, and are written off during the year. R&amp;amp;D expenditure on technological innovation projects The following bodies set up in 2010 have given new impetus to innovation at TF1: p a Network, Innovation and New Technologies Unit (DRINT) within the Technology Division; p a dedicated innovation unit within e-tf1; p a transverse working Group considering key themes in innovation. Ambitious objectives have been set for these new bodies: p for DRINT: planning for the arrival of web-enabled TV, normalisation of second-generation DTT, 3D, future trends in TV set design, triple-play boxes, and all kinds of TV set add-on equipment; p for e-tf1: development in media players, mobiles, smart phones and tablets, on which we are now systematically present in many components; p for both these bodies: arranging conferences and innovation days for staff, demonstrations for customers, and closer contacts with suppliers. A highlight of 2010 was the rollout of MyTF1 on various platforms, making TF1 the undisputed leader in catch-up and enhanced TV in France, through the introduction of a large number of applications for Apple and Android smart phones and for tablets. We have also been pioneering 3D television with our broadcasts of the World Cup, major sporting events on Eurosport and pilots of many programmes to the ﬁ rst 3D-enabled television sets in France.]]></page>
	<page id="22"><![CDATA[REGISTRATION DOCUMENT 2010 20 PRESENTATION OF THE TF1 GROUP 1 Research and development expenditure In-house software development At the same time, we have been developing software and systems not included in R&amp;amp;D expenditure, with the aim of improving efﬁ ciency. In 2010, TF1 was closely involved in the France TV Numérique public interest Grouping, which to date has overseen nearly half of the analogue signal switch-off, due to be completed in November 2011. We continued with the upgrade of our news production system to PNS2, which is now up and running on LCI and the back-up site, and will go live in the ﬁ rst half of 2012 on TF1 in Sport and News. The ﬁ rst installation phase of our SAP ﬁ nancial management and human resources software was completed in mid-2010 within a number of subsidiaries, with the main objective of deployment on TF1 achieved on time and on budget in January, 2011. We streamlined our control room operations by switching to 100% High Deﬁ nition, and introduced a new system that receives advertising spots and trailers in ﬁ le format rather than on the old-style cassettes. TF1 is the ﬁ rst French channel to innovate in this leading-edge technology, having for the last two years led an industry-wide working Group establishing a standard for the delivery of audiovisual content by computer ﬁ le. We produced our FIFA 2010 World Cup content on location in South Africa using our own state-of-the-art facilities, including an outside broadcast unit, all in 100% High Deﬁ nition. Finally, in November 2010, we installed the NT1 channel on the Monaco site (which already hosts the TMC channel), meeting all productivity and compliance requirements imposed by technological and regulatory constraints (content ratings, 16/9, audio ﬁ ngerprinting to collect audience ﬁ gures, subtitling, etc).]]></page>
	<page id="23"><![CDATA[REGISTRATION DOCUMENT 2010 21 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis 1.7 SOCIAL AND ENVIRONMENTAL ANALYSIS 1.7.1 Corporate Social Responsibility (CSR) policy ADDITIONAL INFORMATION TF1 has posted a comprehensive review of its CSR policy on its website www.TF1ﬁ nance.com. The “TF1, good corporate citizenship” report, also available on www. TF1ﬁ nance.com, covers the following areas in respect of 2010: p the company’s CSR obligations, regarding in particular: − on air and online content, − social issues, − environmental issues, − responsible purchasing issues; p milestones in 2010 and goals for 2011; p stakeholders; p CSR awards. ORGANISATION The CSR policy is managed by an Executive Vice-President of the TF1 Group, who is responsible for coordinating and reporting on CSR initiatives on a full-time basis. Each entity develops its own roadmap, placing sustainable development concerns at the core of its business. Three speciﬁ c cross-functional committees have been created: Responsible Purchasing, Diversity and Philanthropy. All stakeholders including communications departments and the relevant people within the Group’s subsidiaries meet twice a year during the CSR Committee to compare initiatives and progress. The agenda of the Board of Directors now includes an update on corporate social responsibility. CSR INDICATORS AT DECEMBER 31, 2010 ISSUES RELATING TO CONTENT Type Indicator Scope Unit 2008 2009 2010 Reporting framework Compliance Ethics: ■ news ■ programmes TF1 channel Number 1 caution (1) 0 1 reprimand (2) 0 1 caution (1) 0 GRI SO 8 Internal Surreptitious advertising: ■ news ■ programmes Number 0 0 1 warning (3) 0 1 warning (1) 0 GRI SO 8 Internal Child protection: ■ news ■ programmes Number 0 1 warning (3) 0 0 0 0 GRI SO 8 Internal Signage: ■ news ■ programmes Number N / A (4) 0 N / A (4) 1 warning (3) N / A (4) 0 GRI SO 8 Internal Compliance with production and broadcasting quotas % 100 100 100 GRI SO 8 Internal Programmes sub-titled (excl. ad spots) % 70 85 95 GRI SO 8 Internal TV Viewer feedback Calls, e-mails and letters from viewers Number 147,000 245,000 231,000 GRI PR 5 Philanthropy Value of donations to charity €m 16 18 21 GRI EC 1 Charities and associations given airtime Number 75 80 146 Public awareness News items related to climate change Number 450 600 &amp;gt; 1000 GRI SO 1 (1) Cautions received from the French audiovisual industry regulator (CSA) regarding news items / programmes. (2) Reprimands from the CSA regarding news items / programmes. (3) Warnings from the CSA regarding news items / programmes. (4) Not applicable.]]></page>
	<page id="24"><![CDATA[REGISTRATION DOCUMENT 2010 22 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis SOCIAL ISSUES Type Indicator Scope Unit 2008 2009 2010 Best practice Diversity Young people from disadvantaged neighbourhoods on schemes run by the TF1 Fondation d’entreprise TF1 Group Number 8 9 (17 in all) 10 Internal Young people from disadvantaged neighbourhoods completing an internship 20 56 60 Gender equality Female staff as a proportion of permanent staff TF1 Group % 47.6 47.2 46.7 GRI LA 13 NRE 111 Female new hires 49.0 44.8 43.2 GRI LA 13 Female promotions 45.2 49.8 47.5 Female training 48.1 47.2 49.2 GRI LA 10 Female managerial staff as a proportion of total managerial staff 47.7 47.4 46.8 GRI LA 13 Female senior executives as a proportion of total senior executives 27.6 28.9 31.9 GRI LA 13 NRE 316 Disabled people Disabled people hired during the year on temporary or permanent contracts TF1 Group Number 9 17 19 GRI LA 13 NRE 135 Reduction of job insecurity Proportion of full-time equivalent / short- term contract workers TF1 Group % 9.8 7.3 7.0 NRE 113 Labour relations Meetings with trade unions and other social partners TF1 Group Number 397 334 309 GRI HR 5 GRI LA 3 GRI LA 4 NRE 310 NRE 320 Employees in permanent positions (Works Council Representatives, personnel delegates, employee representatives on the Board) 126 121 122 NRE 318 Collective bargaining agreements in the year 25 27 9 NRE 321 Health and safety Lost-time accidents TF1 Group Number 58 25 42 GRI LA 7 NRE 322 Frequency rate 5.6 3.6 6.2 GRI LA 7 NRE 322 Severity rate 0.3 0.1 0.2 Absenteeism rate % 4.1 4.0 5.2 NRE 221 Employees with health and safety training Number 373 372 484 GRI LA 8 NRE 322 Life quality Employees having benefited from housing schemes in the year TF1 Group Number 25 18 15 Internal Family policy Part-time employees TF1 Group Number 232 225 311 Internal Welfare and employee benefit schemes Membership of the company savings scheme TF1 Group %8 38 17 8 Internal Membership of the collective retirement savings scheme (PERCO) % 11.9 12.6 13.2 Average net amount of contributions per employee € 2,036 944 683 Integration Interns under agreements with schools TF1 Group Number 784 487 321 NRE 326]]></page>
	<page id="25"><![CDATA[REGISTRATION DOCUMENT 2010 23 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis Type Indicator Scope Unit 2008 2009 2010 Best practice Training Employees given training TF1 Group Number 2,335 2,777 2,334 GRI LA 10 NRE 326 % 63 76.3 61.4 GRI LA 10 NRE 326 Proportion of payroll spent on training % 3.25 3.78 2.81 GRI LA 10 NRE 326 Total training hours under the training programme Number 55,459 62,483 35,405 Hours of training per employee per year Number 14 hours 45 minutes 17 hours 10 minutes 15 hours 10 minutes GRI LA 10 NRE 330 Statutory training entitlement (DIF) requests granted Number 289 1,221 1,125 Internal Action in the community Employees mentoring high-school students from disadvantaged neighbourhoods TF1 Group Number - 60 60 Internal ENVIRONMENT ISSUES Type Indicator Scope Unit 2008 2009 2010 Best practice Consumption Electricity consumption EMS (1) Mwh 29,791 32,520 32,171 GRI EN 3 NRE 1 Water consumption EMS (1) Cubic meter 61,658 51,964 52,054 GRI EN 8 NRE 1 Paper consumption EMS (1) Metric tons per year 114 133 125 GRI EN 1 NRE 1 Waste, raw materials Waste collected EMS (1) Metric tons 991 (TF1) 1,134 TF1) 1,678 (TF1+Eurosport) GRI EN 22 NRE 1 (1) TF1’s Environmental Management System now applies to the premises in Boulogne-Billancourt and Issy-les-Moulineaux (Eurosport France) housing 85% of employees. PURCHASING ISSUES Type Indicator Scope Unit 2008 2009 2010 Best practice Suppliers Number of suppliers assessed by Ecovadis Centralised purchases Number N / A (1) 45 89 Internal Sheltered sector Sales generated with the sheltered sector TF1 Group € 221,000 417,000 433,000 NRE 135 (1) Not applicable.]]></page>
	<page id="26"><![CDATA[REGISTRATION DOCUMENT 2010 24 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis 1.7.2 Corporate social responsibility analysis (in accordance with the New Economic Regulations Act) This analysis has been drawn up on the basis on statutory indicators. The information has been obtained using internal reporting tools, notably the human resources scoreBoard, which updates a range of data every month. WORKFORCE The breakdown of the TF1 group workforce at December 31, 2010 was as follows: OPEN-ENDED CONTRACTS 2010 (3) 2009 Clerical 91 71 Supervisory staff 755 685 Managers 2,365 2,300 Journalists 587 581 TOTAL 3,798 (2) 3,638 (1) (1) o / w 204 people working abroad and one person at Eurosport Média. (2) o / w 218 people working abroad and one person at Eurosport Média. (3) The 2010 data cover a broader scope because SPS, NT1, TMC have been included. FIXED-TERM CONTRACTS 2010 2009 Employees on fixed-term contracts 188 182 Employees on youth work contracts 57 56 Employees on apprenticeship contracts 39 36 SHORT-TERM CONTRACT WORKERS TF1 has drastically reduced its reliance on short-term contract workers (technical temporary workers, free-lance actors and musicians, and directors), who now account for 7% of the headcount at the TF1 group (compared with 7.3% in 2009) and just 3.3% for TF1 SA. This is the result of a determined effort by TF1, which has hired a number of non-permanent workers over the past few years. In 2006 it signed the National Inter-industry Agreement for workers on de facto ﬁ xed-term contracts. TF1, under the auspices of STP (comprising Canal+, M6 and TF1), took an active part in drafting the agreement. TF1 has also extended its employee welfare policy to these employees in the form of proﬁ t-sharing and incentive agreements; it has also given them access to employee-only rights issue schemes such as “Bouygues Conﬁ ance 5”. Under the national inter-industry agreement applied by TF1, short- term contract workers can beneﬁ t from its healthcare expenditure and employee beneﬁ t regime. And they can also take part in the social and cultural events organised by the Works Councils of the TF1 Group. Thus, for the Group as a whole, full-time equivalent workers over 12 months represented by non-permanent employees were as foll ows: 2010 2009 Short-term contract workers 263.0 188.2 Stringers 69.9 51.2 Freelancer artists / musicians 18.9 89.1 Directors 17.1 10.0 The number of overtime hours remained stable due to the large-scale projects undertaken during the year (SAP, Process News and Sports 2 and the hours worked by short-term contract workers on drama series, notably RIS).]]></page>
	<page id="27"><![CDATA[REGISTRATION DOCUMENT 2010 25 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis 2010 2009 Overtime hours 60,495 62,509 Amount (€) 1,839,089 1,873,345 HIRING AND DEPARTURES IN 2010 2010 2009 Employees hired on permanent contracts 345 551 Compulsory retirements 11 Retirements 15 Redundancies 18 16 Negotiated departures 77 102 Faced with a recession since 2009, the TF1 group has paid special attention to its recruitment policy by sharply limiting the number of new hires (except for cyclical or production-related jobs). The aim is to exert tighter control over new hiring requests and make sure that only essential requests are put forward. This decision paved the way for synergies between departments, helped by a proactive job mobility policy. It should be noted that these restrictions do not apply to the hiring of disabled workers under TF1 three-year agreement. Recruitment has two ongoing goals: to integrate a steady ﬂ ow of talented young people and equip them for the jobs of tomorrow; and to seek seasoned professionals to bolster existing teams or launch new lines of business. In 2010 reliance on employees from outside the TF1 group (i.e. temporary staff) fell to its lowest level ever, at 8.7 full employee- equivalents, or 0.2% of the Group’s permanent staff (the ﬁ gure for 2009 was 14.0 FTEs, or 0.4% of permanent staff). WORKTIME ORGANISATION Agreements on adapting and reducing working hours have been reached in all Group companies. They govern the different staff categories according to their status (agreements on permanent staff – production, technical and administrative staff and journalists – and temporary workers). Non-management staff work 37 hours a week and are entitled to 14 supplementary work days off per year. Management staff work between 213 and 216 days annually and have 12 or 13 supplementary work days off per year. All TF1 group companies are governed by worktime adjustment agreements that enable staff to manage their time off, provided that each department continues to operate smoothly. Four years on from the introduction of Annex 7 to the 2006 worktime adjustment agreement, which applies to technical staff in departments operating seven days a week, it is evident that the employees concerned have a clearer and more reliable view of their schedules. The amendment has also improved pay conditions for various constraints such as Sunday work and has led to a fairer share-out of weekend work. To ensure that all staff have the opportunity to acquire new skills, for their own personal development and with no speciﬁ c links to their jobs, employees can convert supplementary workdays off into personal development time. This is not considered to be part of the company training plan. As has been the case since 2005, TF1 group companies decided to keep Whit Monday as a paid holiday in 2010 and pay their contribution to the national “Solidarity Day”. ANNUAL WORKTIME: THE TABLE BELOW IS A SUMMARY OF THE WORKTIME ADJUSTMENT AGREEMENTS THAT APPLY IN THE TF1 GROUP OF COMPANIES PTAS (1) status PTAS (1) annual worktime Non-management in constant hours and cycles (employees and supervisory staff) 1,569 - 1,576 hrs Managers working in cycles 1,584 - 1,591 hrs Managers with a fixed number of annual days 213 - 216 days Senior managers N / A (1) Production, technical and administrative staff.]]></page>
	<page id="28"><![CDATA[REGISTRATION DOCUMENT 2010 26 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis Two special agreements, one for the mobile video department, the other for the viewer hotline, were revised in agreement with the signatory trade unions in order to review worktime organisation and improve rest periods. Journalists Journalists’ annual worktime Journalists with a fixed number of annual days 208 - 215 days Senior managers N / A ABSENTEEISM AND REASONS FOR ABSENCE IN THE TF1 GROUP 2010 2009 Absentee rate (% of the headcount) 5.2 4.0 Total days’ absence 43,425 42,921 Days absent without pay 101 559 Days absent for sickness 24,747 22,882 Days absent for occupational or commuting accidents 2,053 1,436 Days absent on parental leave 13,559 14,860 Days absent for special leave 2,785 3,561 At December 31, 2010, 311 permanent staff were employed part time, of whom 81.7% were women and 18.3% men. These percentages are stable (255 permanent staff in 2009, 81.3% women and 18.7% men). The decision to work part-time is a personal choice in practically all cases in the TF1 Group. COMPENSATION / EMPLOYEE SAVINGS In 1988 TF1 set up a company savings scheme for all Group employees. At December 31, 2010 TF1 counts 2,763 (2,784 in 2009) employees that were members of the savings scheme, representing more than 78% (81% in 2009) of eligible employees of those companies of the TF1 group belonging to the scheme. On May 1, 2008 the company increased its matching contribution from 100% to 200% for the ﬁ rst €300 deposited in order to beneﬁ t the lowest wage-earners. The maximum matching contribution is €3,750 gross per employee per year, making a net total contribution for 2010 of €7.5 million (€7.4 million in 2009). To help employees prepare to fund their retirement, the Bouygues Group has set up a retirement savings fund. This scheme provides for a company contribution of between 20% and 100% of the sums deposited, depending on the amount paid in by the employee. In all, 13.2% of eligible employees were members of the scheme on 31 December 2010 (12.6% at 31/12/2009). Bouygues organised a capital increase (Bouygues Conﬁ ance 5) for Group employees in November  2010. The issue was a leveraged transaction with a 20% discount. In all, 53.8% employees took part. A proﬁ t-sharing has been in operation for all employees since 1989. In 2010 the gross proﬁ t-sharing reserve (relating to 2009) amounted to €3.6 million (€5.3 million in 2009), or an average net amount per employee of €683 (€944 in 2009). The decline is due to the impact of the crisis on TF1’s results in 2009. To involve employees in efforts to meet ﬁ nancial commitments and improve personal and collective performance, management has set up a Group-wide incentive agreement which was signed for 2008, 2009 and 2010, with targets to be negotiated annually with trade unions. In 2010, for the ﬁ rst time, an incentive bonus was paid to employees covered by the agreement. The total gross amount was €18.2 million, or a net €3,377 on average per employee. It should be noted that in 2010, 5.7% of TF1’s capital was held by employees of the Group, compared with 5.4% in 2009. Compensation is reviewed each year through a system of increases based on individual performance. The system includes recommendations on special increases for employees at the lowest end of the TF1 group pay scale. AVERAGE GROSS MONTHLY COMPENSATION FOR PERMANENT EMPLOYEES PER PROFESSIONAL CATEGORY IN THE TF1 GROUP IN 2010 (€) (in m€) 2010 2009 Clerical 1,487 1,811 Supervisory staff 3,197 3,195 Managers 5,503 5,287 Journalists 5,953 5,910 All categories 4,976 4,940]]></page>
	<page id="29"><![CDATA[REGISTRATION DOCUMENT 2010 27 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis In 2010 the average annual salary increase negotiated with the trade unions was 2% for the TF1 Group (an additional 1% allocation had already been granted to employees earning less €2,600 per month). Over the same period, expenditure on social charges remained stable (the average pay increase in 2009 was 2.5%). 2010 2009 Employee contributions €55.7 million €69.4 million Employer contributions €111.9 million €142.1million TOTAL €167.6 MILLION €211.5 MILLION EQUAL OPPORTUNITIES STATISTICS FOR THE WHOLE TF1 GROUP FOR 2009 Average gross monthly starting salary (in €) (1) Clerical Supervisory staff Managers Journalists Women 1,514 2,175 2,423 2,675 Men 1,618 1,963 2,747 2,300 (1) Employees aged between 18 and 26 and with less than one year’s service. STATISTICS FOR THE WHOLE TF1 GROUP FOR 2010 Average gross monthly starting salary (in €) (1) Clerical Supervisory staff Managers Journalists Women 1,605 2,127 2,535 2,500 Men 1,360 2,012 2,600 - (1) Employees aged between 18 and 26 and with less than one year’s service. New hires 2010 2009 Women 149 247 Men 196 304 TOTAL 345 551 Promotions (1) 2010 2009 Women 295 206 Men 326 208 TOTAL 621 414 (1) With or without change of professional category. Number of interns in 2010 (1) 2010 2009 Women 1,149 1,324 Men 1,185 1,478 TOTAL 2,334 2,802 (1) On vocational training programmes Number of training hours in 2010 2010 2009 Women 37,418 61,165 Men 33,805 67,731 TOTAL 71,223 128,896]]></page>
	<page id="30"><![CDATA[REGISTRATION DOCUMENT 2010 28 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis TF1 continues to pursue its policy of not discriminating between men and women and respecting gender equality in accordance with the law, particularly in the areas of recruitment, career development and salaries. The Gender Equality Committee of the Works Council had made signiﬁ cant achievements in comparing the situations of male and female workers according to various criteria (numbers, holidays, training, compensation). Any differences noted that are based on precise indicators are corrected. As a result, in an industry where men have always outnumbered women, particularly in the technical professions, the TF1 group has succeeded in maintaining an even balance for some years. The TF1 Group’s workforce comprises 46.7% women and 53.3% men (compared with 47.2% women and 52.8% men in 2009). This balance is also evident at management level, with 46.8% women. A similar overall balance was maintained in 2010, both for promotions (16.6% for women and 16.1% for men compared with 12% for women and 11% for men in 2009) and for training, with 64.8% of women following training courses compared with 58.5% for men (versus 77.1% for women and 76.9% for men in 2009). At an equivalent qualiﬁ cation level, men and women are hired at the same salary. A young female manager will receive the same compensation package as a man of the same age and with the same educational background. The proportion of women in management positions continued to increase, rising from to 31.9% (32.2% at TF1 SA) in 2010 compared with 29% in 2009. Moreover, an agreement was reached with trade unions in 2006 to allocate the negotiated rates of wage increases to all TF1 female employees who took maternity leave during the preceding year. Thus, any women who took maternity leave beginning in 2009 received a pay rise of at least 2% in March 2010, or 3% if her monthly wage was €2,600 or less. In 2010 78.3% of the women whose maternity leave began in 2009 received a pay award that was above the rates negotiated with trade unions. PROFESSIONAL RELATIONS AND REPORT ON COLLECTIVE AGREEMENTS Practically all Group companies have employee representative bodies, Works Councils, Health &amp;amp; Safety Committees and trade union delegates. A total of 38 collective bargaining meetings took place in the TF1 group in 2010 and nine collective agreements were signed, reﬂ ecting a sustained and constructive dialogue with union organisations. As a result of the July 2006 agreement concerning the resources to be made available to TF1 SA’s unions, they now have up-to-date IT facilities, notably an intranet, and permanent representatives. In general, the agreements signed within the Group offer beneﬁ ts in areas such as welfare, severance pay, holidays and union rights, which go well beyond the guarantees provided for in the Labour Code. TRADE UNION REPRESENTATION IN THE GROUP IN 2009 (PERMANENT MEMBERS) Works Council Personnel delegates Individual delegates Board of Directors Total CFTC 13 23 27 21 84 F O 22015 C G C 10001 CFTC / FO 32016 C G T 17109 CFDT 56311 5 Independent 01001 TOTAL 25 41 31 24 121 Number of meetings with employee representatives (Works Council + personnel delegates + Health &amp;amp; Safety Committee + Board of Directors 302 Number of collective bargaining meetings with union delegates 32 Number of collective agreements signed during the year 27]]></page>
	<page id="31"><![CDATA[REGISTRATION DOCUMENT 2010 29 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis TRADE UNION REPRESENTATION IN THE GROUP IN 2010 (PERMANENT MEMBERS) Works Council Personnel delegates Individual delegates Board of Directors Total CFTC 13 23 33 16 85 F O 44021 0 C G C 10001 C G T 12104 CFDT 7 11 3 1 22 TOTAL 26 40 37 19 122 Number of meetings with employee representatives (Works Council + personnel delegates + Health &amp;amp; Safety Committee + Board of Directors 309 Number of collective bargaining meetings with union delegates 38 Number of collective agreements signed during the year 9 2010 2009 Number of occupational accidents with time off 42 25 Number of fatal occupational accidents (work-relatedw/ commuting) 0 0 Number of health and safety meetings 42 55 Employees trained in health and safety 484 373 HEALTH AND SAFETY In 2010, as in previous years, TF1 continued its policy of preventing occupational hazards by raising general awareness. A TF1 group signed an agreement titled “Working Better Together”, which aims to reduce stress and, more generally, improve working conditions, was signed during the year. The agreement provides, among other things, for activities such as training, stress monitoring, preventive ergonomics and awareness of the work-life balance, as well as measures concerning the scheduling of meetings, use of email and mobile phones, and volunteer leave. In addition, an alert mechanism has been put in place to identify distressed employees. In 2010 health and safety training courses were run for 484 employees in different categories (compared with 372 in 2009, an increase due to additional training in ﬁ re prevention). Fire-prevention training courses accessible to all members of staff are held on a regular basis, and ﬁ re drills for all staff are conducted as required by relevant legislation. Job-speciﬁ c risk management courses are also provided, including ﬁ rst aid courses and instruction on driving in difﬁ cult situations (for news- gathering and technical staff on assignment). Other training programmes covering speciﬁ c risks have also been implemented – accreditation for electrical risks and training in bodily movements and postures, for example. There are also courses aimed at improving employee working conditions, including: p “Managing personal equilibrium in a professional context”, which is about understanding stress mechanisms and identifying the causes of stress in order to control it more effectively, p “Eye relaxation”, which helps employees to get into the right habits to avoid visual and physical fatigue.. These courses meet employee expectations and have been highly successful. For TF1, the health of its employees is a top priority. Two medical teams comprising two occupational physicians and four nurses provide care on a daily basis as well as special care for employees with jobs involving particular risks. First-aid kits are available for staff bound for high-risk zones. This service also covers freelancers working for the Group, as the professional bodies representing this staff category do not have a medical centre. In 2008 a stress-monitoring unit was launched at the initiative of senior management and the occupational physicians. Employees are asked to complete a questionnaire when visiting the doctor. The aim is to identify sources of stress or worry and organise collective action according to the ﬁ ndings. A total of 1,264 employees ﬁ lled in the questionnaire in 2010 (compared with 1,700 in 2009). The Works Councils and Health &amp;amp; Safety Committees were informed of the results and told that the initiative would continue. The two medical teams run major preventive campaigns that go well beyond the basic legal requirements, including anti-inﬂ uenza ]]></page>
	<page id="32"><![CDATA[REGISTRATION DOCUMENT 2010 30 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis vaccination, prevention of cardio-vascular disease, and a campaign to prevent hearing problems. The master occupational-hazard documents are updated with the aid of the occupational physicians and the members of the Health &amp;amp; Safety Committees. These documents list all the hazards in each of the companies’ work units and procedures for monitoring preventive measures that have been established for each of the risks listed (instructions, training courses, etc.). INTEGRATING NEW HIRES, PROFESSIONAL DEVELOPMENT AND JOB MOBILITY The TF1 group ensures that all employees receive individual professional guidance with respect to career development throughout their working lives. The induction system for new staff quickly helps them get their bearings in new environment and understand the Group’s activities. The annual performance appraisal enables employees to have a one- to-one interview with their line managers, during which they discuss how the past year has gone, their objectives for the coming year, their professional development plans and any training needs. Vocational training is a vital channel for expanding employees’ skills. The aims are to improve the competencies need for each profession, develop interpersonal and managerial expertise, and support strategic projects. In 2010 these projects included migration to new management tools on the SAP application, transition to high-deﬁ nition TV and special training on the topic of diversity for human resources managers, employee representatives and managers, as well as journalists and technicians involved in making newscasts and magazines programmes. Management and human relations continue to be a priority, and there are now specialist training tracks for new managers and team leaders. Each of these modules now includes a special focus on preventing psychosocial risks. In the ﬁ eld of human relations, alongside standard training courses in public speaking, communication, discussion leading techniques and negotiation, two courses are devoted speciﬁ cally to the work-life balance and to stress management and prevention. Core skills development is the primary focus of training for journalists, technicians, legal specialists, managers and human resources leaders. Finally, language courses and theme-based days for learning about the Group’s professions were continued in 2010. After a stand-out year in 2009, when the training budget reached €8.8 million (3.8% of the total payroll) owing to high-impact projects such as PNS 2, SAP and RNA, the TF1 group earmarked €6.8 million for training in 2010, or 2.8% of the total payroll. In all, 2,334 TF1 group employees received training in 2010, i.e. 16% fewer than in 2009 (2,777 people), which was an exceptional year in terms of training, as mentioned above. The training plan for the TF1 group involved a total of 35,405 hours in 2010 (compared with an exceptional 62,483 hrs in 2009). And a total of 10,623 hours of additional training (compared with 34,453 hrs in 2009) were given by 16 Group employees as part of individual training leave (compared with 87 in 2009). The number of accepted applications for Individual Training Entitlements in 2010 was 1,125 (compared with 1,221 in 2009), making a total of 25,195 hrs (compared with 31,960 in 2009). The number of hours in the Individual Training Entitlement balance in 2010 was 359,157. The Group’s apprenticeship tax for 2010 amounted to €1,709,370.45 (compared with €1,663,487 in 2009). The TF1 group has an active policy of offering work placements to young graduates, which creates an excellent recruitment pool for the Group, and establishing special relations with schools and universities. These policies enabled the TF1 group to offer placements to 321 interns (school-work experience, ﬁ xed-term holiday contracts and shadowing placements in 2010 (compared with 487 in 2009). TF1 has built up close relationships with a number of teaching establishments, including: p Lycée Jacques Prévert, Boulogne (audiovisual diploma); p Lycée René Cassin, Bayonne (audiovisual diploma); p University of Paris I – Panthéon – Sorbonne (masters degree); p ESCP-EAP , Paris (masters degree, media studies); p IEP Paris; p Télécom Sud Paris, Evry; p École Nationale Supérieure des Télécoms, Paris; p AUDENCIA Nantes; p ESC Rouen. Another priority area in the Group’s HR policy is job mobility, meaning the desire to promote the career development of each employee through individual monitoring and proactive career path management. All HR managers meet twice monthly to discuss job transfer requests submitted by employees. Similar meetings are held regarding staff on ﬁ xed-term contracts. The TF1 group is currently negotiating a manpower and skills planning agreement. DISABLED EMPLOYEES For several years the TF1 group has pursued a policy of hiring and retaining people with disabilities. The initial impetus was given by the Disability Action Taskforce in December  2007, followed shortly afterwards in 2008 by a three-year agreement between management and employee representative bodies on the recruitment of disabled workers.]]></page>
	<page id="33"><![CDATA[REGISTRATION DOCUMENT 2010 31 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis The six main themes of the agreement are: p an ambitions recruitment plan (taking on at least 30 disabled workers over three years); p a cooperation plan with the sheltered sector; p vocational training; p a plan for keeping disabled staff in employment; p accessibility and adaptability of working tools; p information and communication. In 2010 the Group hired 23 disabled workers on different kinds of contract. As a result, the initial target of hiring 30 workers in three years has been conformably exceeded, given that 71 people have been taken on since the agreement came into effect. To meet its objective of hiring at least 30 disabled workers, the TF1 group has developed its sourcing activities, and it works with specialist recruiting ﬁ rms, temp agencies and non-proﬁ t organisations that promote employment for young people with disabilities. It has also signed partnerships with a number of target schools to take on students during their time at university (Sciences-Po Accessible agreement, the Passarelle agreement, etc.). To raise awareness at teaching establishments, the Disability Action Taskforce has signed a partnership with Hanploi, an online recruitment platform for people with disabilities, to carry out initiatives in ten target schools a year. The TF1 group is also partnering ARPEJEH, a non-proﬁ t organisation that helps students as they pursue professional development plans. The Purchasing Department is lending impetus to this approach as part of its responsible purchasing policy, by contacting businesses and institutions from the supported / sheltered sector that are likely to respond to Group calls for bids in areas such as landscape management. 2010 2009 Number of disabled workers employed by TF1 SA (all contract types) 42 29 TF1 group (all contract types) 79 70 Sales (ex VAT) generated with sheltered workshops TF1 SA €332,000 €350,000 TF1 Group €433,000 €417,000 As a result, the target set in the agreement (€660,000 in three years) has been amply exceeded. The TF1 group has generated sales of €1million for the sheltered sector during the three years that the agreement has been in force. As a result of the communication campaign on the issue of disabilities, organised by the TF1 group with the aid of Publicis Consultants, an advertising agency, perceptions within the company have changed. This is reﬂ ected in the 20 personal testimonies that emerged from this exercise. The Group is pursuing its communication campaign through publications in specialised media, as well as a dedicated website, www.toutsimplement.com. In an effort to promote difference and turn it into a strength, TF1 has partnered with the Déﬁ Intégration challenge. A yacht crew composed of equal numbers of disabled and non-disabled sailors embarked on a 68-day 17,000 kilometre voyage from Île de Groix to Mauritius where they arrived on November 15, 2010. As regards the management of disabled workers, the Disability Action Taskforce studies employees’ requests and makes the necessary arrangements, which can include co-ﬁ nancing of equipment, transport agreements, TadeoBox sign-language equipment for the hard of hearing, table-side service and modiﬁ cations to the working environment. In addition to professional training, the Disability Action Taskforce can also offer bespoke courses to people with disabilities, including Group employees and service providers from companies in the sheltered sector who work for the Group. Disability awareness training sessions have been set up for managers and recruiters (two day courses) as well as for staffmembers likely to work alongside a disabled person (one-day courses). Regarding accessibility, an audit carried out in 2010 found that all TF1 group buildings met legal standards for disabled access to public premises. As part of its continual improvement drive, the Group intends to continue its work on accessibility. Urbilog, a company specialising in online accessibility issues, carried out a digital accessibility audit in 2009. Based on the results for audited applications, several accessibility projects were carried out in 2010. EMPLOYEE BENEFITS AND COLLECTIVE AGREEMENTS The Group has a highly developed family-friendly policy, with beneﬁ ts such as a €915 bonus for staff when they marry or have children, and places reserved in a daycare centre. The Works Councils, at their own request, have been responsible for paying child care beneﬁ ts since January 1, 2005. These beneﬁ ts are allocated to staff whose children are under four and are looked after in a crèche, or by a nursery nurse or a childminder (€8 net per full day worked, up to a maximum of €1,830 per year). Expectant mothers continue to receive normal wages throughout their maternity leave, and, from the sixth month of pregnancy, work 10 fewer hours per week. Moreover, they can also take a further four weeks’ nursing leave. Following the statutory annual bargaining round, it was decided with the unions to grant three extra days’ paid leave to ]]></page>
	<page id="34"><![CDATA[REGISTRATION DOCUMENT 2010 32 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis employees who enter into a civil union in 2010. Most Group companies have introduced arrangements for parents to take time off to look after sick children. TF1 provides a staff canteen for all employees, run by a specialised catering ﬁ rm, and pays a subsidy of €4.80 per meal. The restaurant itself was designed and renovated by an architect, to the satisfaction of all staff. A second company restaurant was opened in the new Atrium building in 2009. The company’s contribution to public transport costs (including train and metro travel and bike hire) increased from 50% to 60% of the cost in 2010. The ﬁ ve trade union organisations represented in the TF1 group have signed a collective Group agreement on a time-savings accounts. Set up in 2007, the account provides employees with a time budget, which is augmented each year by “paying in” any leave (annual entitlement, extra days per year of service, days off) that has not been taken by the end of the year and / or by converting all or part of their annual bonus into days off. Employees can then use this budget either to take time off when it suits them, or a maximum of ﬁ ve days per year can be converted into extra pay. The account can also be used by the company to arrange transitional holiday periods for employees approaching retirement. And following the negotiation of an amendment to the agreement at end- 2009, employees will be able to deposit up to 10 days from their time- savings account, per period, to the Bouygues retirement savings fund and thus receive the related company contributions. Employees beneﬁ t from excellent health insurance, with half of the premiums being paid by the company. The TF1 Group’s Insurance Committee, which includes representatives from all the unions that signed the agreement, decided to issue a call for bids from insurance companies and complementary health insurers in 2010. As a result, some aspects of the contractual relationship were upgraded, premiums were lowered slightly, and coverage was improved in certain areas. A special policy is available for employees travelling to high-risk areas, such as war zones and earthquake sites. TF1 is keen to provide employees with a pleasant working environment. To this end, it has provided on-site services such as a cash dispenser, a hairdresser and a concierge service that offers dry-cleaning, organic produce shopping, etc. A health insurance representative and social worker are also regularly available for consultation. The company takes investing in its employees’ health and ﬁ tness very seriously, so employees have access to a gym (€12 per month), which has been completely refurbished and moved to the Atrium building. Classes are held on Saturday mornings as well as on weekday mornings, lunchtimes and evenings. Employees can also get discounts on health club fees (Forest Hill, Club Med Gym) and join an association that organises a variety of sporting activities. As part of its housing assistance programme, TF1 offers accommodation solutions to employees in need of emergency help. Over the past 20 years, the Group has provided nearly 585 low-cost housing units for its staff. 15 employees were housed in 2010, a slight decline on the 2009 ﬁ gure of 18, despite the national housing shortage and increasingly strict allocation conditions. In addition, under a new mechanism was set up in 2008, two young people under 30 with a professional development plan have been housed in temporary accommodation in a residence in Boulogne in the space of two years. Moreover, the Group offers its employees the whole range of schemes provided for in the housing assistance programme. It granted 13 Loca-pass loans to pay rental deposits, etc. (38 in 2009), 4 ﬁ rst-home loans (34 in 2009) and 6 home improvement loans (none in 2009). In addition, 124 employees (71 in 2009) were advised on home acquisition plans. The year-on-year changes are due to changes in local rules. Loans to adapt accommodation for disabled employees, or employees who have a disabled family member, are made available by the collecting bodies. Lastly, a representative of the housing assistance programme is regularly available to employees to help them with the procedures involved and give advice about ﬁ nancing their home acquisition plans. TF1 regularly convenes the Housing Committee of the Works Council to inform it of all operations undertaken as part of the programme. Despite changes in the legislation, the number of employees beneﬁ ting from the programme remained more or less the same in 2010, i.e. 169 compared with 174 in 2009. 1.7.3 Environmental report (in accordance with the New Economic Regulations Act) NOTE ON METHODOLOGY The following sections describe the methods used for calculation and reporting. TF1 GROUP AWARENESS OF ENVIRONMENTAL ISSUES A media Group can have a major impact through its ability to make people more aware of key issues. Throughout the year, the Group’s channels and websites inform viewers and internet users about respecting the ]]></page>
	<page id="35"><![CDATA[REGISTRATION DOCUMENT 2010 33 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis environment through a variety of programmes, including daily weather forecasts, news items (more than 1,000 environment-related stories were aired in 2010), major prime-time programmes like Ushuaia Nature, theme channels such as Ushuaïa TV, websites (Ushuaia.com), and an awareness campaign targeting children. In December 2009 the News Department introduced the Eco2Climat indicator to measure France’s greenhouse gas emissions. Reported in the 8 p.m. newscast, this original tool is updated and disseminated monthly. It is presented in a way that highlights the link between consumption habits (home, transport, food) and the contribution to climate change. TF1, through TF1 Entreprises, is a partner of the Planète Mode d’Emploi sustainable development fair. The second edition, held in 2010, attracted 22,000 visitors. The media sector is seen as having a smaller environmental footprint than other industries, but it has a similar impact in terms of greenhouse gas (GHG) emissions. It consumes transport services, purchases electronic products and uses power. Media companies owe it to their stakeholders to set an example. For this reason, the TF1 Group, with the support of the Bouygues Group, has introduced a policy of reducing GHG emissions connected with its activity. In 2007, in partnership with the French Agency for the Environment and Sustainable Energy (ADEME), TF1 carried out a carbon audit to estimate GHG emissions caused by its main channel. The resulting action plan aims to reduce emissions from every source identiﬁ ed, whether internal or external. By the end of 2010 the audit had been extended to all the Group’s activities (except Eurosport and Téléshopping). It will be supplemented in 2011 then updated every three years. With respect to other environmental issues, the Group implements a proactive policy in all the areas under its control. In all Group buildings, action and continuous improvement plans are applied to consumption of energy, power, water, and raw materials (e.g. paper) and to waste management. The measures introduced by the Group always go well beyond legal requirements. Increasingly, energy consumption and waste management are factored in at an early stage of any project involving the technical solutions used by the Reporting Department, studios, and IT operations. An environment management system is in place in the buildings managed directly by the Group. The environmental “roadmap” is examined on a regular basis by a specialised committee, which approves its objectives, makes sure that the action plans it sets out are duly implemented, and examines the efﬁ ciency of the measures and any feedback received. In 2010 the Group launched a Commuting Plan in an effort to mitigate the environmental impact of travel to and from Boulogne-Billancourt. These measures, which reﬂ ect the determination of management to adopt best practices, include involving suppliers and raising staff awareness. Employees have access to a collaborative site, MygreenTV, that recommends best practices, follows up on questions relating to the Commuting Plan and showcases employees who are committed to environmental issues. TF1 is a member of Ecoprod, a collective campaign to make audiovisual producers more aware of the environmental impact of their activities, and in 2010 it helped to develop a carbon emissions calculator designed specially for audiovisual productions. ENVIRONMENTAL MANAGEMENT SYSTEM (EMS) The EMS draws on quality processes and in particular the “plan / do / check / act” cycle of ISO 9001-type systems. The EMS applies to all buildings that are managed directly by the Group. In 2009, TF1 entities (excluding Eurosport and Téléshopping) were combined in three neighbouring buildings in Boulogne-Billancourt. SCOPE AND NATURE OF MEASURES The EMS, along with consumption measurements and targets, apply as from 2010 at the three buildings in Boulogne-Billancourt (Tower, Atrium and Delta) and the Eurosport building, Amiral, in Issy-les-Moulineaux, which together have a total useable area of some 83,000  square metres. Moving the teams to Boulogne-Billancourt has not only brought organisational beneﬁ ts, it also reduces travel between sites to a minimum and makes the buildings easier to manage. How the indicators are read: p electricity and water consumption measures are generally based on invoices that are read remotely. However, electricity invoices were unavailable at the beginning of 2011 because the IT system changeover was still underway. Exceptionally, therefore, the data will be obtained by reading the meters; p waste is measured by the service provider (invoicing by weight). To target in-house consumer proﬁ les more accurately, TF1 continued to upgrade its building management system in 2010 by installing more meters throughout the supply networks (electricity, water, etc.). It aims to keep consumption under control through tighter management of lighting and air conditioning equipment. In particular, the installation of meters will make it possible to identify the amount of power consumed for ofﬁ ce use and for businesses processes: p ofﬁ ces: lighting for workstations and circulation / ofﬁ ce equipment / air conditioning; p processes: IT server rooms and broadcasting rooms / special facilities such as studios / process-speciﬁ c A/C.]]></page>
	<page id="36"><![CDATA[REGISTRATION DOCUMENT 2010 34 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis DATA REQUIRED UNDER THE NEW ECONOMIC REGULATIONS ACT WATER CONSUMPTION In 2010 the consumption of water (primarily used in the air-conditioning system, washrooms and kitchens) was 52,000 cubic metres, stable since 2009 and down a sharp 16% since 2008. WATER CONSUMPTION (M 3 ) Site 2010 2009 Tower / Atrium / Delta 44,271 44,292 Eurosport (Amiral) 7,783 7,672 TOTAL 52,054 51,964 Action taken since 2009 p the braided system on the 40 pumps of the heat pumping system was replaced with a metal lining (the new system does not a constant supply of water for cooling); p the faulty pumping system in the high pressure mixed-water network was replaced; p automatic detectors and electrically operated ﬂ ow control valves have been installed on the washroom basins to reduce consumption; p leak detection campaigns are conducted on a regular basis. In 2010 p a pit water system was installed to cool the surge tanks in the heat pump loop. In 2006 an amendment was made to the contracts of service providers using water, such as cleaners and canteen staff, to make them more aware of the importance of reducing consumption. Further action will be taken in 2011 to reduce washing water consumption. To cut water usage in vehicle maintenance, the mobile video units use a waterless “ecowash” solution. CONSUMPTION OF RAW MATERIALS For an audiovisual sector Group like TF1, the main raw material consumed is paper. In 2009, reprographics services were outsourced to an Imprim’vert-certiﬁ ed external provider. Various means of reducing the remaining consumption (125 tons in 2010) have been implemented, including shifting to electronic in-house publications and using the two- side printing facility of the multifunction printers. PAPER CONSUMPTION (TONS) Site 2010 2009 Tower / Atrium / Delta 81 87 Eurosport (Amiral) 44 46 TOTAL 125 133 The paper used by TF1 is now recycled or sourced from certiﬁ ed forests. Its weight has been reduced from 90g per sheet to 75g. ENERGY CONSUMPTION Most of the electricity consumed by the TF1 group is used to power the technical equipment needed to make and broadcast programmes (studio lighting, machine rooms, ﬁ nal production, etc), as well as for the company’s everyday activities (A / C, cold rooms, surveillance and control systems, pit water pumps etc.), lighting and ofﬁ ce equipment. After rising for two years due to the introduction of new processes and the in-sourcing of post-production services, electricity consumption in the main buildings (Tower / Atrium / Delta) fell by 2.6% in 2010, equivalent to an overall decline of 1%. ELECTRICITY CONSUMPTION (Kwh) Site 2010 2009 Tower / Atrium / Delta 27,149,683 27,865,470 Eurosport (Amiral) 5,021,403 4,654,950 TOTAL 32,171,086 32,520,420 The decline is attributable mainly to the shutdown of dual systems used for ﬁ nal production and making LCI programmes. A backup site, which consumes 2,498,044kWh, has been set up and will be incorporated into the EMS in 2011.]]></page>
	<page id="37"><![CDATA[REGISTRATION DOCUMENT 2010 35 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis MEASURES FOR IMPROVING ENERGY EFFICIENCY Aside from the speciﬁ c factors mentioned above, many measures have been taken as part of the Environment roadmap to pursue the efforts currently underway. Building management 2010 p relamping the entire site by replacing 1,800 dichroic lamps with new transformerless LED lights consuming just 4W; p replacing the lighting in the south hall with lamps that have a higher initial cost but that signiﬁ cantly reduce maintenance expenditures; p examining a new transmission-driven process for A / C systems, particularly the central station air handlers, which operate 24/7, to reduce energy loss, operating cycles and maintenance costs on these machines. Routine measures p reduction of car park lighting, shortened lighting periods; pprogrammed switch-off of studio lighting and air-conditioning systems; p occupancy sensors installed in washrooms; p televisions and computers switched off by security staff on their rounds, lighting and air-conditioning in stand-by mode on the non- technical ﬂ oors from 10pm; p replacement of dichroic bulbs with LED bulbs; p building management improved by Central Facilities Management by making staff more aware about matching consumption with needs (particularly in terms of air-conditioning and lighting), and by eliminating the intake of unheated outside air into systems during cold spells; p installation of chilled beams during renovation of Atrium. 2011 p a study will be carried out with IBM on the oversizing of A / C systems in technical facilities; p an action plan will be undertaken with a catering services provider to cut consumption by reducing the operating cycle for ventilation hoods, warm-up cycles for dishwashers, and cooking and keep- warm times; p implementing AFNOR EN 16001 is under consideration. IT management 2010 Energy-saving measures The virtualisation drive was extended to include at least 50 more servers. The installation of future servers running under Windows Server 2008 will also generate energy savings. p Existing machines are being replaced with less energy-hungry equipment (the “Star Energy” and “EPEAT Gold” standards are included in the speciﬁ cations for call for tender). p Implementation of the Econoposte process, which switches IT workstations off if they stand idle for four hours, was continued. Purchasing and hardware lifecycle management p an efﬁ cient system for managing the collection and recycling of obsolete hardware was introduced. (Equipment is recycled via the company or the manufacturer.); p a system was put in place to allow paperless handling of documents (expense claims, performance appraisal reports, etc), to lower consumption of paper, ink and DVDs (by 1,000 units per year) and to reduce waste; p the policy of replacing printer ink cartridges with less polluting models was continued. Use of IT system p an audit was carried out to assess the accessibility of the information system for disabled employees. 2011 Further energy-saving measures p installing software to optimise electricity consumption (processor clock speeds, standby mode, etc.); p auditing data centres to ﬁ nd suitable energy-saving solutions: temperatures, hot aisles, etc.; p extending the virtualisation drive still further. Purchasing and hardware lifecycle management p expanding the purchasing policy to include lifecycle analysis and rates of return for all purchases, and apply the EcoVadis assessment to all suppliers. Use of IT system p broaden the analysis of the IT system to consider the adoption of rules to make applications more accessible; p analyse and discuss the advantages and importance of year-round teleworking. USE OF RENEWABLE ENERGIES The survey into turning the studio roofs into a green roof-garden and installing photovoltaic panels continued in 2010. SOIL USE N / A.]]></page>
	<page id="38"><![CDATA[REGISTRATION DOCUMENT 2010 36 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis EMISSIONS INTO THE ATMOSPHERE, WATER AND SOIL Greenhouse gases A ﬁ rst carbon audit of the main TF1 channel was carried out with the assistance of ADEME in 2007. Greenhouse gas (GHG) emissions arise from external factors, such as the electricity consumed by television sets, or caused by bought-in programs, and internal factors (programme production, purchase of IT and broadcasting equipment, electricity consumption etc.). The action plan concerns both kinds of source. Downstream external GHG emissions, caused by electricity consumption by viewers watching TF1 programmes, have been calculated to represent 190,000 tons of carbon equivalent. In 2010 the audit was extended to include all the Group’s activities (excluding Eurosport, other channels in France and Téléshopping) based on 2009 data. It will encompass all remaining activities in 2011. The data will be aggregated with those of the Bouygues Group with a view to introducing a carbon accounting system by 2012. Since the bulk of the ﬁ gures obtained (particularly for inputs) depend on ﬁ nancial factors, a substantial margin of approximation (40%) must be allowed. ESTIMATES ON 2009 DATA Consumption item Emissions, tons of CO 2 equivalent Building energy 3,700 TF1 programme grid 87,400 Other inputs 73,100 Travel 19,700 Direct waste 270 Fixed assets 3,500 TOTAL 187,670 Action plan for in-house GHG emissions, with the assistance of the Bouygues Group p A purchasing and depreciation policy incorporating environmental criteria for IT hardware and broadcasting equipment. p Corporate ﬂ eet: emissions limit of 170g / km of CO 2 set for ﬂ eet cars and incentives to use vehicles that emit less than 160g / km. Incentives to use public transport, reimbursement of public transport passes and bike-hire subscriptions raised from 60% to 70%. p Efforts to reduce recurring sources of electricity consumption (see above). p Launch of the Commuting Plan in 2010. p Trials with car pooling in electric vehicles scheduled for 2011. Carbon footprint of programme production Programme production, whether internal or external, is the second- largest source of GHG emissions. But the sector still pays little attention to its carbon footprint or to reducing its impact. TF1 has taken innovative measures in the area of broadcasting technology. p Reporting Department: adding new equipment to mobile video units and curbing consumption The three new mobile video units are lighter, more modern and completely autonomous. They also ﬁ tted with batteries that recharge as the vehicle moves, thus reducing energy consumption. All the units meet the Euro 4 standard and are ﬁ tted with a six-speed gearbox to cut fuel consumption. A small generator, connected to a Vitron system, provides energy when needed. Equipment is switched on individually and only as required. p LED lighting for studios Eurosport and LCI have designed their new studies with lighting provided entirely by LED bulbs, which last longer, consume less energy and do not heat up. The new lighting arrangements at LCI have cut the studio’s total consumption (lighting and A/C) to 7kW on average – a tenth of the consumption of a studio lit with conventional systems. p Ecoprod: making audiovisual production more environment-friendly In 2009 TF1 and ﬁ ve partners (ADEME, AUDIENS, Commission du Film d’Ile de France, DIRRECTE IDF and France Télévisions) launched an online information campaign to make producers and other industry professionals aware of their carbon footprint. A online resource centre featuring best practice guides and personal testimonies for each sector of the industry was opened at www.ecoprod.com. In 2010 a calculator for measuring the carbon footprint of audiovisual productions was posted on the site. These tools are presented to industry professionals on a regular basis. In 2011 Ecoprod will purse three work streams: − prepare a charter on environment-friendly ﬁ lm shoots; − publicise the efforts and achievements of production teams; − conduct educational and awareness-raising campaigns with the vocational training sector.]]></page>
	<page id="39"><![CDATA[REGISTRATION DOCUMENT 2010 37 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis p Eco2climat: an innovative indicator featured on TF1’s 8pm newscast In 2009 TF1 and the consultancy Carbone 4 developed Eco2climat, an indicator that measures average GHG emissions by French households. Featured on TF1’s 8pm newscast, the ﬁ ndings of this innovative tool are then discussed on-air to explain the link between consumption patterns and climate change. http://lci.tf1.fr/eco-climat/ Other gases Ahead of implementation of regulations concerning the gradual elimination of gases that damage the ozone layer (Regulation (EC) no. 2037/2000 of 29 June 2000, with a 2015 deadline), TF1 decided to replace various air-conditioning system components (around 1,600 heat pumps and air-conditioning cabinets and ﬁ ve iced water production systems) starting in 2006. This 5-year programme is part of a complete building overhaul. Gas used in cooling equipment is one of the ﬂ uids covered by the regulations. Every precaution is taken when purging obsolete equipment before scrapping it. NOISE AND ODOUR POLLUTION Eurosport is based in a housing area. It therefore insulated noisy roof- top equipment as of 2001. Supplier equipment (cooling systems, air- refrigeration towers, air handling facilities, generators) is now expected to achieve speciﬁ c performance levels in terms of noise pollution. An acoustics specialist is called in to verify the quality of these products. During renovation of the headquarters generators, a venturi-type ventilation system was installed on the generator exhausts to improve the air mixture and consequently reduce the impact of exhaust gases. WASTE MANAGEMENT Waste tonnage was 1,678t in 2010. It increased at the Point du Jour site as a result of work carried out to refurbish the areas vacated by LCI. WASTE COLLECTION Site 2010 2009 Tower / Atrium / Delta 1,237 o / w recycled 40% 1,134 Eurosport (Amiral) 441 o / w recycled 83% 450 TOTAL GROUP 1,678 1,584 Ofﬁ ce waste Taking into consideration the speciﬁ c features of Group sites, waste sorting has been developed wherever feasible. Eurosport has installed dual-container waste bins (paper / other waste). At TF1 headquarters, the volume of waste to be removed and the associated logistics prompted Corporate Services to install a waste compressor that has been in operation since August 2003. Sorting is managed by a service company that re-sells the waste collected for recycling. The service provided includes detailed sorting by hand, and 80% of the content is recycled. Only plastics are excluded. Waste from the Atrium building is collected and sorted by municipal services. The “Cleaning Day” initiative launched in 2009 for the relocation programme was repeated in 2010, when a total of 41 tons of waste was recycled. In addition to reducing storage requirements, the initiative fosters employee awareness of waste management issues and will therefore be conducted on a systematic basis. Neon light bulbs and toners Exprimm, the company responsible for on-site electrical maintenance, collects used neon light bulbs. All changed neon light bulbs are sent for recycling. Toner cartridges are also collected and recycled. Copier ﬁ lters are changed regularly. Batteries A battery collection point has been installed in the cafeterias. Employees are encouraged to use them for both professional and personal battery collection. The weight of batteries collected rose from 700kg to 1 ton in 2010. Cooking oil Cooking oil is stored in special containers and removed by a specialist company. Treated industrial waste This is handled by the Boulogne-Billancourt local authority. Service providers are aware of the issues concerning waste disposal; they do not use disposable wipes or non-biodegradable products for cleaning. Electronic waste End-of-life equipment in working order can be given away to non-proﬁ t organisations and the sheltered sector or be sold to brokers. In 2010 1,600 personal computers, printers and screens were overhauled. Three hundred mobile phones were processed (80% were recycled, 20% dismantled and reprocessed). Under an agreement signed with the entire Bouygues Group in late 2010 to improve the different stages of processing of e-waste, ATF Gaia (1) , a sheltered sector company and subsidiary of the ATF Group, was selected to recycle and sell discarded electrical and electronic goods. (1) A social enterprise having at least 80% of disabled workers on its production staff, working in conditions suited to their disability.]]></page>
	<page id="40"><![CDATA[REGISTRATION DOCUMENT 2010 38 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis DVDs TF1 Vidéo ensures collection by the distributor of unsold or faulty DVDs, which are then completely recycled by sheltered workshops or specialised companies. In the sheltered workshops, the case is resold and reused, the paper insert is recycled and the discs are transformed into plastic bottles or ﬂ eeces. A system for collecting DVDs has also been set up in-house. 2011 p Waste elimination at-source by reducing the number of rubbish skips from 12 to 1, in collaboration with a service provider. p For food waste: − introduction of composting bins; − introduction of a self-sorting system. Measures taken in 2010 p Glass: − a bottle bank was set up in 2010 p Recyclable bags: −recyclable bags have been introduced for takeaway food services, saving some 36,000 disposable bags and eliminating 1 ton of waste per year. Product What becomes of it? Paper Paper handkerchiefs and tablecloths Batteries and car batteries Re-used by industry after extraction of iron, manganese, zinc and mercury Used cooking oil Filtered and used as fuel Printer toners Container is dismantled, cleaned, refilled and sold Used IT equipment Equipment in fair condition is renovated and given to the sheltered sector, otherwise dismantled or destroyed Furniture Unusable items are destroyed and materials recycled. Items in satisfactory condition are donated to charities Wet waste Incinerated DVDs Cases resold and reused, paper insert recycled and discs transformed into plastic bottles or fleeces MEASURES TO LIMIT IMPACT ON THE ECO-BALANCE The Group’s activities, which take place primarily in France, have no impact on the eco-balance. EXPENDITURE TO ANTICIPATE THE CONSEQUENCES OF THE GROUP’S ACTIVITIES ON THE ENVIRONMENT Internal resources are used to measure greenhouse gas emissions and their reduction. This type of activity does not generate any other speciﬁ c environmental impact. TF1 contributes €10,000 annually to the Ecoprod initiative, which seeks to develop tools to measure and reduce the environmental footprint of audiovisual productions. RESOURCES ALLOCATED TO MITIGATING ENVIRONMENTAL RISK N / A. ORGANISATION IN PLACE IN CASE OF ACCIDENTAL POLLUTION OCCURRING OFF COMPANY PROPERTY N / A. MEASURES TAKEN TO ENSURE COMPLIANCE WITH LEGAL PROVISIONS Legislation on environmental issues and on health, safety and security is closely monitored before action plans are put in place. A cross-functional Group involving the Legal Department, Social Affairs, Corporate Services and Security has been set up for this purpose. TF1 continues to monitor regulations governing its technical facilities that are rated as having a potential ecological impact (‘ICPE’ under the French environmental code). The installations governed by this legislation are classiﬁ ed according to activity, extent of activity and level of risk or nuisance involved, and are therefore subject either to authorisation or to declaration.]]></page>
	<page id="41"><![CDATA[REGISTRATION DOCUMENT 2010 39 PRESENTATION OF THE TF1 GROUP 1 Social and environmental analysis TF1 has several installations subject to ICPE regulations, including: p electricity generators; p cooling units; p cooling towers. Assessment results showed that all these installations complied with ICPE regulations and do not cause any pollution or other nuisance whatsoever. ENVIRONMENTAL ASSESSMENT AND CERTIFICATION Aside from its legal obligations, TF1 checks air quality (dust content, hygrometry) and water quality (coffee machines) ﬁ ve or six times a year. TF1 works on environmental issues with certiﬁ ed service providers (ISO 9001 and / or 14001 for waste, electrical systems maintenance, purchase of furniture, etc.). There are no plans to audit the Environmental Management System itself, even though it is based on recognised standards. It should be noted that TF1 is already included in three of the main stock market indices relating to socially responsible investment: the FTSE4Good, Aspi Eurozone and Ethibel. While TF1’s inclusion in these stock market indices does not constitute an evaluation or certiﬁ cation, it nevertheless provides a positive indication of the Group’s consideration of social and environmental demands. Effects of radiowaves on health The broadcasting aerials located on the roof of the main TF1 building in Boulogne were monitored in 2007. The resulting measurements, which were passed on to the Health &amp;amp; Safety Committee, showed that authorised levels in the approach area around the aerials were not exceeded. Entrance to this area is reserved for a few technicians only, and the security zone is clearly marked and off-limits to unauthorised personnel. Mobile aerials (broadcasting vehicles, air-transportable aerials) were assessed by APAVE, which found no anomalies. Operators must follow safety procedures when installing such aerials, and a one-and-a-half metre safety zone is marked out around such equipment when on the ground. The Medical Department is highly vigilant and examines every radiowave- emitting system that is put into service. IN-HOUSE ENVIRONMENTAL MANAGEMENT STRUCTURES To handle issues concerning risk management, health and safety and the environment, TF1 has opted for a networked system rather than dedicated departments. This structure enables operational staff to be involved and suits the cross-cutting nature of these issues. The same principle applies to the task force responsible for taking action subsequent to the carbon audit. A coordinator is responsible for ensuring that task force members have complementary skills and for supervising and reviewing progress. STAFF TRAINING AND COMMUNICATION An internal communications plan covering sustainable development issues has been launched. Related subjects appear regularly in in-house publications (such as the monthly Coups d’Œil and Regards, published three times a year) and on the intranet. In anticipation and support of the lifestyle changes needed to protect the environment and conserve resources, a dialogue has been established with employees via the Mygreentv Club. Transport, food, energy and ofﬁ ce supplies are some of the issues addressed, by way of equipment or service testing, surveys, brain-storming and encouraging others to follow the example of staff who are already active in the protection of the environment, both at home and at work. The aim of the club is to promote real-life examples of good practice that can be repeated within the company. This dialogue platform is an interactive Intranet service. Each year, a number of events are organised with the aim of rooting the approach more ﬁ rmly in the Group ethos. In addition, TF1 is a founding partner of the Nicolas Hulot Foundation.]]></page>
	<page id="42"><![CDATA[REGISTRATION DOCUMENT 2010 40]]></page>
	<page id="43"><![CDATA[REGISTRATION DOCUMENT 2010 41 2.1 COMPOSITION OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES 43 2.1.1 Composition of the Board of Directors 43 2.1.2 Composition of Board Committees 50 2.2 CHAIRMAN’S REPORT 51 2.2.1 Chairman’s report on corporate governance 51 2.2.2 Chairman’s report on internal control procedures 56 2.3 REMUNERATION OF THE EXECUTIVE DIRECTOR OF TF1 IN 2010 66 2.3.1 Procedures for determining remuneration for TF1’s Executive Director for 2010 66 2.3.2 Stock options and performance shares in 2010 68 2.4 RISK FACTORS 72 2.4.1 Operational risks 72 2.4.2 Industrial and environmental risks 73 2.4.3 Legal risks 75 2.4.4 Credit and / or counterparty risk 78 2.4.5 Financial risks 78 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2]]></page>
	<page id="44"><![CDATA[REGISTRATION DOCUMENT 2010 42 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 A report on the composition of the Board of Directors and the preparation and organisation of its activities; the procedures governing corporate governance, executive compensation, and the participation of shareholders in Combined Annual General Meetings of the company; and the internal control and risk management procedures implemented by the company (Article L. 225-37 of the French Commercial Code) Ladies and Gentlemen, Shareholders, To supplement the Management Report of the Board of Directors, and in compliance with statutory and regulatory requirements, the Chairman of the Board of Directors is reporting to you in this document, as approved by the Board of Directors at its Meeting on February 16, 2 011, on the composition of TF1’s Board of Directors and the application of the principle of balanced male / female representation, the way in which the Board conducts and organises its activities, the procedures relating to corporate governance, the principles and rules adopted by the Board to determine the compensation and beneﬁ ts of any kind awarded to the corporate ofﬁ cers, the procedures governing the participation of shareholders in the company’s Combined Annual General Meetings, and the internal control and risk management procedures implemented by the company. The company follows the recommendations set forth in the Code of Corporate Governance published in December 2008 by AFEP and ME DEF. Those recommendations are set forth in an appendix to the Board’s rules of procedure. However, some of the Code’s provisions may be set aside, or may be judged inappropriate for the functioning of the company, given its particular circumstances. Under the Privatisation Act of September 30, 1986, a Group of investors led by the Bouygues Group was assigned 5 0% of the capital of TF1 on April 4, 1987; and since January 27, 2006 Bouygues has been the sole participant in the privatisation of TF1. In that capacity it is responsible for honouring the commitments made by the Group of investors, particularly with regard to continuity of operations.]]></page>
	<page id="45"><![CDATA[REGISTRATION DOCUMENT 2010 43 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Composition of the Board of Directors and Board Committees 2.1 COMPOSITION OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES 2.1.1 Composition of the Board of Directors The Articles of Incorporation state that the company is managed by a Board of Directors of twelve members, of whom ten are appointed by the Combined Annual General Meeting, and two are selected by electoral colleges of employees in compliance with Article 66 of Act 86- 1067 of September 30, 1986 on freedom of communication. This Act states that at least one-sixth of the company Board of Directors should be made up of employee representatives, and that one seat should be reserved for engineers, executives, and those in a similar category. The term of ofﬁ ce of Board members is two years. As part of its assessment, the Board of Directors places particular emphasis on the skills and experience, both national and international, of each of its members, as well as their knowledge of the Group’s business lines, which will enable them to make an effective contribution to the work of the Board and to that of the three committees that assist it: the Audit Committee, the Compensation Committee and the Selection Committee. The rules of procedure of the Board of Directors state that the company voluntarily applies the recommendations set out in the AFEP / MEDEF Code of corporate governance, appended to the rules of procedure. With respect to this point, the Directors aim to increase the number of independent Directors. The Board of Directors of the TF1 group is also seeking to diversify the composition of the Board in terms of the number of women. Following the appointment of Laurence Danon, as a Director, the Board now has three female Directors. At the preceding Combined Annual General Meeting, held on April 15, 2010, the directorship of Alain Pouyat was renewed for two years, and the election of Jean-Pierre Pernaut and Céline Petton as employee-representative Directors was ofﬁ cially recorded. Following the Combined Annual General Meeting of April 15, 2010, at its Meeting of May 11, 2010, the Board of Directors noted the resignation of Haïm Saban as Director from April, 27. At its Meeting on July 22, 2010, the Board of Directors, having sought the opinion of the Selection Committee, appointed Laurence Danon as Director, replacing Haïm Saban for the remainder of his term of ofﬁ ce. On February 16, 2011, the Board of Directors examined the terms of ofﬁ ce that are scheduled to expire at the next Annual General Meeting, taking account of the expertise of existing Directors and the need to pursue the process of appointing more women, alongside the new provisions of Act  2011-103 of January  27,  2011 concerning the balanced representation of men and women on Boards of Directors and supervisory Boards, and gender equality in the workplace. Listed below are the terms of ofﬁ ce and functions exercised by the Directors of TF1 in any company, in 2010 and over the past ﬁ ve years.]]></page>
	<page id="46"><![CDATA[REGISTRATION DOCUMENT 2010 44 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Composition of the Board of Directors and Board Committees INFORMATION ON DIRECTORS AS AT FEBRUARY 16, 2011 PATRICIA BARBIZET Born April 17, 1955 – French citizenship A graduate of the École Supérieure de Commerce de Paris (ESCP) in 1976, Patricia Barbizet began her career with the Renault Group as treasurer of Renault Véhicules Industriels, then Finance Director of Renault Crédit International. She joined the Pinault Group in 1989 as Finance Director. She became managing Director of Artémis in 1992, and of Financière Pinault in 2004. She was Chairman of the supervisory Board of Pinault Printemps- Redoute to May 2005 and has been Vice Chairman of the Board of Directors of Pinault Printemps-Redoute since May 2005. Patricia Barbizet also sits on the Boards of Directors of Bouygues, Total, Air France-KLM and Fonds Stratégique d’Investissement. Director of TF1 since July 12, 2000 – independent Most recent renewal: April 17, 2009, expiring 2011 Chairman and member of the Audit Committee of TF1 Chairman and member of the Compensation Committee of TF1 Holds 100 shares in TF1 Business address: 12, rue François 1er – 75 008 Paris Appointments held outside the TF1 group In France: CEO and Director of Artémis; CEO (non-proxy) and member of the supervisory Board of Financière Pinault; Director and Vice Chairman of the Board of Directors of PPR (1) ; Director and Deputy CEO of Société Nouvelle du Théâtre Marigny; standing representative of Artémis, Director of Ageﬁ , Sebdo le Point; member of the supervisory Board of Yves Saint Laurent; member of the Management Board of Société Civile du Vignoble de Château Latour; Director of Bouygues (1) , Fonds Stratégique d’Investissement, Total (1) , Air France – KLM (1) , and Fnac Outside France: Chairman of the Board of Christies International (UK); non Executive Director of Tawa PLC (UK); member of the Board of Gucci (Netherlands); CEO and Director of Palazzo Grassi (Italy) Other appointments held within the last ﬁ ve years 2010 - Chairman of the Board of Directors of Tallandier Editions 2009 - Standing representative of Artémis on the Board of Directors of Top Tickets; manager of Misarte 2008 - Chairman of the Board of Directors and Director of Piasa 2007 - Chairman and CEO of Piasa 2006 - Director of Aﬁ pa. (1) Listed company. NONCE PAOLINI Born April 1, 1949 – French citizenship Nonce Paolini holds a Master of Arts degree and is a graduate of Sciences Po Paris (1972). He began his career at EDF-GDF, where he worked ﬁ rst in operational positions (customer relations / sales), and then in senior management (organisation, training, human resources, corporate communications). He joined the Bouygues Group in 1988 as Human Resources Development Director, and became the Group Corporate Communications Director in 1990. He joined TF1 in 1993 as Human Resources Director, and became Deputy CEO of the TF1 group in 1999. In January 2002 he was appointed Senior Vice President of Bouygues Telecom in charge of sales and marketing, customer relations, and human resources. He became Deputy CEO in April 2004 and Director in April 2005. CEO of TF1 since May 22, 2007 Chairman and CEO of TF1 since July 31, 2008 Director of TF1 since May 22, 2007 Most recent renewal: April 17, 2009 expiring 2011 Holds 100 shares in TF1 Business address: 1, Quai du Point du Jour – 92 100 Boulogne- Billancourt Current appointments within the TF1 group In France: Chairman and Director of the TF1 Fondation d’entreprise and Monté Carlo Participation; Chairman of TF1 Management, H.O.P- Holding Omega Participations, and NT1; standing representative of TF1, Director of Groupe  AB, WB TV, GIE TF1  Acquisitions de droits, TF6  Gestion and Extension  TV; standing representative of TF1 Management, manager of La Chaîne Info and TF1 D.S Appointments held outside the TF1 group In France: Chairman of the Association des Chaînes Privées (ACP); Director of Bouygues (1) and Bouygues Telecom Other appointments held within the last ﬁ ve years 2010 - Chairman of TF1  Publicité; Director of TF1 Thématiques (ex-TF1 Digital) 2009 - Member and Vice Chairman of the supervisory Board of France  24; standing representative of TF1, Director of Médiamétrie 2008 - CEO of TF1; standing representative of TF1, member of the Board of Directors of Monté Carlo Participation, Director of Télé Monté Carlo 2007 - Chairman and CEO of TF1 Digital; Deputy CEO of Bouygues  T elecom, Director of Réseau  Clubs Bouygues  T elecom (RCBT), and Extenso Telecom]]></page>
	<page id="47"><![CDATA[REGISTRATION DOCUMENT 2010 45 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Composition of the Board of Directors and Board Committees CLAUDE BERDA Born February 3, 1947 – French citizenship. Claude Berda founded the independent record label AB Productions in 1977. In 1987 he decided to diversify into audiovisual production. His Group quickly became market leader and added a new business: the distribution of TV programme rights. In 1996 Claude Berda ﬂ oated Groupe AB on the New York Stock Exchange to ﬁ nance growth in the new market for satellite-borne digital TV in France. He then positioned the Group to beneﬁ t from the creation of freeview Digital Terrestrial Television by founding NT1 in 2002 and acquiring TMC, alongside TF1, in 2005. In parallel, Claude Berda diversiﬁ ed his wealth management business, moving into real estate. In 2007 he sold 33.5% of Groupe AB to TF1. In 2010 he ﬁ nalised an agreement for the sale of NT1 and TMC to TF1, thus refocusing Groupe AB on its catalogue and pay-TV channels. Director of TF1 since February 17, 2010 Holds 663,330 shares in TF1 Business address: 132, Avenue du Président Wilson – 93 210 Saint- Denis la Plaine Appointments held outside the TF1 group In France: Chairman and non-Executive Director of Groupe  AB (1) ; manager of Port Noir Investment; Chairman and CEO of RTL 9; Director of WB Télévision Other appointments held within the last ﬁ ve years 2010 - Chairman of Monté Carlo Participation (MCP); Executive Vice President and Director of Télé Monté Carlo (TMC); member of the supervisory Board of Groupe Lucien Barrière (SAS); Chairman and non-Executive Director of H.O.P- Holding Omega Participations (formerly Groupe AB) MARTIN BOUYGUES Born May 3, 1952 – French citizenship Martin Bouygues joined the Bouygues Group in 1974 as works supervisor. In 1978 he founded Maison Bouygues, a company specialising in the sale of catalogue single-family homes. A Director of Bouygues since 1982, Martin Bouygues was appointed Vice Chairman in 1987. On September 5, 1989 he succeeded Francis Bouygues as Chairman and CEO of Bouygues. Under his direction, the Group pursued its development in construction and the media (TF1), and launched Bouygues Telecom in 1996. In 2006 Bouygues acquired a stake in Alstom and thus positioned itself in two new high-growth business lines: transportation and energy. Director of TF1 since September 1, 1987 Most recent renewal: April 17, 2009, expiring 2011 Chairman and member of the Selection Committee of TF1 Holds 100 shares in TF1 Business address: 32, Avenue Hoche – 75 008 Paris Appointments held outside the TF1 group In France: Chairman and CEO of Bouygues SA (1) ; member of the supervisory Board of Paris Orléans (SADCS) (1) , Chairman of SCDM; standing representative of SCDM, standing Chairman of ACTIBY, SCDM Participations and SCDM Invest – 3 Other appointments held within the last ﬁ ve years 2010 - Standing  representative  of  SCDM; Chairman  of  SCDM Invest – 1; Director of SODECI (1) (Ivory Cost), CIE (1) (Ivory Cost) 2009 - Representative of SCDM, Chairman of Investaq Energie 2007 - Director of HSBC France (1) Listed company.]]></page>
	<page id="48"><![CDATA[REGISTRATION DOCUMENT 2010 46 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Composition of the Board of Directors and Board Committees OLIVIER BOUYGUES Born September 14, 1950 – French citizenship A graduate of the École Nationale Supérieure Du Pétrole (ENSPM), Olivier Bouygues joined the Bouygues Group in 1974. He began his career in the Group’s civil works branch. From 1983 to 1988, at Bouygues Offshore, he held the posts of Director of Boscam, a Cameroon subsidiary, and then Director of Works in France and the Special Projects Division. From 1988 to 1992, he was Chairman and CEO of Maison Bouygues. In 1992, he became Group Executive Vice President of Utilities Management, combining the French and international activities of Saur. Olivier Bouygues was appointed Deputy CEO of Bouygues in 2002. Director of TF1 since April 12, 2005 Most recent renewal: April 17, 2009, expiring 2011 Holds 100 shares in TF1 Business address: 32, Avenue Hoche – 75 008 Paris Appointments held within the TF1 group In France: Director of Eurosport Appointments held outside the TF1 group In France: Deputy CEO of Bouygues (1) ; standing representative of SCDM, Director of Bouygues; CEO of SCDM; Director of Colas (1) , Bouygues  Telecom, Bouygues  Construction, Alstom (1) , Finagestion; Chairman of SAGRI-E and SAGRI-F; standing representative of SCDM, Chairman of SCDM Energie; manager (non-partner) of SIB and SIR; member of the Executive Committee of Ceﬁ na Outside France: Chairman and managing Director of SECI (Côte  d’Ivoire); Director of Sénégalaise des Eaux (SDE) (Senegal), SODECI – Société de Distribution d’Eau de la Côte d’Ivoire (1) (Ivory Cost), and Compagnie Ivoirienne d’Électricité (1) (Ivory Cost) Other appointments held within the last ﬁ ve years 2010 - Standing representative of SCDM, Chairman of SCDM Investur, and SCDM Investcan  2006 - Director of Novasaur LAURENCE DANON Born January 6, 1956 – French citizenship A graduate of École Normale Supérieure (Ulm) and of the Corps des Mines, Laurence Danon holds a teaching qualiﬁ cation in physics and a post-graduate diploma in organic chemistry. She began her career in 1984 at the French Ministry of Industry as head of the Industrial Development Division working in industry and research for the Picardy region. In 1987, she joined the Hydrocarbons Division of the Ministry of Industry, as head of the Exploration-Production Department. In 1989, she joined the Elf Group, where she exercised commercial responsibilities within the Polymers Division. In 1991, she became Director of the Industrial Specialties Division, and in 1994 Director of the Global Division of Functional Polymers. In 1996, she became CEO of Ato Findley Adhesives, which became Bostik following the merger with Total in 1999. Bostik is world no. 2 in adhesives. In 2001, she was appointed Chairman and CEO of Printemps. Following the successful sale of Printemps in October 2006, she left her job in February 2007. Laurence Danon then joined Edmond de Rothschild Corporate Finance in 2007, as member of the Executive Committee, and is now Chairman of the Executive Committee. Laurence Danon also chairs the “Prospective” (outlook) commission of the MEDEF. Director of TF1 since July 22, 2010 - independent Holds 100 shares in TF1 Business address: 47 rue du Faubourg Saint-Honoré - 75 008 Paris Appointments held outside the TF1 group In France: Chairman of the executive Board of Edmond de Rothschild Corporate Finance; Director of Rhodia; member of the supervisory Board and Chairman of the Appointments and Remuneration Committee of BPCE (Banques Populaires – Caisse d’Épargne) Outside France: Director of Diageo plc, (UK) Other appointments held within the last ﬁ ve years 2010 - Director of Plastic Omnium 2009 - Director of Experian 2008 - Director of Lafuma (1) Listed company.]]></page>
	<page id="49"><![CDATA[REGISTRATION DOCUMENT 2010 47 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Composition of the Board of Directors and Board Committees ALAIN POUYAT Born February 28, 1944 – French citizenship Alain Pouyat joined Bouygues in 1970. Starting his career as an IT engineer, he was appointed IT manager in 1981 and then Group IT Director in 1986. He has been Executive Vice President for Information Systems and New Technologies since 1988. Director of TF1 since March 18, 1998 Most recent renewal: April 15, 2010, expiring 2012 Member of the Selection Committee of TF1 Holds 100 shares in TF1 Business address: 32, Avenue Hoche – 75 008 Paris Appointments held outside the TF1 group In France: Director of Bouygues  Telecom, ETDE, C2S, Société Parisienne d’Études d’Informatique et de Gestion (SPEIG); non-voting Director of Bouygues (1) Other appointments held within the last ﬁ ve years 2006 - Director of Bouygues SFPG – SOCIÉTÉ FRANÇAISE DE PARTICIPATION ET DE GESTION RCS Paris 332 888,916 Director of TF1, represented by Olivier Roussat since July 31, 2007 Most recent renewal: April 17, 2009 expiring 2011 Holds 100 shares in TF1 Business address: 32, Avenue Hoche – 75 008 Paris Appointments held outside the TF1 group None Other appointments held within the last ﬁ ve years None OLIVIER ROUSSAT Born October 13, 1964 – French citizenship A graduate of INSA in Lyon, Olivier Roussat began his career in 1988 at IBM, where he occupied a number of positions in data network services, service delivery, and pre-sales. He joined Bouygues Telecom in 1995 to set up the network management centre and network processes. He then became head of network operations and telecoms and IT service delivery. In May  2003 he was appointed network manager and became a member of the Executive Committee. In January 2007 Olivier Roussat took charge of the performance and technology unit which combines Bouygues Telecom’s cross-functional technical and IT Departments, including networks, information systems, process engineering, purchasing, corporate services and property development. He has also been responsible for Bouygues Telecom’s new headquarters and technical centre. Olivier Roussat became Deputy Chief Executive Ofﬁ cer on February  20,  2007. He was appointed Chief Executive Ofﬁ cer on November 29, 2007. Standing representative of Société Française de Participation et de Gestion (SFPG), Director of TF1 since April 9, 2009 Most recent renewal: April 17, 2009 expiring 2011 Business address: 32, Avenue Hoche – 75 008 Paris Appointments held outside the TF1 group En France: CEO and Director of Bouygues  Telecom; Director of Extenso Telecom, and Réseau Clubs Bouygues Telecom (RCBT) Other appointments held within the last five years 2008 - Director of Stock com 2007 - Deputy CEO of Bouygues Telecom (1) Listed company.]]></page>
	<page id="50"><![CDATA[REGISTRATION DOCUMENT 2010 48 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Composition of the Board of Directors and Board Committees BOUYGUES RCS Paris 572 015 246 Director of TF1 represented by Philippe Marien since February 20, 2008 Most recent renewal: April 17, 2009 expiring 2011 Holds 91 946 297 shares in TF1 Business address: 32, Avenue Hoche – 75 008 Paris Appointments held outside the TF1 group Director of Bouygues Telecom, Colas (1) , Alstom (1) , Bouygues Immobilier, GIE 32 Hoche, C2S , Bouygues Construction; associate member of Organisme Gestionnaire du Centre Gustave Eiffel (Association Loi 1901 – not-for-proﬁ t organisation); member of the Board of Directors of Organisme Gestionnaire du Centre  Gustave  Eiffel (Association Loi 1901). Other appointments held within the last ﬁ ve years 2008 - Director of Bouygues  Bâtiment International, SOTEGI, Bouygues Travaux Publics, Bouygues Bâtiment Île-de-France, CATC PHILIPPE MARIEN Born June 18, 1956 – French citizenship A graduate of École des Hautes Études Commerciales (HEC), Philippe Marien joined the Bouygues Group in 1980 as international ﬁ nance manager. He was special advisor in 1984 for the takeover of the AMREP oil services Group before being named Finance Director of Technigaz, a liqueﬁ ed gas engineering contractor, in 1985. In 1986 he joined the Group’s Finance Division to take responsibility for the ﬁ nancial aspects of the takeover of Screg. He was successively head of ﬁ nance and cash management of Screg in 1987 and Finance Director of Bouygues Offshore in 1991. He was appointed Senior Vice President for Finance and Administration of Bouygues Offshore in 1998, before moving to Bouygues Bâtiment in 2000 as Chief Financial Ofﬁ cer. In March 2003 Philippe Marien became Chief Financial Ofﬁ cer of the Saur Group. He managed the sale of Saur by Bouygues to PAI partners, then by PAI partners to a new Group of shareholders led by Caisse des Dépôts et Consignations. He was named Chief Financial Ofﬁ cer of the Bouygues Group in September 2007. On February 18, 2009 Philippe Marien was appointed Chairman of Bouygues Telecom’s Board of Directors, replacing Philippe Montagner. Standing representative of Bouygues  –  Director of TF1 since February 20, 2008 Most recent renewal: April 17, 2009 expiring 2011 Member of the Audit Committee of TF1 Member of the Compensation Committee of TF1 Business address: 32, Avenue Hoche – 75 008 Paris Appointments held outside the TF1 group In France: Chairman of the Board of Directors of Bouygues Telecom  (SA); standing representative of Bouygues, Director of  Colas (1) , Alstom (1) , Bouygues Construction, Bouygues Immobilier; CEO of SCDM; liquidator of Finamag Other appointments held within the last ﬁ ve years 2009 - Standing representative of Bouygues, Director of Bouygues Telecom  2007 - Non-partner manager of Les Collines; Director of La Compagnie des Eaux de Royan and Cise Maintenance (1) Listed company.]]></page>
	<page id="51"><![CDATA[REGISTRATION DOCUMENT 2010 49 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Composition of the Board of Directors and Board Committees GILLES PÉLISSON Born May 26, 1957 – French citizenship Graduate of ESSEC and holder of an MBA from the Harvard Business School, Gilles Pélisson started his career in 1983 with the Accor Group, ﬁ rst in the United States and then in Asia-Paciﬁ c. At Accor he served as the co-Chairman of the Novotel hotel chain. He was named CEO of Euro Disney in 1995 and Chairman and CEO in 1997. He moved to the Suez Group in 2000 and then to Bouygues Telecom, where he served as CEO before being appointed as Chairman and CEO (a position he held from February 2004 to October 2005). He was appointed CEO of Accor in January 2006, then Chairman and CEO up to December 2010. Director of TF1 since February 18, 2009 - independent Most recent renewal: April 17, 2009 expiring 2011 Holds 3,000 shares in TF1 Business address: Odyssey – 110 Avenue de France – 75 210 Paris Cedex 13 Appointments held outside the TF1 group In France: Director of BIC and Groupe Lucien Barrière; Chairman of the supervisory Board of Lenôtre Outside France: Director of the Global Business Coalition on HIV / AIDS, Tuberculosis and Malaria, Inc. (USA) Other appointments held within the last ﬁ ve years 2011 - Chairman of the Board of Directors of Accor 2010 - Chairman and CEO of Accor; Chairman of la Fondation Accor; Vice Chairman and member of the supervisory Board of Groupe Lucien Barrière; standing representative of Accor on the Board of Directors of ASM and the supervisory Board of Lenôtre; Director of Accor Partecipazione Italia (Italy), Soﬁ tel Italia (Italy), and Accor Hospitality Italia (Italy) 2009 - Chief executive ofﬁ cer of Accor; Chairman of the supervisory Board of Essec 2007 - Director of Scapa Italia (Italy) 2006 - Director of Club Méditerranée JEAN-PIERRE PERNAUT Born April 8, 1950 – French citizenship A graduate of École Supérieure de Journalisme in Lille, Jean-Pierre Pernaut joined the ORTF in 1972 as a reporter and newscaster. In 1975 he became the editor-in-chief and presenter of TF1’s late-night news broadcast, 23h. From 1978 to 1980 he co-anchored the midday news programme, Journal de 13h, with Yves Mourousi. He rejoined the show in February 1988 and continues to present the news today, more than 22 years later. For the past 20 years Jean-Pierre Pernaut has also been the Deputy Director for Information and a Director of the TF1 group. He presented the programme “Combien Ça Coûte” on TF1 between July 1991 and June 2010. Jean-Pierre Pernaut has received ﬁ ve “Golden Seven” awards for his presentation of the Journal de 13h. In 1999 he was awarded the Roland Dorgeles prize, which recognises broadcast professionals who best respect the French language. Director of TF1, representing the staff, since February 23, 1988 Most recent renewal: April 15, 2010 expiring 2012 Holds 49,402 shares in TF1 Business address: 1, Quai du Point du Jour – 92 100 Boulogne- Billancourt Appointments held outside the TF1 group None Other appointments held within the last ﬁ ve years None (1) Listed company.]]></page>
	<page id="52"><![CDATA[REGISTRATION DOCUMENT 2010 50 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Composition of the Board of Directors and Board Committees CÉLINE PETTON Born February 20, 1971 – French citizenship Holder of a degree in archiving and documentation, Céline Petton joined TF1 in November 1994 as an assistant archivist. Since March 2009 she has held the post of senior logistics technician. Director of TF1, representing the staff, since March 19, 2002 Most recent renewal: April 15, 2010 expiring 2012 Holds 10 shares in TF1 Business address: 1, Quai du Point du Jour – 92 100 Boulogne- Billancourt Appointments held outside the TF1 group None Other appointments held within the last ﬁ ve years None PROPOSALS FOR THE COMPOSITION OF THE BOARD OF DIRECTORS SUBMITTED TO THE COMBINED ANNUAL GENERAL MEETING OF APRIL 14, 2011 RATIFICATION OF THE APPOINTMENT OF A DIRECTOR The Combined Annual General Meeting of April 14, 2011 will be asked to ratify the decision of the Board of Directors, at its Meeting on July 22, 2010, to appoint Laurence Danon as Director, replacing an outgoing Director, Haïm Saban, for the remainder of Mr Saban’s term of ofﬁ ce. RENEWAL OF THE TERMS OF OFFICE OF DIRECTORS On the recommendation of the Board of Directors and following the review of the Selection Committee, the Combined Annual General Meeting of April 14, 2011 will be asked to renew, for a period of two years, the terms of ofﬁ ce of Patricia Barbizet, Claude Berda, Martin Bouygues, Olivier Bouygues, Laurence Danon, Nonce Paolini, Gilles Pélisson, the company Bouygues and the company SFPG- Société Française de Participation et de Gestion. 2.1.2 Composition of Board Committees Each of the committees is governed by the Board’s rules of procedure. The members of the committees are appointed by the Board of Directors and are chosen both for their experience and for the speciﬁ c skills needed to carry out the duties of each committee. In particular, members of the Audit Committee have sound accounting and ﬁ nancial expertise by virtue of their training and duties. AUDIT COMMITTEE As of April 17, 2010 (renewal), the members are Patricia Barbizet, Chairman, and Philippe Marien. COMPENSATION COMMITTEE As of April 17, 2010, the members are Patricia Barbizet, Chairman, and Philippe Marien. DIRECTOR SELECTION COMMITTEE As of April 17, 2010 (renewal), the members are Martin Bouygues, Chairman, and Alain Pouyat.]]></page>
	<page id="53"><![CDATA[REGISTRATION DOCUMENT 2010 51 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report 2.2 CHAIRMAN’S REPORT 2.2.1 Chairman’s report on corporate governance TF1’S POSITION ON PREVAILING CORPORATE GOVERNANCE RULES The TF1 Board of Directors operates in a manner that complies with legal and regulatory provisions, the rules set out in the company’s Articles of Incorporation and the Board’s regularly updated rules of procedure. In particular, the Board has created three committees and incorporated the recommendations of the Corporate Governance Code published in December 2008 by Association Française des Entreprises Privées (AFEP) and Mouvement des Entreprises de France (MEDEF). The Directors deliberate the governance of the company while ensuring that essential requirements are met, i.e. equal treatment of shareholders and Boardroom efﬁ ciency. Since TF1 was privatised in 1987, and in the interest of its shareholders, TF1 and its Directors have innovated by setting down rules that have since been incorporated into current recommendations on corporate governance and that are considered as standard corporate governance practices, such as creating a Compensation Committee and setting a two-year term of ofﬁ ce for Directors and the Chairman and CEO. In 2003 the Directors strengthened their resources to enhance management transparency by: p adopting the rules of procedure of the Board of Directors which, for example, impose new obligations on Directors as well as a number of ethics rules (holding Directors’ shares in registered form, reporting dealings in TF1 shares, regular attendance at Board Meetings, attendance at the General Meeting, disclosure of conﬂ icts of interest, etc.); p creating an Audit Committee and a Selection Committee; p appointing an independent Director. In  2007 the Directors took account of the recommendations on the compensation of executives of listed companies, issued on January 9, 2007 by MEDEF and AFEP. The Board of Directors decided to comply with these recommendations by adding new provisions to its own rules of procedure and to those of the Selection Committee. In early 2008, at the February 20 th  Board Meeting, the Directors again added to the rules of procedure by: p arranging for the Board to determine the number of bonus shares or option shares that the Chairman of the Board and the CEO are required to hold throughout their term in ofﬁ ce. This provision was ﬁ rst applied for a deferred option grant voted at the same Meeting; p adding provisions prohibiting grants of options or bonus shares on the departure of an executive and the use of risk hedging for the purpose of exercising options or selling bonus shares. In November 2008 the Board again expanded the rules of procedure by aligning itself with the Corporate Governance Code resulting from the consolidation of the combined reports of AFEP and MEDEF of October 2003, January 2007 and October 2008. The code may be consulted on MEDEF’s website: www.medef.fr. In 2010 the Directors updated the rules of procedure relating to the Audit Committee. In addition, in late 2010 TF1 harmonised its black-out schedule for insiders to comply with the recommendations published by the AMF on November 3, 2010 in its guide to preventing insider misconduct by senior executives of listed companies. From 2011 onwards, black-out periods will begin 30 calendar days before the publication of annual, half-yearly and quarterly accounts and run until the day after publication. The rules of procedure, which are available on the company’s website at www.tf1ﬁ nance.fr, describe the operating methods, powers, duties and assignments of the Board and its specialised committees; they also set the principles for the annual assessment of how the Board works. The following provisions of the AFEP / MEDEF Corporate Governance Code are not implemented, for the reasons given below: p number of independent Directors: according to the AFEP / MEDEF Code, independent Directors should make up at least one-third of the Board of controlled companies. As at February 16, 2011, three out of 12 Directors were independent, or 25%. This reﬂ ects the special situation of the company, arising from Act 86-1067 of September 30, 1986 on freedom of communication and privatisation. Two of the Directors represent employees and are elected by electoral colleges of employees under Article 66 of Act 86-1067 of September 30. A further six Directors represent the major shareholder. The relatively high proportion of Directors representing Bouygues, TF1’s principal shareholder, or exercising executive functions at Bouygues or TF1 takes account of the fact that, under the Privatisation Act of September 30, 1986, a Group of acquirers led by Bouygues was assigned 50% of TF1’s share capital. Bouygues therefore became the key participant in the TF1 privatisation and, as such, took on a number of obligations, notably as regards continuity of operations at TF1. This is why Bouygues plays a major role in TF1’s governance.]]></page>
	<page id="54"><![CDATA[REGISTRATION DOCUMENT 2010 52 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report p composition of committees, which have only two members: the AFEP / MEDEF Code recommends that two-thirds of Audit Committee members should be independent. The TF1 Audit Committee has one independent Director out of two. Note, however, that the Chair of the Audit Committee, who is independent, has the casting vote in the event of a tie. p staggering of directorships: the AFEP / MEDEF Code recommends staggering directorships to avoid having to change many Directors at the same time and promote the smooth renewal of the Board. The company has been in the habit of appointing Directors on a frequent basis for two-year terms. It is now considering extending Directors’ terms of ofﬁ ce to three years, so that one-third of the Board can be reappointed at a time. COMPOSITION OF THE BOARD OF DIRECTORS AND INDEPENDENCE OF DIRECTORS The Board of Directors, acting on advice from the Selection Committee, submits proposals to the General Meeting of Shareholders on the appointment of Directors. The Board of Directors has 12 members, including three independent Directors. With a view to diversifying its make-up, the Board pays particular attention to the skills and experience (particularly international) of each of its members, as well as their knowledge of the Group’s business lines, which enable them to participate effectively in the Board’s work. The Board of Directors and the Selection Committee annually assess the situation of each Director with respect to the AFEP  /  MEDEF Code criteria for Director independence, which are as follows. To be independent, a Director must: p not be an employee or an ofﬁ cer of TF1 or an employee or Director of its parent company or of one of its consolidated subsidiaries, and not have been one within the last ﬁ ve years; p not be a corporate ofﬁ cer of a company in which TF1 holds a directorship, directly or indirectly, or in which an employee appointed as such or a corporate ofﬁ cer of the company (currently in ofﬁ ce or having held such ofﬁ ce going back ﬁ ve years) is a Director; p not be a customer, supplier, investment banker or commercial banker with material importance for the company or its Group, or for which TF1 or its Group generates a material portion of business; p not be related by close family ties to a corporate ofﬁ cer; p not have been an auditor of TF1 within the last ﬁ ve years; p not have been a Director of TF1 for at least 12 years. The Board paid particular attention to Directors holding or having held directorships in the Bouygues Group to ascertain whether these duties were such, either because of their importance or nature, that the Director’s independent judgement might be affected or that he or she might face a real or potential conﬂ ict of interest. The Directors considered that the arrival of Claude Berda, co-opted on February 17, 2010, would increase the Board’s competencies because of his extensive knowledge of the TV industry. Mr Berda is a non- independent Director. The Directors considered that the arrival of Laurence Danon, co-opted on July 22, 2010, would increase the Board’s competencies because of her extensive knowledge of French manufacturing. Based on the criteria of the AFEP   MEDEF Code, the Selection Committee found Ms. Danon to be fully independent. The Board judged that Patricia Barbizet had the skills and freedom of judgment necessary to carry out her duties. Accordingly, Ms. Barbizet is deemed to be an independent Director, alongside Laurence Danon and Gilles Pélisson. The Directors are considering opening up the Board to other independent Directors and continuing efforts to increase the presence of women on the Board. The TF1 Board of Directors is currently composed of 12 Directors, three of whom are women, and includes: p 5 Directors representing the sole remaining shareholder of the Group of acquirers and responsible for meeting the obligations agreed to by that Group; p 1 Director representing senior management; p 3 independent Directors; p 1 non-independent Director; p 2  Directors representing employees, elected in compliance with Article 10 of the Articles of Incorporation by electoral colleges of employees under Article 66 of Act 86-1067 of September 30, 1986. The expertise and matching skills of the Directors, as well as their involvement, ensure a high standard of discussion and deliberation within the Board. The Board of Directors is balanced, diversiﬁ ed, experienced and accountable. The Board has not appointed any non-voting Directors. To the best of the company’s knowledge, during the past ﬁ ve years, no member of the Board of Directors has been: p convicted of fraud; passociated with a bankruptcy, compulsory administration or liquidation; p incriminated or publicly sanctioned by any statutory or regulatory authority, including professional organisations; p prevented by a court from acting as a member of a Board of Directors, a management Board or a Supervisory Board of a publicly listed company or from running such a company.]]></page>
	<page id="55"><![CDATA[REGISTRATION DOCUMENT 2010 53 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report BOARD ASSESSMENT Each year, in accordance with the AFEP / MEDEF Code, the Directors scrutinise Boardroom practices particularly with regard to operating methods. They assess the Board’s actual role and whether it is appropriately organised; and they do the same for its committees. The Board of Directors of TF1 conducts a peer assessment of its own operating methods. The assessment looks at the composition of the Board, the schedule and length of Meetings, the agenda, the quality of discussions, the work of the committees and the information provided to Directors. The rules of procedure stipulate that a Selection Committee should periodically address issues relating to the membership, organisation and operation of the Board with a view to making proposals to it. Each year the Board of Directors assesses its composition. To prepare this assessment, a detailed questionnaire is sent in advance to all Board members. In the latest assessment, the Directors’ responses expressed a positive or very positive assessment of the operation and membership of the Board, in terms of agenda content, informational quality and the conduct of Meetings. The information received on most issues was judged very satisfactory. The members of the Board were particularly satisﬁ ed with the information they received on the activities the TF1 group and on accounting, ﬁ nancial, and legal matters. The quality of dialogue with senior management was also appreciated. By contrast, some Directors expressed the view that information and debate on some topics – sustainable development, risk management and mitigation, R&amp;amp;D – could be expanded. Directors representing employees called for more dialogue with Group senior management. A suggestion was made with regard to adding more independent Directors to strengthen the Board. The need to increase the presence of women on the Board is another priority that will guide future discussions on enhancing TF1’ s governance. ROLE – WORK AND ORGANISATION OF THE BOARD OF DIRECTORS The natural place of the company’s Board of Directors is alongside its senior managers and shareholders. The Board plays a key role in determining the strategy and key policies of the company and the Group; it also monitors implementation of those policies and scrutinises the company’s business practices. The remit of the Board of Directors is to: p determine the strategy and policies of the company and the Group; p conduct major operations, undertake major investments and carry out internal restructuring; p monitor execution of the above operations; p report to shareholders and ﬁ nancial markets; p carry out any checks and veriﬁ cations that it considers appropriate; p set the compensation of corporate ofﬁ cers. Board Meetings are in principle held quarterly, and additional Meetings may be convened for special presentations or to examine exceptional issues. The TF1 Board of Directors met four times in 2010. The following table details the Board’s main decisions and attendance rates for 2010. Board Meeting Main decisions Attendance February 17  Co-opting of Claude Berda as Director; review of activity in 2009 and prospects for 2010; approval of 2009 annual parent company and consolidated financial statements and proposed appropriation of income; approval of accounting and forward-looking documents; review of TMC / NT1 takeover file and major broadcasting contracts; review of legal and regulatory developments in the audiovisual field; approval of reports and resolutions presented to the General Meeting. 92% May 11  Review of consolidated financial statements for Q1 2010, strategic areas of focus, plan update, progress report on risk mapping, review of TMC / NT1 takeover, review of General Meeting on April 15, HR update. 73% July 22  Co-opting of Laurence Danon as Director; review of financial statements for H1 2010; update of accounting and forward-looking documents; review of TMC / NT1 takeover; broadcasting agreements, sustainable development and HR update. 83% November 9  Review of financial statements for Q3 2010, analysis of business and estimated earnings for FY2010, three- year plan, development and strategy, Board assessment. 92% On average, the attendance rate of Directors in 2010 was 8%.]]></page>
	<page id="56"><![CDATA[REGISTRATION DOCUMENT 2010 54 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report In general, the Directors get the information ahead of time that they need to make decisions. Recommendations are made after due deliberation and decisions are taken on a collegial basis. For major projects, the Board may ask some of its members to form ad hoc committees in order to approve projects and assess the impact they have on the Group’s accounts and ﬁ nancial position. Each Director has one vote. In the case of a tie, the Chairman of the Meeting has the casting vote. The employee representatives designated by the Works Council, the General Counsel, the Director of Finance, the Director of Human Resources, and the Director of Legal Affairs, who is in charge of secretariat duties, all attend Board Meetings. The Statutory Auditors are invited to all Board Meetings convened to examine the ﬁ nancial statements. Group senior executives regularly participate in Board Meetings to help Directors understand the situation in the Group’s market and businesses and provide information about developments and strategy. The role of the Board Secretary is to ensure that the Board operates smoothly. The Secretary draws up the Board’s Meetings schedule, prepares the agendas and organises Meetings with the Chairman and CEO. The Secretary also prepares the draft minutes that are submitted for Directors’ approval at the following Meeting. The Secretary organises the Board assessment process, participates in preparing the documents provided to shareholders ahead of the General Meeting and looks after relations with individual shareholders. Directors receive a Notice of Meeting at least two weeks before each scheduled Meeting, together with the minutes of the previous Meeting. During the Meeting, they are provided with all relevant documents and information, together with a list of any risks that have been identiﬁ ed, in accordance with regulatory constraints and in the interest of the company. They also receive the minutes of the Meetings of the Audit, Compensation and Selection Committees. Periodically, Directors receive information about the company and the Group, including strategic and business plans, information for monitoring businesses and their revenues, the ﬁ nancial position, cash ﬂ ow and liabilities of the company, events affecting or likely to affect signiﬁ cantly the Group’s consolidated proﬁ ts, and signiﬁ cant issues pertaining to human resources and stafﬁ ng levels. On being appointed to the Board, every TF1 Director receives training on the company, its business lines and sectors of activity and gets to meet the heads of the Group’s main divisions. And during their terms of ofﬁ ce, Directors can obtain additional training from key managers of TF1 and its subsidiaries. Moreover, each Director may seek supplementary information on his or her own initiative and the Chairman and CEO is permanently available to the Board to provide explanations and substantive information. COMBINATION OF THE DUTIES OF CHAIRMAN OF THE BOARD AND CEO At the Meeting of July  31,  2008 the Board of Directors voted to discontinue the separation of duties of the Chairman and the Chief Executive and appointed Nonce Paolini as Chairman and CEO. The Board approved the decision not to separate these functions at its Meeting of April 17, 2009. That decision has proven a factor that contributes to efﬁ cient governance, notably in view of the organisation of the TF1 group, which is based on a TF1 senior Management Committee and a Group senior Management Committee that meet alternately every week with 15 or 21 members. They coordinate the implementation of strategic policies and monitor the achievement of objectives. In accordance with the law, the Chief Executive Ofﬁ cer is vested with the widest powers to act on behalf of the company in all circumstances. He exercises these powers within the limits of the corporate purpose and subject to the powers expressly accorded to Shareholders’ Meetings and the Board of Directors. The Board of Directors of February 17, 2010 authorised the CEO to give guarantees and endorsements in the name of the company up to a total amount of €50 million. At the same Meeting, the Board authorised the CEO to give guarantees and endorsements in the name of the company to tax and customs administrations in an unlimited amount. Both these authorisations are valid for one year. The Board has placed no special limits on the CEO’s powers. However, its rules of procedure stipulate that it must examine and decide upon operations with true strategic importance. Any operation deemed to be of major importance at Group level – organic growth investments, acquisitions, disposals, internal restructuring, especially if it departs from the strategy announced by the Group – is ﬁ rst referred to the Board for approval. The age limit for exercising the duties of Chairman of the Board is set at 68, while that of the CEO, in compliance with law, is 65. POTENTIAL CONFLICTS OF INTEREST To the knowledge of TF1, no member of the Board of Directors has any potential conﬂ ict of interest between their duties to TF1 and their private interests and / or other duties. Article 5 of the Board’s rules of procedure speciﬁ cally raises the issue of conﬂ icts of interests: “Directors shall inform the Chairman of the Board of any conﬂ ict of interest, even potential, and they shall abstain from voting on any matter directly or indirectly concerning them”.]]></page>
	<page id="57"><![CDATA[REGISTRATION DOCUMENT 2010 55 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report OTHER INFORMATION No restrictions are imposed on the members of the Board of Directors concerning the disposal of their holdings of the issuer’s shares, with two exceptions: p the Chairman and CEO is required to hold a minimum number of bonus shares or option shares throughout his term of ofﬁ ce; p each Director is required to own at least one share in the company. The rules of procedure of the Board of Directors recommend that each Director not representing employees should own at least 100 shares for the duration of his or her term in ofﬁ ce and respect the rules to prevent insider dealing. With the exception of the employment contracts of the employee representatives, none of the members of the Board of Directors (who are natural persons) is linked to TF1 or to any of its subsidiaries by a service contract that provides for the granting of beneﬁ ts. No Director (who is a natural person) has received a loan or guarantee from TF1. Directors have been informed of the obligation that came into effect on November 25, 2004, to declare any dealings in TF1 shares undertaken by themselves or by persons with close personal ties to them. Such dealings must be reported within ﬁ ve days of the trade in accordance with Article 222–14 of the General Regulation of the French securities regulator, Autorité des Marchés Financiers (AMF). TF1 reports this information, which includes the individual’s name, to the AMF and makes it public in a press release. BOARD COMMITTEES The Board has three specialised committees: the Audit Committee, the Compensation Committee and the Selection Committee. It determines the composition and powers of the committees, which carry out their activities under the Board’s responsibility, and the Board appoints their members from among the Directors. The committees are chaired by persons who are not members of the company’s management bodies and who have a casting vote. The committees are composed of two Directors. Any individual serving as Chairman, CEO or Deputy CEO of TF1 is not entitled to sit on the Audit Committee or the Compensation Committee. The Directors consider that these provisions guarantee the committees’ independence and efﬁ ciency. The three committees meet at the initiative of their respective chairmen or at the request of the Chairman of the Board of Directors and can deliberate provided two of their members are present. Decisions are made by simple majority of the members, who report on their work at the next following Meeting of the Board of Directors. If the Board is to discuss an issue within the jurisdiction of one of the committees, it ﬁ rst refers the matter to the committee in question. The discussion takes place after a report from that committee. AUDIT COMMITTEE The Audit Committee was created on February  24,  2003 (as the Accounts Committee) with a remit to monitor issues relating to the preparation and control of accounting and ﬁ nancial information. Its main duties are to monitor: p The process for preparing ﬁ nancial disclosures and, hence, to: −examine the parent company accounts and consolidated ﬁ nancial statements at least two days before they are presented to the Board, − ensure the appropriateness and consistency of the accounting methods adopted to prepare the accounts, − examine the internal control procedures for the preparation of the ﬁ nancial statements, with the assistance of internal departments and competent advisors, − examine changes that may have a material impact of the ﬁ nancial statements, − examine the principal estimates and judgments and options for closing the accounts, as well as the main changes in the scope of consolidation; p the effectiveness of the internal control and risk management systems; p the audit of the consolidated and parent company accounts by the Statutory Auditors; p the independence of the Statutory Auditors, and hence to; − examine in detail the fees paid by the company and its Group to the Statutory Auditors and check that the proportion of these fees in the revenues of each audit ﬁ rm will not affect its independence, − direct the procedure for selecting and reappointing the Statutory Auditors, − make a recommendation on the Statutory Auditors proposed to the General Meeting for commitment; p to issue reports and recommendations to the Board of Directors on the foregoing matters, not only on a periodic basis and at the balance sheet date, but whenever a noteworthy event occurs. Four Meetings a year are scheduled to examine the quarterly, half-yearly and annual accounts as well as to monitor cash ﬂ ow and internal audit reports before they are submitted to the Board. The committee met four times in 2010 and once in the ﬁ rst two months of 2011. Each Meeting was attended by the Executive Vice President, Group Finance, the Accounting Director, the head of Internal Audit and the Statutory Auditors. The attendance rate was 100%. Minutes were taken of each Meeting and subsequently sent to the Directors.]]></page>
	<page id="58"><![CDATA[REGISTRATION DOCUMENT 2010 56 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report COMPENSATION COMMITTEE The Compensation Committee was formed in 1989 with a remit to: p propose to the Board of Directors the compensation for corporate ofﬁ cers and the beneﬁ ts of whatever kind made available to them; p examine stock option plans for corporate ofﬁ cers and employees; p make proposals for compensation and incentive systems for Group executives; p submit to the Board of Directors the draft report required under the French Commercial Code on: − compensation and beneﬁ ts of all kinds granted to the corporate ofﬁ cers by the company and controlled companies, − stock options granted to and exercised by the corporate ofﬁ cers and the ten company employees receiving the highest grants, − options granted to and exercised by employees of companies that are majority controlled by TF1. The committee met twice in 2010 and once during the ﬁ rst two months of 2011. The attendance rate was 100%. In particular the committee prepared information for the Board concerning the compensation of the executive Director. Minutes were taken of each Meeting and subsequently sent to the Directors. SELECTION COMMITTEE The Selection Committee was formed on February 24, 2003 with a remit to: pperiodically examine questions concerning the composition, organisation and operation of the Board of Directors and to make recommendations to the Board; p examine: − possible candidates for directorships, ensuring that independent persons sit on the Board of Directors, − plans to create Board Committees and proposals concerning their responsibilities and members, − all measures to be taken to ﬁ ll any executive posts that become vacant. The committee met twice in 2010 and once in the ﬁ rst two months of 2011, with a 100% attendance rate. It gave its position on the composition of the Board and recommended co-opting Claude Berda and Laurence Danon to the Board as Directors. Minutes of each Meeting were sent to the Directors. PROCEDURES FOR THE PARTICIPATION OF SHAREHOLDERS IN THE GENERAL MEETING Detailed procedures for the participation of shareholders in the General Meeting are provided in Part 7, “General Meeting”, page 234 of the present registration document. MATTERS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC OFFER In accordance with Article L. 225-100-3 of the French Commercial Code, matters likely to have an impact in the event of a public offer are set forth below: p capital structure: the information is provided in Part 6, “Information about the company and its capital”, under the table presenting the ownership structure; p legal restrictions on the exercise of voting rights: Articles 7 and 8 of the Articles of Incorporation, published in Part 6, “Legal Information”; p direct or indirect shareholdings of which TF1 has knowledge, as provided in Articles L. 233-7 and L. 233-12 of the French Commercial Code. The information is provided Part 6, “Information about the company and its capital”, under the table presenting the ownership structure; p the powers of the Board of Directors regarding the issuance and buyback of shares: the information is provided in Part 6, “Information about the company and its capital”, under the heading “Capital”. 2.2.2 Chairman’s report on internal control procedures INTRODUCTION BACKGROUND The purpose of this report is to describe the internal control procedures set up by the company. It covers TF1 SA as producer and broadcaster of the TF1 channel, and also its role in coordinating and participating in the oversight mechanisms of the subsidiaries over which it exercises exclusive or majority control. TF1 monitors the harmonisation of the main ﬁ nancial procedures of the entire Group while respecting the speciﬁ c characteristics of each business to preserve appropriate analysis and responsive decision- making. It also implements risk identiﬁ cation procedures across its scope of responsibility in order to establish appropriate procedures and controls for each business-critical cycle. The TF1 group is particularly sensitive to the importance of internal controls, especially concerning accounting or ﬁ nancial matters, where reliability of information is crucial. This report is compiled from information and analyses performed in cooperation with the various contributors to internal control in TF1 and its subsidiaries, resulting in a factual description of the control environment and the procedures in place. Coordinated by the Internal Control Department, the report has been subjected to an approval process by the Finance and Legal Affairs Divisions. It was also sent to the Statutory Auditors and subsequently presented by the Chairman to the Audit Committee and to the Board for approval.]]></page>
	<page id="59"><![CDATA[REGISTRATION DOCUMENT 2010 57 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report INTERNAL CONTROL OBJECTIVES To analyse its internal control system and prepare its report on internal control procedures, TF1 has used since 2007 the internal control framework published on January 22, 2007 subsequent to the work carried out by the task force set up by the French securities regulator, the AMF. According to that framework, which is compatible with the benchmark of the committee of Sponsoring Organizations of the Treadway Commission (COSO) used by TF1 in previous years, internal controls are deﬁ ned as a method to ensure: p compliance with laws and regulations; p enforcement of the instructions and policies of governance bodies; pthe proper functioning of the company’s internal processes, particularly those concerned with safeguarding assets; p the reliability of ﬁ nancial reporting (details of key controls can be found in the “Application Guide on Control of Accounting and Financial Information Published by Issuers”). This system should also contribute to monitoring the activity , effectiveness of operations and efﬁ cient use of the company’s resources. However, no such system can provide an absolute guarantee of achieving targets and overall control of the risks to which the Group might be exposed. The TF1 group is committed to a process of continuously and dynamically adapting its internal control system to its activities, with the ultimate aim of assessing the system’s appropriateness and efﬁ ciency. INTERNAL CONTROL: GENERAL PRINCIPLES ORGANISATION AND OPERATING PROCEDURES The basis for the general internal audit environment consists of the Group’s corporate governance principles, its organisational structure, notably as regards operating procedures, and widespread dissemination of its values and rules. Organisation The organisation, composition and functioning of the Board of Directors and specialised committees which assist it (the Audit Committee, Compensation Committee and Selection Committee), as described in the section of the report on the preparation and organisation of the work of the Board of Directors, comply with corporate governance rules and are conducive to effective internal controls. The Board, under the authority of its Chairman, determines the company’s policies and, with the help of the Audit Committee, ensures that appropriate internal control systems are set up within the Group. Key decisions, such as the acquisition of sports events rights or more generally audiovisual rights (football rights, contracts with major ﬁ lm studios, etc.) are subject to clear approval processes, with decisions being taken by senior management based on recommendations of the different ad-hoc committees. The Board is kept regularly informed. As Chairman and CEO of the TF1 group, Nonce Paolini has line and staff responsibility for implementing the strategy established by the Board of Directors for Group activities. Speciﬁ cally, he arranges for internal control systems to be implemented in the Group. For this he is supported by the Executive Committee, which comprises the Directors of each Group division and functional Directors and meets twice a month. The Executive Committee enables the CEO to pass along the key internal control policies and to make each member accountable for implementing and monitoring the internal control systems in their area of responsibility. Powers are delegated on the basis of guidelines set by the Group to achieve the twin objective of making operational staff accountable and controlling commitments at the appropriate level. On the latter point the company is organised in such a way as to allow for independent control by separating operational functions from those involving the protection of assets and accounting recognition of operations. Objectives The three-year plan reﬂ ects the mid-term strategic policies and determines the budget for the coming year. It represents the commitments made by the managers of the various Group entities. As such, this plan is also a key element of the internal control environment. It deﬁ nes the objectives in terms of sales levels and costs, as well as the resources, entities and organisation to achieve those objectives. The process of developing the three-year plan also implies a structured approach aimed at ensuring the quality of the objectives. The approach is organised by the TF1 SA Financial Control and Strategic Planning Division, in consultation with the Strategy, Organisation and Marketing. The plans from the various TF1 group entities and companies are subject to a validation process chaired by the Finance Division (DGAF). A summary of these plans is presented to the Chairman and CEO and to the TF1 Board. During the third quarter of the year, a document summarising the whole of the TF1 group three-year plan process is presented to the Board of Directors, which approves the budget. Rules and principles The TF1 group focuses on compliance with the rules and values disseminated through rules of procedure (those of TF1 SA and of its subsidiaries), operating guidelines (the Eticnet guidelines, etc.) as well as through the Code of Conduct used by the Bouygues Group. In 2009 TF1 appointed the General Counsel as the Group Ethics Ofﬁ cer charged with reporting regularly to the Chairman on any problems encountered in business practices, in collaboration with the Board of Directors, and developing solutions appropriate the Group’s business lines. The Ethics Ofﬁ cer is also responsible for responding to employees’ queries on these issues. TF1 also adheres to the Code of Ethics of the Bouygues Group, the aim of which is to encourage managers and staff to adopt a common set of values, including respect and a sense of responsibility for all. The Code commits the Group to stringent standards of business conduct. It also includes a whistleblowing mechanism to enable employees to point out irregularities in certain pre-deﬁ ned areas, of which they have become aware in the course of their duties. Similarly, in 2006, TF1 joined the United Nations’ Global Compact, demonstrating its determination to adopt and promote respect for the principles and values of human rights, environmental protection, working standards and the ﬁ ght against corruption in 2010 TF1 became the ﬁ rst media Group to be awarded the Label Diversité, an accreditation given to companies that take afﬁ rmative action to promote diversity and prevent discrimination. The award, which is based on stringent criteria and regularly monitored, constitutes formal recognition by an independent body that our equality-promotion and anti-discrimination procedures are compliant and effective in the ﬁ elds of hiring, career ]]></page>
	<page id="60"><![CDATA[REGISTRATION DOCUMENT 2010 58 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report management, training, communication and relations with customers and service providers. The industry in which TF1 operates is constantly changing, primarily as a result of technology advances. TF1 therefore seeks to maintain a high level of workforce skills through an ambitious programme of recruiting and ongoing training that helps employees keep abreast of operational requirements. Furthermore the Bouygues Management Institute regularly organises seminars in which TF1 executives participate. The objective is to encourage managers to reﬂ ect on their role, responsibilities and the respect of ethical principles in their daily work, and also to unite Group senior management around common values. Aside from the various control processes in place, the Group makes a constant effort to continuously improve its internal control system. Since 2007 the TF1 group has followed an approach initiated by Bouygues for its main business lines, including TF1. The purpose is to build an internal control system based on the AMF reference framework and incorporating the best practices which, for the past several years, the Group has committed itself to follow in each of its businesses. This approach involved establishing a structured organisation made up of two working Groups with representatives from each business line. These Groups cover: p “internal ﬁ nancial and accounting reporting”, specialised in processes linked to the organisation and preparation of ﬁ nancial and accounting information, and p “general principles of internal control”, specialised in the ﬁ ve key elements of internal control speciﬁ ed in the AMF reference framework. A project team from the Bouygues Group coordinates these working Groups, with the help of a statutory auditor in the area of internal control and ﬁ nancial and accounting reporting. A Coordination Committee and a Steering Committee also contribute to this procedure. This effort culminated in identifying and determining simple, measurable control principles covering the company’s key businesses. In 2008 these common principles were subjected to a validity and appropriateness test covering a suitable scope to verify their assessment potential. The working Groups continue to meet regularly to organise the monitoring of the system and to adapt it in response to regulatory requirements or when signiﬁ cant complementary principles emerge from assessment campaigns. The introduction of this common system was a ﬁ rst step, which was supplemented at end-2008 by internal control principles speciﬁ c to TF1’s business and environment. The project progressed in 2009, with an initial internal control assessment campaign whose scope reﬂ ected both the scale of the TF1 group’s sales and the issues and risks speciﬁ c to its businesses. This initiative is closely linked to work on risk mapping, with the two processes reinforcing each other. The second assessment campaign was conducted in 2010 using a rigorous and uniform self-assessment methodology. In each entity, the person normally in charge of the process established and produced supporting arguments for the assessment, and then submitted it for approval by a person in a position to provide a critical perspective on the outcome. The assessment had several components, including a numerical four-tier scale, a description of the operating procedures, a commentary on any discrepancies between operating procedures and best practices, and action plans for addressing these differences. The initial results of this campaign were presented to TF1’s Audit Committee, which informed the Board of Directors. The campaign for assessing TF1’s internal control systems has been well received, and the Group plans to continue and develop it. The Group’s internal control principles have been made available to the staff of the Finance Division on a collaborative portal containing procedural guides and other materials containing information for business lines. Beginning in 2011 an additional organisational structure and appropriate tools will be deployed progressively in the third stage of the assessment campaign, with the aim of extending the programme systematically. INTERNAL DISSEMINATION OF INFORMATION To ensure that staff receive information on the Group and its development, the Human Resources and Internal Communications Division distributes a magazine, Regards, issued three times each year, and a monthly newsletter called Coups d’Œil. In addition, an intranet portal, Déclic, helps employees understand the environment in which they and the Group operate. It enables them to obtain information on the Group (organisation, programmes, etc.) and material about the audiovisual sector published in the press, and also ﬁ nd out about opportunities for promotion and training, common operating procedures, and the intranet sites of the other companies in the Group or the parent company. It also features collaborative portals for each function (legal, human resources, ﬁ nance, etc.) in order to improve networking and the dissemination of information. The tool also enables managers to gather the information necessary for managing their teams, notably on skills training or for preparing annual performance appraisals. Other ways of passing on and sharing information on trends, topical issues and Group strategy are the employee conventions organised from time to time, the introduction in 2007 of an annual conference, and the monthly and quarterly committee Meetings of the TF1 group’s top managers. The IT Department of TF1 SA’s Technical and IT Division, together with the Line and Staff Divisions, determines the information systems needed to generate information and manage operations securely and efﬁ ciently. TF1 uses both proprietary and off-the-peg software. Applications are analysed, monitored and operated rigorously to ensure their availability, integrity, security and compliance with legal obligations. Work on applications for ﬁ nancial and accounting data is carried out in close cooperation with the Accounting and Tax Division, the Financial Control and Strategic Planning Division and the Treasury and Financing Division.]]></page>
	<page id="61"><![CDATA[REGISTRATION DOCUMENT 2010 59 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report RISK MANAGEMENT TF1’s risk management system has two major components: p control of operational risk: − a general approach to risk management focused on quality, security, environmental factors and sustainable development. Part of the framework established by the Bouygues Group, TF1’s approach involves two committees composed of representatives of the Group’s business lines, which meet regularly to discuss these issues, − a business continuity approach initiated in 2004 speciﬁ cally targets the identiﬁ cation of major risks that could affect day-to- day business. The goal is to develop a decision-making system for crisis management, along with a process for its implementation. The initial work on this programme led to the creation of the “Réagir” programme, which seeks to devise and regularly update plans for restoring business-critical processes after an incident. In 2009-2010, in addition to conducting regular tests of processes and backup tools, the Réagir plan was updated to include an H1N1 ﬂ u scenario. In 2010 a business continuity audit identiﬁ ed measures for improving the system, which were implemented during the year. Particular attention was paid to extending the processes covered by the backup site and broadening the scope of risk analysis to cover the activities of TMC / NT1 and TMC Broadcasting, −an information systems security approach. For the past several years, the IT Division has been formalising a data security policy to set down common security standards for the Group. This effort continues on a daily basis as the constant technology advances are factored into security principles and rules; p a system for mapping risks systematically: Since 2007 a working Group composed of representatives of TF1’s principal businesses has been developing proposals to improve the organisation and systems for the management of risk monitoring across all the businesses of the TF1 group. In 2008 the ﬁ rst stage – identifying and characterising the major risks based on a methodology deﬁ ned in collaboration with the Bouygues Group – was conducted through a series of interviews with some 100 Group managers. This was followed in 2009 and 2010 by the development of a risk ranking system and an operational overview of the principal risks to which the TF1 group is exposed. These risks are monitored regularly by committees whose task – in addition to identifying emerging risks – is to manage the resources allocated to risk management. The main risks and the systems designed to control them are described below in section 2.4 of this report, “Risk factors”, which also describes the Group’s policies concerning insurance. Financial market risks (interest rate and foreign exchange risk, etc.) are also covered in paragraph 31 of the notes to the consolidated ﬁ nancial statements. The main business risks that TF1 has identiﬁ ed and seeks to cover on a constant basis are those linked to major processes, i.e. acquisition and compliance control of audiovisual content, and control of broadcasting and activities. Procurement processes Standardised procurement contracts allow TF1 to build a secure framework for the supply of tangible and intangible products and the related ﬁ nancial terms and conditions, guarantee service continuity and ensure that suppliers subscribe to an insurance policy. TF1 set up a Purchasing Division in November  2007 to establish policies for optimising the procurement process across all the business units, following the procurement guidelines of the Bouygues Group. Developing framework contracts and supplier listing agreements at the level of the TF1 group should generate economies of scale and improve management of the procurement and supplier-relation processes. In addition, a “responsible purchasing” approach has been in place for two years as part of the TF1 group’s Corporate Social Responsibility (CSR) policy. Signiﬁ cant results have been achieved in terms of making greater use of the sheltered sector and assessing avec suppliers’ CSR policies. TF1 signs contracts for the purchase of broadcasting rights to secure programming for future years. These contracts are legally and economically complex and involve substantial sums. Investment projects are initiated based on the channels’ editorial policies and the requirements arising from an analysis of programme inventory; they are subject to an investment authorisation procedure for each type of programme. Furthermore, and where possible, framework agreements are signed ahead of the procurement process in order to control the costs of certain programmes and to ensure supply. The Group centralises and shares its multi-channel rights (freeview, DTT, cable and satellite, video and new media including VOD and catch-up) as much as possible. It was in this spirit that TF1 decided at the end of 2007 to create an economic interest Grouping, TF1 Acquisition de Droits, in order to acquire rights for the Group’s broadcasting companies. TF1 Acquisition de Droits buys rights to feature ﬁ lms and series to meet the needs of the Group’s channels. And it also sells programmes outside the Group to optimise inventory management.]]></page>
	<page id="62"><![CDATA[REGISTRATION DOCUMENT 2010 60 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report Control of programme compliance The programmes broadcast by the channel are subject to control by the CSA under an agreement signed by the channel. Consequently TF1 has set up a Programme Compliance Department which controls programmes before they are aired. This effort, which in some cases relies on advice from the General Counsel’s ofﬁ ce, also helps to minimise the legal risks inherent in broadcasting television programmes. Furthermore, programmes targeting children are submitted to psychologists who are responsible for previewing the most sensitive ones. A TF1 Publicité team previews all advertising spots after receiving the position from the advertising watchdog, ARPP. It ensures compliance with the regulatory provisions concerning advertising messages on multiple media. These controls focus among other things on: p whether commercials comply with regulations and with the editorial policy of the medium; p the maximum duration of advertising slots, both daily and per hour; p compliance with invoicing rules (in accordance with the Sapin Act 93- 122 of January 29, 1993). Control of broadcasting and activities TF1’ s T echnical and IT Division is responsible for making the programmes assigned to it as well as for programme broadcasting and the broadcast network. It is also in charge of designing, implementing and maintaining technical and information systems, and for managing real estate, logistics and corporate services. The division guarantees broadcasting continuity by assuring that the necessary human and technical resources are available and deployed as needed. For several years, it has also been responsible for managing the identiﬁ cation, control and prevention of TF1’s major risks. And it continues to analyse and manage risks operationally, for example through the “Réagir” Committee. The committee monitors and prevents major risks associated with the Group’s key processes. It maintains and upgrades procedures based on the principle of continuous improvement covering the security of people, assets, infrastructure, systems and data. It also updates and regularly tests plans for rapid resumption of activities that may be discontinued as the result of an exceptional event such as a signal outage or the inaccessibility of the TF1 building. An external, secure back-up site has been operational since 2001 for programme broadcasting, production of TV newscasts (TF1 &amp;amp; LCI) and organising advertising slots for the TF1 channel. In  2006 this back-up facility was improved when a digital process similar to that used at the main broadcasting facility was installed at a new external site. This installation and the associated procedures make it possible, if necessary, to switch over from the main site with no noticeable interruption of programmes. In 2008, all back-up resources were amalgamated at this single new external site. The company’s vital functions are included in the security plan through a business resumption process, in particular for the departments concerned with broadcasting, space selling, accounting, treasury, payroll and IT operations. Procedures are tested from time to time so as to upgrade the system if necessary. The team in charge of this project also extended the range of risk factors to include health risks that could hamper normal operations. These risks have been quantiﬁ ed, their impact assessed, and the associated safety procedures tested. In 2009 the skills, procedures and preventive measures needed to address the threat of H1N1 ﬂ u were marshalled under the Réagir programme. Furthermore, a website and a toll-free telephone number enable employees to be informed in real time in case of an emergency and to keep in touch with the company where necessary. CONTROL ACTIVITIES In addition to the risk management mechanism, the TF1 group deploys a number of processes and systems that contribute to implementing senior management policies and enable goals to be achieved. The Group pays particular attention to ﬁ nancial, legal and human resources processes by focusing on the assignments carried out by TF1 SA’s functional divisions. Each division supervises and assists TF1 entities in its ﬁ elds of expertise. They also disseminate cross-functional procedures and ensure compliance with them, while helping to approve speciﬁ c procedures for the Group’s business lines. Finance Division (DGAF) The Finance Division brings together the Group’s Financial Departments and plays a supervisory role through the cross-functional procedures, methods and principles it disseminates Group-wide. Accounts and Tax Division (DCF) The Central Accounts and Tax Division is responsible for applying the Group’s accounting principles. It guarantees the reliability of the processes used to collate and process ﬁ nancial information, as well as the relevance and stability of accounting methods. It ensures that parent company and consolidated ﬁ nancial statements provide a true and fair view of the activity of Group companies and comply with existing standards and regulations. The DCF ensures that this information is supplied in the correct format and in a sufﬁ ciently timely manner for effective use. The DCF includes the TF1 SA Accounting Department and the Consolidation Department. It also gives functional guidance to the subsidiaries’ Accounting Departments. Moreover, it helps to coordinate and constantly update the teams by setting and disseminating rules, procedures and methods applicable throughout the Group. The DCF applies the principle that the tasks of ordering and payment should be separate.]]></page>
	<page id="63"><![CDATA[REGISTRATION DOCUMENT 2010 61 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report Treasury and Finance Division The Treasury and Finance Division is responsible for managing operations related to ﬁ nance, investment, hedging of foreign exchange and interest rate risk, and secure payment methods for all companies in the Group, with the exception of some subsidiaries in which TF1 does not have exclusive or majority control. This centralised organisation delivers: p effective management of the Group’s cash pool in euros and foreign currencies; p payment security; p consolidation and global management of interest rate and exchange rate risks; p maintaining a level of skills equal to the complexity of the issues, and p the delegation of powers to a limited number of employees who alone are authorised by senior management to handle a limited number of ﬁ nancial operations for all Group companies, based on authorisation thresholds and procedures. The Treasury and Finance Division is responsible for ensuring that the Group has sufﬁ cient long-term sources of ﬁ nancing at its disposal: p through monthly analysis and update of cash forecasts and reporting to senior management; p by negotiating and maintaining sufﬁ cient lines of back-up ﬁ nancing with an average of two to three years’ maturity. Financial Control and Strategic Planning Division TF1 and the Group’s subsidiaries are covered by a ﬁ nancial and strategic planning process and by uniform budget controls which comply with regulatory requirements. The ﬁ rst year of the strategic plan represents a ﬁ rm commitment to senior Group management on the part of the heads of the various entities. This process is decentralised at the level of each company or entity. The process is organised and coordinated by the Group’s Financial Control and Strategic Planning Division. The annual budget is updated twice annually to adjust estimates of year- end results and to re-orient action plans in the light of the achievement of objectives. These updates also provide an opportunity to review three- year forecasts. In 2009 the Group established a system of continuous forecasting in order to bring up to date assessments of the impact that events and ongoing projects will have on the end-of-year ﬁ nancial statements. Since 2008 each structure and each business generates a monthly dashBoard which includes a monthly ﬁ nancial statement, an end-year forecast, and key performance indicators in the form of a ‘cockpit’. Each entity presents its dashBoard to the Financial Control Department in Meetings scheduled on a calendar established at the beginning of each year. After controlling, validating and analysing the presentations, the Financial Control and Strategic Planning Division generates a consolidated Group dashBoard which it presents to senior management. Since 2008, about one hundred operational indicators reﬂ ecting the company’s strategic objectives have been annotated and presented to the Executive Committee of the TF1 group in graphical form on a monthly basis month. This set of indicators, constitutes the Group’s management ‘cockpit’. It serves as an instrument for measuring performance and as the basis for action plans. This approach promotes common shared understanding of the companies’ stakes and circumstances and the development of cross-cutting solutions. In 2010 this approach was used in certain subsidiaries. By 2011 cockpits should be used systematically in all of the Group’s entities in order to capture all existing performance vectors at all levels of operational responsibility. Human Resources and Internal Communication Division The Human Resources Department plays a key role in the selection, hiring, and development of human resources necessary for the efﬁ cient functioning of the various TF1 group entities. It monitors compliance with the French Labour Code and changes in labour policy in conjunction with the various employee representative bodies. It also coordinates the Group’s professional training, which has the objective of developing the technical, interpersonal and managerial skills required in the exercise of each employee’s responsibilities. TSI cares about developing the skills of its staff, and encourages job mobility between companies in the Group. Thus, in 2010, one out of every two positions was ﬁ lled through internal transfers. Within the framework of the management cycle, the Human Resources Division, together with operational and functional departments, plans human resources needs. These needs are formalised and are an integral part of the three-year ﬁ nancial and strategic planning process ﬁ xed by senior management. Any request for hiring a permanent employee is subject to a formal approval procedure. A dual training programme was launched in 2010 to disseminate best practices in the ﬁ eld of diversity to all companies and employees in the TF1 group. One part of the programme was aimed at the 500 top managers, the other at 500 journalists, technicians and programme advisers who contribute to ensuring that diversity is well represented on-screen. General Secretariat and Legal Affairs Divisions The Group General Secretariat coordinates the following two functions: p the Legal Affairs Division (DAJ), which is responsible for: − determining and supervising the application of policy on contracts in the Group, − for monitoring the various aspects of company law (including the secretariat of Board Meetings and General Meetings) and development within the Group,]]></page>
	<page id="64"><![CDATA[REGISTRATION DOCUMENT 2010 62 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report − for court proceedings and litigation. Legal risks and litigation are closely coordinated with the Finance Division to ensure that they are properly reﬂ ected in the ﬁ nancial statements, − management of intellectual property rights (brands and domain names), and −risk management, insurance and property matters: the DAJ ensures that coverage is adequate and that premium and deductible levels correspond to the risks in question; pthe Institutional Relations and Regulatory Affairs Department, responsible for coordinating relations with external organisations and authorities ensuring that TF1’s regulatory obligations are satisﬁ ed. For several years, the General Secretariat and Legal Affairs Division have been involved in a process to secure and control commitments. This is manifested, for example, by the deﬁ nition of a Group contract policy and standard contract models for all recurring commitments. Furthermore, Legal Affairs pays particular attention to optimising and conserving the insurance policies signed by TF1 and its subsidiaries so as to be covered against the consequences of potential risks in partnership with brokers acting for leading companies. The Legal Affairs Division also monitors and participates in implementing a consistent policy of delegation of powers. In particular, the subsidiaries over which TF1 exercises exclusive control are granted delegations based on guidelines established at Group level. With regard to subsidiaries with joint control, internal control is organised based on the TF1 group’s expertise and in compliance with agreements between shareholders. MONITORING SYSTEMS Internal control systems must themselves be monitored continuously by corporate management and by means of ad hoc assessments, carried out by people who have no direct authority over or responsibility for the operation in question. Audit Committee Formed in 2003 the Audit Committee is composed of at least two Directors. TF1 executive Directors and employee representatives are barred from sitting on the committee in order to ensure its independence. Before making presentations to the Board of Directors, the committee examines the quarterly, half-yearly and annual accounts and receives a presentation of the conclusions of the Statutory Auditors. It takes this opportunity to ensure the appropriateness and the consistency of the accounting methods adopted to draw up the accounts and verify the rules of procedure for the collection and control of the information used. In addition, it notes the conclusions of the Internal Audit assignments and validates the Internal Audit annual work plan. Furthermore, the Audit Committee is kept updated on the implementation of the internal control process and risk monitoring systems. Interest rate and foreign exchange hedging policies are also presented to the Audit Committee, along with the medium-term ﬁ nancing strategy of the TF1 group (available credit lines, funding sources in ﬁ nancial markets, etc.) Furthermore, the Audit Committee is kept updated on the deployment of the internal control process and the system of risk monitoring. The Statutory Auditors’ role is to ensure the fair presentation of the company’s earnings and ﬁ nancial and net asset statements in accordance with accounting rules and principles. In so doing, they are made aware of the organisation and operation of the information systems and internal control procedures with regard to accounting and ﬁ nancial information, which they take into account in their audit activity. Internal Audit The TF1 group’s Internal Audit Department carries out assignments in the different Group entities and in various areas (ﬁ nance, operations, organisation), except for assignments relating to the reliability, security and use of information systems, which are the responsibility of the central audit unit of the Bouygues Group. All these assignments follow an annual audit plan validated by the senior management and the Audit Committee of the TF1 group. A progress report on the plan, along with its main ﬁ ndings and recommendations, is presented to the quarterly Audit Committee Meetings. Assignments are carried out according to a rigorous methodology. They result in a report containing recommendations, which systematically give rise to action plans that are implemented by the audited entities. The Internal Audit Department monitors this process. Internal audit therefore acts as an analysis, control and information tool for senior management, executives and the Audit Committee, making it possible to identify risks and to manage and control them more effectively. As part of its duties, Internal Audit veriﬁ es the application of internal control principles and rules, in collaboration with DCFPS and in addition to the latter’s assessments. It contributes to raising employees’ awareness of internal control issues. In addition, Internal Audit actively monitors best practices in control and helps make employees aware of internal control principles. PUBLISHED ACCOUNTING AND FINANCIAL INFORMATION CONTROL PROCESSES TF1 is particularly sensitive to internal control issues, particularly in the areas of accounting and ﬁ nance, where the reliability of information is critically important. This chapter summarises the principal control processes contributing to the preparation of accounting and ﬁ nancial disclosures.]]></page>
	<page id="65"><![CDATA[REGISTRATION DOCUMENT 2010 63 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report FINANCIAL INFORMATION SYSTEMS The IT Division works closely with the Finance Division to deploy and supervise the TF1 group’s major ﬁ nancial information systems, notably the accounting, management, treasury and consolidation tools. It also deploys business applications in certain entities. In the areas of ﬁ nance and accounting, TF1 operates speciﬁ c internally developed systems as well as packaged software. The latter are subject to rigorous analysis, monitoring and operation to ensure their availability, integrity, security and compliance with legal obligations. In the broad framework of its Data Security Policy, the Group has set up systems integrating technical ﬁ rewalls against attacks from outside (notably an anti-virus emergency plan and regular anti-hacking tests). Since 2003 the TF1 group has embarked on a process to make the top technical, legal and human resources managers aware of data security and the systems they will need to use. Finally, the increasing use of advanced information technologies makes corporate data protection and conﬁ dentiality crucial. The Eticnet guidelines take this factor into consideration; its dissemination and regular updating tend to strengthen the process of making employees accountable. TF1 SA has developed and deployed at Group level its own management tool, which interfaces with the accounting software. It is based on the principle of a unique record of operations necessary for ﬁ nancial information. Processes for automated handling provide for the generation of data tailored to the needs of ﬁ nancial control, accounting and treasury. The IT management system guarantees the control of commitments and payments, thanks to: p the approval cycle for commitments, pre-deﬁ ned in the IT application and limited to authorised persons; p the electronic validation cycle for sourced and digitised invoices reﬂ ecting the commitments. This management tool is complemented and  /  or fed by several applications that respond to different business needs of the Group, such as the system dedicated to the processes of monitoring contracts for the acquisition and management of broadcasting rights. All the Group’s means of payment are subject to security procedures, which are complemented by a banking interface, accounted for daily and formalised monthly. All payment instruments require two signatures, with an annual update of proxies on all bank accounts. At the end of 2008, TF1 launched an important project called SIGMA. Its aim is to facilitate and streamline the preparation of information while optimising processes in the areas of human resources, ﬁ nance, and purchasing. The applications currently dedicated to these three functions will migrate, entirely or in part, to an ERP (integrated management software package). At the end of 2008, TF1 launched an important project called SIGMA. Its aim is to facilitate and streamline the preparation of information while optimising processes in the areas of human resources, ﬁ nance, and purchasing. The Group has also been replacing some or all of the applications currently used in these three functions by the SAP package. The ﬁ rst releases of the new solution were implemented in 2010. In January 2010 the Human Resources module went live in all TF1 group companies, while the new Purchasing-Accounting and Financial Control processes and modules have been in use in seven “pilot” companies in the TF1 group since July 2010. The Finance and Purchasing solution will continue to be rolled out in several Group companies in 2011. With this approach, the aim of process optimisation is to enhance cross- functional capabilities, harmonise the preparation of information, and facilitate the analysis of the data for all the TF1 businesses. PROCESS OF PREPARING AND CONSOLIDATING ACCOUNTS The Accounting and T ax Department has a mission of monitoring and co- ordination, regularly disseminating information to the Group’s accounting staff on developments in the rules and methods for generating the solo and consolidated ﬁ nancial statements of the TF1 group. The tools and processes up-stream of the closing of the accounts guarantee that events are accounted for correctly and according to principles of reality, comprehensiveness, and correct accounting representation. The accounting choices made are validated by the Statutory Auditors prior to quarterly closings and are presented to the Audit Committee. Process for quarterly closing of TF1’s accounts Each quarter, all of the companies in the Group prepare intermediate accounts under IFRS using a structured process and a predetermined timetable. Using the Group’s management applications, quarterly processing enables the accounting teams to validate and then automatically generate book entries in the accounting software, thus ensuring consistency between the results obtained from management and accounting processes. As part of the procedure for closing the TF1 accounts, book entries are jointly analysed and validated by the accounting and Financial Control Departments. Periodically, the management data used for reporting are compared with accounting system data. The Accounts and Tax Division ensures compliance with the process for handling different types of assets in Group accounts. For goodwill and securities recorded on the balance sheet, it impairment indicators for intangible assets and, where necessary, writes down the assets concerned. This is done whenever necessary and at least once a year, based on information provided by the Financial Control and Strategic Planning Division and various operational entities, using the impairment test procedure described in the Appendix to the Group’s ﬁ nancial statements. The value of other assets, such as audiovisual rights, is assessed using criteria which are also described in the Appendix to the Group’s ﬁ nancial statements. This process and its results are validated together with the Statutory Auditors and presented to the Audit Committee.]]></page>
	<page id="66"><![CDATA[REGISTRATION DOCUMENT 2010 64 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report Provisions for litigation and other risks are established based on a risk analysis conducted in consultation with the Finance Division (DGAF), the General Secretariat, the Legal Affairs Division, the Human Resources Department and the operational and functional departments concerned. All items in the balance sheet and income statement are rigorously analysed by comparing them with the year-earlier period. Changes are commented upon, and those comments provide insights into the companies’ businesses. Consolidation process The Consolidation Department consolidates all TF1 group companies at each quarterly closing on the basis of a pre-deﬁ ned scope, schedule and instructions communicated to the Group’s organisations and units and the Statutory Auditors. Since January 1, 2005 the TF1 group accounts have been prepared in compliance with IFRS, which have been adopted by the European Union. Depending on local standards and tax regulations, a parallel treatment of certain transactions is provided in the solo accounts of certain Group subsidiaries. The consolidation tool used throughout the TF1 group is Magnitude, an application used by a large number of listed companies. Magnitude allows for rigorous analysis and control of the account preparation process, which is governed by standard procedures. PROCESS FOR VALIDATING THE ACCOUNTS The quarterly consolidated ﬁ nancial statements are presented to the Chairman and CEO by the Finance Division. At December 31, of each year, the accounts of TF1 and all its subsidiaries are audited by the Statutory Auditors. Each quarter, the consolidated ﬁ nancial statements and the accounts of the main subsidiaries reviewed. Before presentations to the Board of Directors, the Audit Committee reviews the consolidated ﬁ nancial statements and receives a presentation of the conclusions of the Statutory Auditors. Subsequently, the Group accounts are presented and closed by the Board of Directors. In addition, the Audit Committee reviews the proposed announcement of the quarterly results prior to validation by the Board of Directors and release. PROCESS FOR MANAGING FINANCIAL DISCLOSURES Besides the Chairman and CEO, only duly authorised persons may communicate ﬁ nancial information to the market. These include the Executive Vice President for Finance and the staff of the Financial Communications and Investor Relations Department. This department generates the activity summaries of TF1 and its subsidiaries for the Board of Directors. It distributes and communicates ﬁ nancial information on the TF1 group and its strategy through, for example: p management reports of the Board of Directors; p registration documents, quarterly and half-yearly reports; p ﬁ nancial press releases; p presentations for ﬁ nancial analysts and investors. These documents are drawn up according to a structured process which satisﬁ es the requirements concerning ﬁ nancial information, using ﬁ nancial information from the Group’s subsidiaries and departments. Before being distributed, the documents are monitored and approved by the Legal Affairs, Human Resources, Communication, Sustainable Development and Finance Divisions, and in some cases by the Board of Directors. Before being submitted to the AMF in compliance with ITS General Regulation, the registration document is monitored by the Statutory Auditors, who check that the information on the accounts and ﬁ nancial position is consistent with historical data, and who review the entire document. Each subject to be communicated is accompanied by an explanation approved by senior management, updated regularly and acting as a support to relations with the various stakeholders in the market. To guarantee investors equal access to information, the various communications products are also made available in English and distributed through the following channels: p information for an outside audience, once published, is put on line on the www.tf1ﬁ nance.fr website. Anyone desiring this information can also request it from the Financial Communication service and obtain it free of charge; p ﬁ nancial press releases are published in a national business daily, on a mainstream ﬁ nancial website and on the AMF website. As of January 2007 TF1 complies with the European Union’s Transparency Directive covering new reporting obligations; p analysts Meetings and General Meetings are broadcast live and in full on the Internet or by telephone, with no access restrictions. A recording of these Meetings is posted on the Group’s website; p two people from the TF1 group attend Meetings held abroad to ensure that accurate information is delivered with strictly equal access. The documents presented at these Meetings are published promptly on the www.tf1ﬁ nance.fr website.]]></page>
	<page id="67"><![CDATA[REGISTRATION DOCUMENT 2010 65 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Chairman’s report CONCLUSIONS AND OUTLOOK Throughout 2010 TF1 continued to reorganise its key business processes, including rights acquisition and purchasing, to make them more effective and achieve greater cross-functionality among the Group’ s entities. These efforts culminated in a major project to install a shared IT tool for the human resources, ﬁ nance and purchasing functions. Dubbed SIGMA, the project involves teams from the business areas and from the IT and technical functions. The aim is to facilitate and streamline the preparation of information while optimising processes in the areas of human resources, ﬁ nance, and purchasing. In 2010 the Human Resources module went live in all TF1 group companies, while the Finance and Purchasing solution was applied in the so-called pilot entities. Also in 2010, the Group conducted a second campaign to assess the application of internal control procedures across an area that was representative of its sales and costs and the risks inherent in its business areas. The campaign focused on a set of principles common all business areas in the Bouygues Group, as well as those speciﬁ c to TF1’s businesses (broadcasting, acquisitions, programming, inventories, rights purchases, programme grid management, royalties, etc.). TF1 also pursued its risk mapping activities in 2010 by updating, reassessing and prioritising the risks identiﬁ ed in previous years. New risks that could potentially affect the Group’s ability to reach its medium-term objectives were taken on Board, while the processes of administering action plans were incorporated into the company’s management cycle. The Audit Committee was regularly informed of these activities. All these objectives will be pursued with a view to maintaining a dynamic vision of internal control, based above all on the skills, sense of responsibility and involvement of all Group employees.]]></page>
	<page id="68"><![CDATA[REGISTRATION DOCUMENT 2010 66 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Remuneration of the Executive Director of TF1 in 2010 2.3 REMUNERATION OF THE EXECUTIVE DIRECTOR OF TF1 IN 2010 Report on remuneration in accordance with Article L. 225-102-1 and L. 225-37 paragraph 9 of the Commercial Code. This chapter contains the reports required by the Commercial Code as well as the tables recommended in the Code of Corporate Governance issued by AFEP / MEDEF in December 2008 and in the AMF Recommendation of December 22, 2008 on the remuneration of corporate ofﬁ cers of listed companies. 2.3.1 Procedures for determining remuneration for TF1’s Executive Director for 2010 Following consultation with the Remuneration Committee, which takes into account the AFEP / MEDEF recommendations on the remuneration of Executive Directors of listed companies, the Board of Directors determines the criteria for allocating the variable portion and decides on the amount of remuneration to be paid to TF1’s Executive Director. FIXED REMUNERATION AND BENEFITS IN KIND Nonce Paolini The ﬁ xed remuneration paid to Nonce Paolini stands at €700,000 in 2010 and has not changed since his arrival at TF1 on May 22, 2007. Fixed remuneration is determined according to the level and complexity of the person’s responsibilities, his experience in the post and his length of service with the Group, as well as the practices followed by the Group or companies carrying on similar businesses. The in-kind beneﬁ ts received by Nonce Paolini in 2010 remain unchanged, consisting of the use of a company car and the part-time assignment of a personal assistant and a chauffeur / bodyguard. The beneﬁ ts are valued at €5,037. VARIABLE REMUNERATION Nonce Paolini Nonce Paolini’s variable remuneration for 2010 is based on the performance of the TF1 and Bouygues Groups, which is measured on the basis of quantitative and qualitative indicators, namely: p quantitative indicators: − the consolidated net proﬁ t attributable to the Bouygues Group, − the consolidated net proﬁ t attributable to the TF1 Group; p qualitative indicators: a greater importance to qualitative criteria has been granted, on the grounds that the performance of senior managers during an exceptional crisis extends to areas other than simply ﬁ nancial results. These criteria depend both on the duties assigned to the manager and on special situations. The theoretical level of the variable portion has not been changed. By contrast, the Board of Directors decided to review the criterion concerning the increase or decrease in TF1’s consolidated net proﬁ t, compared to the results achieved in the previous year. Depending on their nature, these bonuses are individually weighted and capped. Overall, the variable remuneration corresponding to the aggregate value of these bonuses is capped at 150% of ﬁ xed remuneration. Nonce Paolini’ s variable remuneration for 2010 amounted to €1,050,000. Nonce Paolini’s ﬁ xed and variable remuneration for 2010 for his duties as Chairman and CEO of TF1 totalled €1,750,000. OTHER INFORMATION CONCERNING REMUNERATION AND SUPPLEMENTARY PENSION Nonce Paolini As Nonce Paolini has an employment contract with the parent company Bouygues SA, the amount of ﬁ xed and variable remuneration granted by the TF1 Board of Directors, is re-invoiced to TF1 by Bouygues. In addition to his duties as Chairman and CEO of TF1, Nonce Paolini was given an additional assignment by Bouygues in 2009. The assignment, which began on July  1,  2009, consists in studying technological convergence between the Internet, the media industries and ﬁ xed and mobile telephony, and developing strategies and proposals for managing this convergence. Mr Paolini was paid €290,000 for the assignment in 2010. This amount is not re-invoiced to TF1 because it concerns an assignment for the Bouygues Group. Moreover, under a policy governed by the French Insurance Code, Bouygues offers the members of its Executive Committee a supplementary pension set at 0.92% of the reference salary for each year of membership in the scheme. Nonce Paolini is a member of that committee. The supplementary pension is currently capped at eight times the upper earnings limit for social security contributions. Bouygues re-invoices this supplementary pension to TF1 under a regulated agreement.]]></page>
	<page id="69"><![CDATA[REGISTRATION DOCUMENT 2010 67 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Remuneration of the Executive Director of TF1 in 2010 TABLE 1 – SUMMARY OF REMUNERATION, BENEFITS IN KIND AND STOCK OPTIONS GRANTED TO THE EXECUTIVE DIRECTOR IN 2010 Nonce Paolini – Chairman and CEO since August 1, 2008 (in euros) 2010 2009 Remuneration paid by TF1 for the year (details in Table 2) 1,811,037 1,271,386 Remuneration paid by Bouygues for the year (details in Table 2) 290,000 145,000 Value of options awarded during the year (details in Table 4) 201,916 829,035 Value of performance shares awarded during the year (details in Table 6) 0 0 TOTAL 2,302,953 2,245,421 TABLE 2 – REMUNERATION OF THE EXECUTIVE DIRECTOR Nonce Paolini - Chairman and CEO since August 1, 2008 (in euros) 2010 2009 Amount due Amount paid Amount due Amount paid Fixed remuneration 700,000 700,000 700,000 700,000 Change ---- Variable remuneration 1,050,000 (1) 510,230 510,230 551,530 (2) Change x 2.1 -7.5% % Variable / Fixed 150% 73% Cap 150% 150% Other remuneration (3) 290,000 290,000 145,000 145,000 Directors’ fees (4) 56,000 56,000 55,696 55,696 Benefits in kind 5,037 5,037 5,460 5,460 TOTAL 2,101,037 1,561,267 1,416,386 1,457,686 (1) The variable remuneration paid in March 2011 to Nonce Paolini for his service as CEO in 2010 is €1,050,000 (150% of fixed r emuneration), reflecting the performance of TF1. (2) As CEO of the TF1 group from January 1 st to July 31, 2008 and as Chairman and CEO from August 1 st to December 31, 2008. The variable remuneration for 2008 paid in March 2009 was €551,530, 47.47% less than the possible maximum (150% of fixed remune ration), reflecting the performance of TF1. (3) Remuneration paid for the assignment on technological convergence. This remuneration is paid directly by Bouygues. The preceding information is provided in accordance with Article L. 225-102-1, paragraph 2 of the Commercial Code (remuneration paid by companies that exercise control or by controlled companies). (4) In 2009, this comprised €18,500 for TF1, €25,000 for Bouygues, and €12,196 for Bouygues Telecom. In 2010 this comprised €18,500 for TF1, €25,000 for Bouygues, and €12,500 for Bouygues Telecom. TABLE 3 – DIRECTORS’ FEES AND OTHER REMUNERATION RECEIVED BY NON EXECUTIVE DIRECTORS The Combined Annual General Meeting of April  23,  2003 set the total amount of Directors’ fees payable to the corporate ofﬁ cers and Directors of TF1 at €350,000 annually, leaving it the Board of Directors to determine how this amount should be allocated. Directors’ fees for 2010 were allocated as follows: p to Directors: the theoretical fee for each Director is €18,500 per year, of which half is allocated on the basis of his or her responsibility, and half on the basis of the attendance at Board Meetings; p to committee members: − Audit Committee: €2,250 per quarter to each member, − Remuneration Committee: €1,350 per quarter to each member, − Selection Committee: €1,350 per quarter to each member. Not all of the €350,000 available for Directors’ fees was used in 2010. Directors’ fees totalling €240,786 were paid to Directors, as indicated below. DIRECTORS’ FEES PAID TO THE EXECUTIVE DIRECTOR Amounts paid in 2010 Amounts paid in 2009 Nonce Paolini €56,000 (1) €55,696 (2) TOTAL €56,000 €55,696 (1) Comprises €18,500 paid by TF1, €25,000 by Bouygues, and €12,500 by Bouygues Telecom. (2) Comprises €18,500 paid by TF1, €25,000 paid by Bouygues and €12,196 paid by Bouygues Telecom.]]></page>
	<page id="70"><![CDATA[REGISTRATION DOCUMENT 2010 68 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Remuneration of the Executive Director of TF1 in 2010 DIRECTORS’ FEES AND OTHER REMUNERATION PAID TO NON-EXECUTIVE DIRECTORS Non-Executive Directors Amounts paid in 2010 Amounts paid in 2009 BARBIZET Patricia €30,587 €32,900 BERDA Claude (1) €18,500 - BOUYGUES Martin €23,900 €23,900 BOUYGUES Olivier €11,562 €18,500 DANON Laurence (2) €9,250 - LE LAY Patrick (3) - €18,500 MARIEN Philippe €32,900 €32,225 PELISSON Gilles €13,875 €16,650 PERNAUT Jean Pierre (4) (representing employees) €16,187 €15,262 PETTON Céline (4) (representing employees) €18,500 €18,500 POUYAT Alain €23,900 €23,900 ROUSSAT Olivier €18,500 €15,250 SABAN Haim (5) €4,625 €17,575 TOTAL €222,286 €233,162 (1) Appointed as a Director on the recommendation of the Board of Directors (Board Meeting February 17, 2010). (2) Appointed as a Director on the recommendation of the Board of Directors (Board Meeting July 22, 2010). (3) Resigned on December 20, 2009. (4) Directors’ fees due to employee representatives were paid to two trade unions: CFTC (€16,187) and FO (€18,500). (5) Resigned on April 27, 2010. The remuneration received in 2010 by Martin Bouygues and Olivier Bouygues is mentioned in Bouygues’ registration document. The salaried Directors, Jean-Pierre Pernaut and Céline Petton, received no exceptional remuneration in consideration of their corporate ofﬁ ce in TF1. 2.3.2 Stock options and performance shares in 2010 Presentation required by Articles L. 225-184 and L. 225-197-4 of the Commercial Code This chapter contains the reports required under the Commercial Code. It also includes the tables recommended by the AFEP / MEDEF Corporate Governance Code of December 2008 and by the AMF Recommendation of December 22, 2008 on the information to be provided in registration documents concerning the remuneration of corporate ofﬁ cers. The Board of Directors awarded no stock options or performance shares in 2010. PRINCIPLES AND RULES FOR GRANTING STOCK OPTIONS AND BONUS SHARES The 15 th   resolution of the Combined Annual General Meeting on April 17, 2008 authorised the Board of Directors on one or more occasions to allot bonus shares, whether in existence or to be issued in the future. This authorisation was given for a period of thirty-eight months and requires the beneﬁ ciaries of these shares to be employees and / or corporate ofﬁ cers of TF1 or companies related to it. To that end, the General Meeting delegated powers to the Board of Directors to set rules for grants of bonus shares. GENERAL RULES APPLICABLE TO GRANTS OF STOCK OPTIONS AND BONUS SHARES It should be noted that: p stock options or bonus shares are granted to attract senior executives and employees and thereby to secure their loyalty, reward them and give them a medium- and long-term interest in the company’s development, in the light of their contribution to value creation; p more than 150 employees beneﬁ t from each plan. The beneﬁ ciaries are selected and individual grants are decided upon in accordance with each beneﬁ ciary’s responsibility and performance, with particular attention paid to potential high-ﬂ yers; p no discount is applied to grants of options and shares; p a rule has been set that prohibits employees from exercising their options or selling option shares in the ﬁ fteen calendar days leading up to the TF1 Board of Directors Meetings that approve the quarterly, half-year and full-year ﬁ nancial statements, or during the two trading days following such Meetings.]]></page>
	<page id="71"><![CDATA[REGISTRATION DOCUMENT 2010 69 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Remuneration of the Executive Director of TF1 in 2010 SPECIFIC RULES APPLICABLE TO CORPORATE OFFICERS The Board of Directors has incorporated the following AFEP / MEDEF recommendations into its rules of procedure: p stock options or bonus shares are not granted to senior executives upon leaving the company; p hedging the risk relating to the exercise of stock options or the sale of bonus shares is forbidden; p executives are obliged to retain a certain number of bonus shares or option shares until their term of ofﬁ ce expires. This provision was applied for the ﬁ rst time to stock options granted in 2009. The Board decided to set the proportion of option shares that Directors would be required to retain throughout their term of ofﬁ ce at 25% (after selling the number of shares necessary to cover the cost of option exercise and paying any related taxes or social charges). GENERAL INFORMATION: CHARACTERISTICS OF STOCK OPTIONS All the stock options granted by the Board of Directors have the following characteristics: p exercise price: average of the opening prices quoted on the 20 trading days prior to the option grant, with no discount; p validity period: seven years as from the date the options are granted; p lock-up period: three years following the date the options are granted (negotiable from the fourth anniversary); p exercise period: during the four-year period after the lock-up expires; p automatic cancellation if the employment contract or corporate ofﬁ ce is terminated, unless given special authorisation or in the event of disability, departure or retirement. STOCK OPTIONS GRANTED TO OR EXERCISED BY THE EXECUTIVE DIRECTOR AND SALARIED DIRECTORS IN 2010 No TF1 options were granted in 2010. TABLE 4 – OPTIONS GRANTED TO THE EXECUTIVE DIRECTOR OPTIONS TO SUBSCRIBE OR PURCHASE SHARES GRANTED DURING THE YEAR TO THE EXECUTIVE DIRECTOR BY THE ISSUER AND BY ANY GROUP COMPANY Name of Executive Director Plan number and date Nature of options (purchase or subscription) Valuation of options according to method used in consolidated financial statements Number of options granted during the year Exercise price Exercise price Nonce Paolini Plan Bouygues Date of Board Meeting: 01/06/2010 Grant date: 30/06/2010 Subscription €1.5532 €130,000 €34.52 June 30, 2014 to December 30, 2017 TOTAL €201,916 €130,000 TABLE 5 – OPTIONS EXERCISED BY THE EXECUTIVE DIRECTOR OF TF1 IN 2010 No options were exercised by the Executive Director of TF1 in 2010. PERFORMANCE SHARES TABLE 6 – PERFORMANCES SHARES ALLOTTED TO THE EXECUTIVE DIRECTOR No performance shares were granted by the company in 2010. TABLE 7 – PERFORMANCE SHARES THAT BECAME AVAILABLE TO THE EXECUTIVE DIRECTOR DURING THE YEAR No performance shares became available the Executive Director, Nonce Paolini, since none have been granted to him.]]></page>
	<page id="72"><![CDATA[REGISTRATION DOCUMENT 2010 70 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Remuneration of the Executive Director of TF1 in 2010 TABLE 8 - STOCK OPTION ALLOCATION HISTORY Plan n° 8 Plan n° 10 Plan n° 11 Date of General Meeting 23/04/2002 17/04/2007 17/04/2008 Date of Board Meeting 31/08/2004 20/02/2008 18/02/2009 Grant date 16/09/2004 20/03/2008 20/03/2009 Total options granted €1,008,000 €2,000,000 €2,000,000 to corporate officers 0 €56,000 €56,000 Paolini Nonce 0 €50,000 €50,000 Pernaut Jean-Pierre 0 €6,000 €6,000 to the 10 employees receiving the highest grants €100,000 €340,000 €340,000 Options exercisable beginning 16/09/2007 20/03/2011 20/03/2012 Expiry date 16/09/2011 20/03/2015 20/03/2016 Subscription/purchase price €23.46 €15.35 €5.98 Exercise rules Exercisable on 3 rd anniversary. Negotiable on 4 th anniversary Number of shares subscribed as of 31/12/2010 0 0 0 Total number of cancelled or lapsed options €127,500 €141,500 €180,103 Options outstanding at the end of the year €880,500 €1,858,500 €1,819,897 The above options are currently the only instruments issued by TF1 that have a potentially dilutive effect. In view of the average TF1 share price in 2010, a dilutive impact has been taken into account for plan no. 11. Earlier matured plans: p plan no. 1 lapsed on October 10, 2002; p plan no. 2 lapsed on April 8, 2004; p plan no. 3 lapsed on March 18, 2005; p plan no. 4 lapsed on September 20, 2006; p plan no. 5 lapsed on December 6, 2007; p plan no. 6 lapsed on December 11, 2008; p •plan no. 7 lapsed on March 12, 2010. PLAN NO. 9: BONUS SHARE ALLOTMENT PLAN p Date of General Meeting April 12, 2005 p Date of Board Meeting February 21, 2006 p Provisional allotment date March 8, 2006 p Vesting date March 31, 2008 p End of lock-up period for shares acquired under the plan March 31, 2010 Nature of shares: existing shares p Number of bonus shares allotted on inception: 445,725 − with no conditions other than being a Group employee on March 31, 2008 191,025 − subject to performance-related and market-related conditions 254,700 p Number of shares allotted: 176,400 − with no conditions other than being a Group employee on March 31, 2008 176,400 number of which can be subscribed or purchased by executive Directors (1) 82,500 to 10 employees receiving the most shares 42,375 − subject to performance-related and market-related conditions 0 p Number of bonuses shares held at December 31, 2010: 44,775 The vesting period ran from March 8, 2006 to March 31, 2008 and the holding period from April 1, 2008 to March 31, 2010. Grante es can sell their shares as from April 1, 2010. (1) The corporate ofﬁ cers concerned by this bonus share plan were Patrick Le Lay, Etienne Mougeotte and Claude Cohen.]]></page>
	<page id="73"><![CDATA[REGISTRATION DOCUMENT 2010 71 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Remuneration of the Executive Director of TF1 in 2010 TABLE 9 – STOCK OPTIONS GRANTED TO OR EXERCISED BY THE TEN TF1 EMPLOYEES (NON-CORPORATE OFFICERS) RECEIVING THE HIGHEST GRANTS IN 2010 No TF1 stock options were granted or exercised in 2010 by employees not holding a corporate ofﬁ ce at TF1. TABLE 10 – OTHER INFORMATION CONCERNING THE EXECUTIVE DIRECTOR Employment contract (1) Supplementary pension plan (see § 1.3) (2) Remuneration or benefits due or likely to be due in connection with relinquishing or changing post (3) Remuneration related to a non-compete clause Yes No Yes No Yes No Yes No Nonce Paolini – Chairman and CEO since 01/08/2008 X X X X (1) Nonce Paolini has an employment contract with Bouygues SA, not TF1 SA (2) The annual supplementary pension entitlement, i.e. 0.92% of the reference salary for each year of scheme membership, is capped at eight times the annual upper limit for social security contributions (currently €282,816). Note that the Bouygues Group does not have to set aside a provision for the supplementary scheme, which takes the form of an insurance policy taken out with an insurer outside the Group. The annual supplementary pension has been brought within the scope of the regulatory agreement procedure. (3) Golden parachutes: neither the company nor its subsidiaries have made any commitment or promise to award severance pay either for the Executive Director or for salaried Directors. Since the Executive Director has an employment contract with the parent company, he is subject to the collective bargaining agreement for construction company executives in the Paris region. Nonce Paolini is entitled to the remuneration provided for under that agreement if his employment contract is terminated by Bouygues SA.]]></page>
	<page id="74"><![CDATA[REGISTRATION DOCUMENT 2010 72 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Risk factors 2.4 RISK FACTORS The risk factors presented in this chapter are the following: p operational risks − risk of losing key programmes, − risk of non-reimbursement of advances paid, − risks related to the economic crisis; p industrial and environmental risks − industrial risks related to TF1 programme broadcasting: risk of signal transmission interruption and non-execution risk, − competition risks, • risks related to the growth of Digital Terrestrial Television and the development of Internet, • risk related to the transition to digital transmission; p legal risks − risks related to regulation: authorisation to transmit and CSA sanctioning power, − risks related to the review of the France Télévisions advertising ban, − risks related to the rights of individuals (privacy, slander, libel), −risks related to intellectual property rights (copyright, related rights), − risks related to certain reality TV shows, − risks related to competition rights, −process of acquiring 100% of NT1 and Groupe  AB’s 40% shareholding in TMC; p credit and/or counterparty risk; p financial risks − liquidity risk, − market risk. 2.4.1 Operational risks RISK OF LOSING KEY PROGRAMMES Thanks to the talent of its creative staff and its privileged, long- standing relations with French and foreign producers, TF1 has always presented superior programming. The expertise of the channel’s teams in programming and communication enable TF1 to highlight its key programmes. All these factors considerably reduce the risk that TF1 will lose these programmes, which would result in smaller audiences and, in the pay television ﬁ eld, strained relations with the distributors of channels in a market that is increasingly limited to a handful of players. Although the level of advertising revenue is correlated with a channel’s viewership and audience share, the relationship is not linear. A one- point decrease or increase in audience share does not necessarily result in an equivalent variation in advertising market share or gross or net advertising sales. RISK OF NON-REIMBURSEMENT OF ADVANCES PAID TF1 enters into long-term contractual agreements for major events (for example, the World Cups of football and rugby) that require advance payment of broadcasting rights. TF1 is thus exposed to the risk that such advances will not be reimbursed if the event is totally or partially cancelled because of force majeure. TF1 negotiates clauses covering the reimbursement of advances, and whenever possible considers the advisability of hedging this risk. RISKS RELATED TO THE ECONOMIC CRISIS TF1, like the rest of the global economy, was affected by the 2009 economic crisis. To soften the impact of any future shocks to the economy and to be able to react even more effectively in the event of another downturn, the Group has reorganised, introduced new processes, made part of its costs variable, and adapted its business model. In 2010, the Group continued efforts in the area of programming costs and purchasing policy, in particular by better matching its rights acquisitions with its needs based on its conﬁ rmed audience. RISK MANAGEMENT POLICY The TF1 group has put in place systems for monitoring and controlling risk across all the Group’s activities. These risk management policies are detailed in the report of the Chairman on Corporate Governance and Internal Control in section 2.2.2.]]></page>
	<page id="75"><![CDATA[REGISTRATION DOCUMENT 2010 73 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Risk factors With regard to operational risk, the TF1 group carries: p Civil liability insurance covering the consequences of TF1 or its current or future subsidiaries’ being found liable for damages caused to third parties. The amount of coverage is based on the risks incurred. p Property damage insurance covering TF1 and its current and future subsidiaries in France and abroad, wherever the TF1 group conducts activities. This policy covers material damages to TF1 group assets in an amount usually equal to the insured assets’ value. The policies provide coverage for events involving acts of terrorism. The Legal Affairs Division takes out policies with major insurance companies for the TF1 group. The deductible for each of these policies has been set according to the risks incurred and the premium reductions offered to optimise the overall cost of covering the Group’s risks. 2.4.2 Industrial and environmental risks INDUSTRIAL RISKS TF1 PROGRAMME BROADCASTING – RISK OF SIGNAL TRANSMISSION INTERRUPTION AND NON-EXECUTION RISK TF1’s programmes are currently broadcast to French homes by: pradio waves via TDF’s 68 main transmission sites and 2,492 retransmission stations in the regions where the transition to all-digital is planned for 2011; p non-scrambled satellite via a Eutelsat Atlantic Bird 3 transponder operated by Globecast; p radio waves in free standard deﬁ nition DTT via the 123 main and 892  secondary transmission sites operated by TDF, TowerCast, OneCast, and ITAS TIM; p radio waves in free High Deﬁ nition DTT via the 71 main transmission sites operated by TDF, TowerCast, OneCast and ITAS TIM; p satellite in free-view digital on the Astra 1 position from SES in the DTT SAT offering, and on Eutelsat’s Atlantic Bird 3 in FRANSAT’s offering; p cable (the “must-carry analogue” obligation at the cable operators’ expense) in SECAM analogue; p cable in standard deﬁ nition digital; p satellite in standard deﬁ nition digital in the packages offered by CanalSatellite (SES Astra 1) and AB (Eutelsat AB3); p ADSL and ﬁ bre-optic cable in standard deﬁ nition digital via all Internet access providers: Orange, Free, SFR, Bouygues Telecom and Darty; p cable, satellite, and ADSL in High Deﬁ nition digital via a growing number of networks; TDF is by far the leading national TV signal transmission operator, with a network and technical resources currently unmatched by any other company. TF1 is therefore dependent on TDF for signal transmission. Despite the emergence of alternative transmission operators, TF1 cannot do without TDF’s broadcasting facilities. As a consequence, if the TDF network breaks down, TF1 cannot switch to other terrestrial transmission systems to provide quick and economical coverage of its full broadcast area. Multi-platform radio wave transmission (analogue, SD DTT, and HD DTT) will gradually reduce the impact of any failures, since these networks are not connected to each other and have separate staffs. Broadcasting sites are generally reliable because of the redundancy of broadcast transmitters. However, incidents can occur with the antenna system (antenna, wave guides and frequency multiplexers), and the power supply is not under TDF’s control (responsibility of EDF). There have been disruptions of TF1 signal transmissions for technical reasons such as transmitter failures or power outages. The contract penalties are not commensurate with potential operating losses to TF1 during these incidents (including loss of audience, damage to TF1’s image, reductions demanded by advertisers, loss of merchandising rights, etc.). Furthermore, the current labour climate brings a risk of malicious actions that could have an impact on TF1’s broadcasting. There have been several minor interruptions of service at transmission sites in the past. The loss that TF1 could incur in the event of a transmitter failure is proportional to the number of television viewers served by the transmitter. A failure in the Paris region (10 million viewers) could have serious economic repercussions. For this reason, TF1 has negotiated an agreement for its digital transmissions requiring TDF to intervene very quickly in the event of a failure, and it has requested reinforced back-up measures. Since analogue transmission is being phased out and will end entirely at the end of 2011, equivalent measures are applied only in the case of the analogue transmitter at the Eiffel Tower, the most strategic for TF1’s analogue broadcasting, which shut down on March 8, 2011.]]></page>
	<page id="76"><![CDATA[REGISTRATION DOCUMENT 2010 74 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Risk factors Additionally: p with the continued phase-out of analogue broadcasting in 2011, new risks are going to arise: ﬁ rst, in high-density population areas (the Paris region, for example), with possible consequences for apartment buildings, and second, in mountainous regions, where there is a risk with regard to the rate of dish antenna installation owing to the lack of digital capability at sites formerly providing analogue coverage to very small areas. Also, TDF’s limited capacity to switch second-tier sites from analogue to digital could result in transmission outages lasting several days. pthe reallocation of frequencies with the deployment of new multiplexers (R7 and R8, for example) could have an impact on existing multiplexers and cause local disturbances in our networks. p the transition to fully digital infrastructures (PNS2 – Process News and Sport 2) could result in problems that need to be taken into account when they affect prime-time programming. INDUSTRIAL RISK MANAGEMENT POLICIES The “Réagir” Committee created in 2003 continues to work on monitoring and preventing the major risks associated with the Group’s key processes. It also updates and regularly tests rapid recovery plans that may be triggered when an exceptional event results in an interruption in signal transmission or loss of access to the TF1 building. A secure external backup site set up in 2007 is operational for programme transmission, the production of newscasts (TF1 and LCI), and the preparation of advertising spots for the TF1 channel. The company’s vital functions are included in the security plan through an alert and activity- resumption process. Besides real-time security, numerous areas such as accounting, treasury, payroll, Eurosport, e-tf1 and the IT are protected by multiple-level security systems. Procedures are tested periodically so that the system can be adjusted, if necessary. Broadcasting continuity is ensured 24/7, and an operations simulation is performed every month. In 2010, seventy people in the company took part in a daylong simulation to test the back-up site. This exercise showed that it was possible to resume TV newscasts, ensure broadcast continuity and transmit advertising in conditions as complex as the normal situation. The new news production system (le PNS2 – Process News and Sport 2) has been installed at the back-up site to ensure that current stories are always available. The “Réagir” plan was implemented twice in 2010 for incidents having no direct impact on the broadcast channel. As with operational risks, TF1 carries insurance (both civil liability and property damage) that covers some of the risks mentioned above. COMPETITION RISKS RISKS RELATED TO THE GROWTH IN DIGITAL TERRESTRIAL TELEVISION AND TO THE DEVELOPMENT OF INTERNET (Source: Médiamétrie) The TF1 group operates in a constantly evolving competitive environment in which changes have been accelerated by: p the development of digital terrestrial television (DTT); and p the gradual evolution in entertainment consumption behaviour due to the development of Web-based media, whose revenues will grow in coming years, in part from below-the-line budgets and whose non-linear television consumption should grow at the expense of part of our pay-television activities (pre-packaged programs). The launch of DTT in March 2005 marked the end of a television landscape in which access to freeview terrestrial television was limited owing to the small number of six broadcasters with an analogue broadcasting licence. The deployment of DTT has brought new channels and split the television audience among a larger number of players. The audiovisual landscape is changing rapidly. In January 2007, 40% of French households received multi-channel offerings; by the end of December 2010, that ﬁ gure had risen to 98% (93% for the entire year of 2009). With this growth in free television offerings, it would be normal to expect TF1’s audience share to decline. However, the channel’s audience has held relatively stable: while multi-channel offerings have increased by a factor of three in ﬁ ve years, TF1’s audience share for people four years of age or older declined from 31.8% in 2004 to 24.5% in 2010, or 7.3 points. Meanwhile, DTT’s aggregate market share increased from 5.8% in 2007 to 19.7% in 2010, or 13.9 points. TF1 is the only channel that continues to attract an audience of more than nine million viewers, and it also had 97 of the 100 most-watched shows in 2010. The risk of audience fragmentation facing TF1 will be reduced by TF1’s move into DTT with the acquisition of full ownership of TMC and NT1.]]></page>
	<page id="77"><![CDATA[REGISTRATION DOCUMENT 2010 75 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Risk factors At the present time, there are no governmental, legal or arbitration procedures, or other procedures of which the company is aware that are pending or that threaten it that could have or have had over the past twelve months a material impact on the ﬁ nancial situation or the proﬁ tability of the company / Group. REGULATION RISK AUTHORISATION TO TRANSMIT AND CSA (FRENCH AUDIOVISUAL INDUSTRY REGULATOR) ENFORCEMENT POWER TF1 is a licensed audiovisual communications service. The company’s initial authorisation to use frequencies for a period of 10 years starting April 4, 1987 (Act of September 30, 1986) expired in 1997. Based on decision 96-614 of September 17, 1996, the channel received an initial ﬁ ve-year renewal of this authorisation, without a call for bids, effective April 16, 1997. The TF1 channel’s broadcast authorisation was automatically renewed by the CSA for the period 2002-2007 on November 20, 2001. Under the provisions of Article 82 of the amended Act of September 30, 1986, this authorisation could be automatically extended to 2012 on account of the simulcasting of the freeview digital terrestrial channel. In a decision dated June 10, 2003, the CSA modiﬁ ed the TF1 authorisation and its agreement to include the provisions relating to DTT broadcasting of the programming. A law passed on March 5, 2007 aimed at modernising future audiovisual broadcasting included two automatic ﬁ ve-year extensions of TF1’s authorisation. The ﬁ rst is compensation for the early termination of analogue broadcasting on November  30,  2011, on condition the channel is a member of a public interest Group implementing the measures necessary for such termination. The second extension is on account of the channel’s commitment to provide DTT coverage to 95% of the French population. It should be noted that the TF1 group must meet a variety of general obligations regarding broadcasting and investment in production, either because of its Terms of Reference or regulations applicable to its activity. A change to the regulations could add to current constraints on TF1, with a possible negative impact on the company’s proﬁ tability. If TF1 fails to meet its contractual obligations, the CSA can, after giving formal notice, impose one of the penalties set forth in Article 42-1 of the Act of September 30, 1986, i.e. ﬁ nes; a temporary ban (not to exceed one month) on publishing, broadcasting, distribution of service, a category of programming, a part of the programming, or one or more advertising slots; or the reduction of its broadcast authorisation period by up to one year. RISK RELATED TO THE REVIEW OF THE FRANCE TÉLÉVISIONS ADVERTISING BAN Article 53 of the Act of September 30, 1986 calls for a complete end to advertising on France Télévisions, the public service broadcaster, in 2012. An amendment to this article in the 2011 Finance Act deferred the ban until January 1, 2016. In exchange for this postponement, the tax paid by the channels to make up the deﬁ cit of France Télévisions was lowered to 0.5% of their revenues, a rate that will apply until January 1, 2016. It is important to note in this regard the economic risk to which television channels are exposed owing to the introduction of new taxes like the tax on advertising investments on the Internet. Thus, the recently adopted increase in the VAT on triple-play operators could have an impact on future negotiations between pay-television distribution platforms and the Group’s theme channels. 2.4.3 Legal risks TF1 AND FREEVIEW DTT AUDIENCE SHARES – MULTI-CHANNEL INITIALISATION – INDIVIDUALS AGED 4 AND OVER (%) 2004 2005 2006 2007 2008 2009 2010 27% 31% 36% 50% 69% 83% 93% 31.8 32.3 31.6 30.7 27.2 26.1 24.5 5.8 11.1 15.2 19.7 Multi-channel initialisation TF1 audience share Freeview DTT audience share With leisure time spent on entertainment – including television media – steadily increasing, the Group has consolidated TF1’s leadership position by limiting the impact of these changes on viewership in three ways: by airing appealing programmes, by becoming a major DTT player with TMC (the DTT leader in 2010) and NT1, and by establishing TF1.fr as the leading French media website. In addition, TF1 is presented on the connected television market with reasonable investments by signing partnerships with manufacturers. RISK RELATED TO THE TRANSITION TO DIGITAL TRANSMISSION One risk related to the competitive environment is the reallocation of frequencies to new players (e.g. reallocation to broadcasting of some bandwidth from the digital dividend). Also, the formal notice from the European Commission to France creates some uncertainly concerning the allocation of compensatory channels to incumbent broadcasters once analogue broadcasting has entirely ended. This notice could result in a freeze on compensatory channels or in making the allocation of these new channels contingent on a bidding process.]]></page>
	<page id="78"><![CDATA[REGISTRATION DOCUMENT 2010 76 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Risk factors RISKS RELATED TO THE RIGHTS OF INDIVIDUALS (PRIVACY, SLANDER, LIBEL) No case currently in progress presents a major ﬁ nancial risk for TF1. RISKS RELATED TO INTELLECTUAL PROPERTY (COPYRIGHT, RELATED RIGHTS) After a lawsuit was brought against TF1 in 2007 by the SPPF, a non- commercial partnership of record producers, TF1 was sued by a second such partnership, the SCPP , in June 2008. These organisations dispute TF1’s right to use recordings under the legal licence instituted in French law in 1985 and have demanded compensation for alleged damages in the period 1997 to 2005 (€33 million for SPPF and €57 million for SCCP). In connection with these lawsuits, TF1 has asked the SPRE to reimburse the sums paid to it during this period in accordance with the legal licence and has brought third-party proceedings with audiovisual producers. Negotiations with all the organisations of this sector started in 2007, continued in 2008, and were completed in 2009. The agreements signed as a result of these negotiations are intended both to settle past disputes on terms consistent with the provisions appearing in the ﬁ nancial statements and to agree on new arrangements for the future. The agreements, which pertain to legal licensing plus exclusive rights, cover all use of commercial music made in TF1 programmes (with the exception of music used in advertisements, ﬁ lms, audiovisual works, and videos, which were excluded from the negotiations from the outset). The agreements also cover music used on the other Group channels, both for linear broadcasting and for non-linear broadcasting in the form of catch-up television. These agreements have been extended for one year, as from January 1, 2011. The TF1 group has been the victim of pirating of content on which it has rights. Legal action was taken in 2008 to put a stop to it and to claim damages from media such as Dailymotion and YouTube. These cases were originally brought before the Paris commercial court, but have been transferred to the Paris magistrates’ court, which under amended laws is now the only court with jurisdiction over copyright violations. The TF1 group was obliged to update its claims in these two cases, as the alleged violations continued after the writs were issued. No rulings are expected before the end of 2011. The TF1 group also took legal action against the website Wizzgo, which offered an online video copying service. On 25 November 2008 that service was held to be illegal by the Paris magistrates’ court. Wizzgo appealed that decision, before being placed in liquidation on January 22, 2009. The companies of the TF1 group ﬁ led their submission of claims with the liquidator in April 2009. TF1 International, which on September 17, 2009 became TF1 Droits Audiovisuels, has sued the US producer On My Own. TF1 Droits Audiovisuels contends that the version of the ﬁ lm “Miracle at Santa Anna” delivered to it did not comply with the provisions of the deal memo signed with the producer in October 2007. The company thus asked the Paris commercial court to cancel the deal memo for noncompliant delivery by On My Own, and it demanded €3 million in damages. On My Own and Spike Lee (the ﬁ lmmaker) then sued TF1 Droits Audiovisuels in the Paris magistrates’ court for non-performance of the deal memo, demanding payment of the €7.3 million stipulated in the memo, plus damages. Both lawsuits have now been referred to the Paris magistrates’ court. The parties are pleading their cases, and the court is expected to hand down its ruling at the end of the ﬁ rst half of 2011. RISKS RELATED TO CERTAIN REALITY TV SHOWS Glem, which on  January  1, 2009 became TF1 Production, TF1’s audiovisual production subsidiary, is the defendant in a number of legal proceedings concerning the programme Île de la Tentation. The plaintiffs are seeking not only to convert the “participation contracts” into “work contracts”, but also to be recognised as “actors”. In 2008, differing rulings were handed down in these cases. In three of them, the Paris appeals court ruled on February 11, 2008 that three contestants in the programme were salaried employees of the producer, Glem, but said they did not qualify for actor’s status. In its decision of December 22, 2008, the Saint Étienne industrial tribunal held that no work contract existed. Glem then appealed the three decisions that agreed the participants were salaried employees. In a ruling on June 3, 2009, the Court of Cassation held that there had indeed been a work contract, but it rejected the appeals court’s ﬁ nding that there was concealed employment, as intent of concealment had not been proven. The industrial tribunal of Boulogne Billancourt has also heard other suits brought by contestant in other seasons of Île de la Tentation. There are also suits targeting other programmes for which TF1 has acquired the rights from external producers, such as Koh Lanta. Some of the plaintiffs have named the channel TF1 (the purchaser of the broadcasting rights), along with the producer of the programme, as possible “co-employers”. This tribunal has either (i) ruled against the producer, but awarded relatively modest sums (about €1,000 per plaintiff), while rejecting the claims of “concealed employment”; or (ii) referred the cases to arbitration. However, there have been no adverse rulings against TF1 SA. In decisions issued on September 15, 2009, the tribunal decided the cases involving Koh Lanta in the same way as it had Île de la Tentation, while ordering one of the plaintiffs, who had been declared the winner, to repay TF1 the money he had received.]]></page>
	<page id="79"><![CDATA[REGISTRATION DOCUMENT 2010 77 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Risk factors Several plaintiffs were dissatisﬁ ed with the monetary damages awarded in the initial judgements and ﬁ led appeals. The Versailles appeals court, under the terms of the November 9, 2010 judgements, assessed only the claims of contestants whose “employee” suit was time-barred, but awarded them damages for the harm they allegedly suffered because of the way in which the programme was recorded. TF1 Production has decided to appeal the decision. The court is expected to hand down its initial rulings in the ﬁ rst half of 2011 concerning the contestants whose “employee” suit is not time-barred. As far as the TF1 group is concerned, its subsidiary TF1 Production is not specialised in reality TV (even though it has produced Ile de la Tentation and Greg le Millionnaire), but in studio-based entertainment programmes, magazine programmes and drama. Although the ﬁ nancial impact of these cases is not non-existent, it remains relatively small with regard to these latest decisions. The rulings awaited in cases of contestants whose “employee” suits are not time-barred should provide a clearer indication of the ﬁ nancial impact. However, given the current trend in judicial practice, the industry may be obliged to reconsider the conditions under which these reality shows are produced, and this could affect the cost of these shows. RISKS RELATED TO COMPETITION RIGHTS It will be recalled that on January 12, 2009, TF1 received a statement of complaint from the French competition authority relating to practices in the pay television sector. A complaint was upheld against TF1 SA for anti-competitive practices regarding the exclusive distribution of some of its themed pay channels. In a ruling on November 16, 2010, the Competition Authority rejected the complaint for anti-competitive practice on the ground that the decision to authorise the CERES operation, whereby TF1 had granted this exclusivity, constituted a vested interest for the parties. Nevertheless, the Competition Authority decided to refer a number of points to its investigative ofﬁ ces: p the deﬁ nition of the relevant ﬁ bre-optic and catch-up television markets; p a determination as to whether such exclusive agreements can have the cumulative effect of locking up the pay television market. It should be noted that France Telecom has appealed this decision. This is the context in which the conditions for continuing the distribution of the TF1 group’s theme channels by pay-television distributors after December 31, 2011 are going to come up. PROCESS OF ACQUIRING 100% OF NT1 AND GROUPE AB’S 40% STAKE IN TMC The TF1 group and Groupe AB signed an agreement on June 11, 2009 for the acquisition by TF1 of 100% of NT1 and Groupe AB’s 40% stake in TMC. The French Competition Authority approved the deal on January  26,  2010 on condition that TF1 complied with certain «behavioural commitments». COMMITMENTS MADE BY TF1 The Competition Authority ruled on January 26, 2010 that the deal would strengthen TF1’s position in the markets for rights and advertising. To remedy the identiﬁ ed risks to competition, TF1 made a number of substantial commitments to the Competition Authority. The commitments were made as from the date of the Authority’ s decision to approve the deal, and they are to be implemented as of the formal notiﬁ cation of the decision. They are made for a ﬁ ve-year period and may be reviewed at TF1’s request or at the behest of the Authority in the event of a substantial change in the de jure or de facto circumstances prevailing when the Authority made its decision. The commitments with regard to rights and audiences are aimed at facilitating the circulation of rights for the beneﬁ t of competing channels and to limit the rebroadcasting of programmes to no more than two non- scrambled channels. TF1 has also undertaken not to engage in any form of cross-promotion on TF1 of programmes aired on the acquired channels. In the advertising market, these measures are intended to keep TF1’s offer of advertising space independent from that of TMC and NT1. TF1 has undertaken in particular not to engage in any form of coupling, subordination, rebates or quid pro quos between the advertising space on TF1 and that on TMC and NT1. It has also promised that TMC and NT1’s advertising space would be marketed independently by a different company from the one that manages TF1’s advertising offer. An independent, authorised representative of the Competition Authority, ensures that these commitments are met. The commitments have been posted on the Competition Authority’s website at http://www.autoritedelaconcurrence.fr/pdf/engag/10DCC11 engagementsversionpublication.pdf. Failure to abide by these commitments can result in the imposition of the penalties speciﬁ ed in Article L. 430-8 of the Commercial Code. The French audiovisual industry regulator (CSA) reviewed the acquisition to determine whether it complied with the Freedom of Communication Act of September 30, 1986. The CSA concluded that it did comply with the rules restricting concentration in the digital terrestrial television (DTT) market and obtained from TF1 commitments to ensure pluralism and programming diversity for the beneﬁ t of television viewers: p some of the commitments made to the Competition Authority will be included in the channels’ agreements for the same duration (no cross-promotion; limitation of the rebroadcast of certain programmes already shown on TF1 to one of the two channels; no bidding for sports broadcasting rights for more than two non-scrambled channels);]]></page>
	<page id="80"><![CDATA[REGISTRATION DOCUMENT 2010 78 REPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 2 Risk factors 2.4.4 Credit and / or counterparty risk Credit and / or counterparty risks are dealt with in the present registration document in chapter 4, note 31, on pages 158-165. 2.4.5 Financial risks Financial risks, which are liquidity risks and market risks, are dealt with in the present registration document in chapter 4, note 31, on page 158-165. p commitments will be made in terms of audiovisual regulations for the duration of the agreements (with a period review clause), including: − extension of TF1’s production obligations (Group agreement), with the guarantee of original programming on TMC and NT1, −revision of NT1’s prime-time slot, with noon-to-midnight maintained in 2010 and a transition to 6pm-to-11pm as of 2011, − the obligation for TMC and NT1 to broadcast, respectively, 365 and 456 hours of original programming a year, − enhancement of NT1’s content with innovative programming, cultural programmes and live entertainment, −early release of rights to audiovisual works as of their last broadcast, − better accessibility to NT1’s programmes for people with partial or total hearing disabilities. The commitments made by the TF1 group to the two oversight authorities do not diminish the economic or operational beneﬁ ts of these acquisitions, which make TF1 a leading player in freeview DTT. The transaction between TF1 and Groupe  AB was concluded on June 11, 2010. Métropole Télévision, part of the M6 Group, ﬁ led an interim appeal and main appeal of the decisions of the Competition Authority and the CSA with the Conseil d’État, France’s supreme administrative court. The court rejected the interim appeal on April 22, 2010 and the main appeal on December 30, 2010. These decisions constitute ﬁ nal validation of the TF1 group’s acquisition of TMC and NT1. The representatives of the parties are proceeding with their remit. On January 26, 2010, the TF1 group set up the structures and procedures needed to perform all commitments to the Competition Authority. RISK MANAGEMENT POLICY To manage legal risk, the TF1 group carries civil liability insurance to cover the consequences if TF1 or its current or future subsidiaries are found liable for damages caused to third parties. The amount of coverage is based on the risks involved. The Legal Affairs Division obtains this insurance for the TF1 group from major insurance companies. The deductible for this policy has been set according to the risks incurred and the premium reductions offered to optimise the overall cost of covering the Group’s risks]]></page>
	<page id="81"><![CDATA[REGISTRATION DOCUMENT 2010 79 3.1 2010 MARKET TRENDS 81 3.1.1 Television 81 3.1.2 Internet 83 3.1.3 Advertising 87 3.1.4 Regulation 89 3.2 2010 ACTIVITY AND RESULTS AFR 90 3.2.1 The Group 90 3.2.2 Outlook 106 3.2.3 Post balance sheet events 106 3.2.4 The role of TF1 vis-à-vis its subsidiaries and relations with the parent company 107 3.2.5 The TF1 parent company 107 3.2.6 Principal acquisitions and divestments 109 3.3 AVAILABLE INFORMATION IN OTHER PART OF THE REGISTRATION DOCUMENT AFR 110 3.3.1 Risks factors and compensation of the executive director 110 3.3.2 Human resources and environment update 110 3.3.3 Information concerning the TF1 company and its capital 110 3.4 STATEMENT OF COMPANY OPERATIONS OVER THE LAST FIVE BUSINESS YEARS AFR 111 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3]]></page>
	<page id="82"><![CDATA[REGISTRATION DOCUMENT 2010 80 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 Ladies and Gentlemen, Shareholders, We are assembled here today at the Ordinary General Meeting, as required by French law and by our articles of Incorporation, to report to you on our management during the past business year, submit the accounts for the 2010 business year for your approval, and review the situ ation and growth prospects of the company and the Group. This report also includes information on the social and environmental management of your company. As in previous years, the accounts for 2010 are presented for both the TF1 group (consolidated accounts) and for the parent com pany, Télévision Française 1. The consolidated accounts have been prepared in accordance with IFRS, as adopted by the European Union (EU), while the accounts for TF1 SA have been prepared according to accounting rules and principles applicable in France (French GAAP). The change made to the format of the ﬁ nancial statement is indicated page 122. These ﬁ nancial statements were approved by the Board of Directors of TF1 SA on February 16, 2011. Post balance sheet events are disclosed in this chapter.]]></page>
	<page id="83"><![CDATA[REGISTRATION DOCUMENT 2010 81 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 market trends 3.1 2010 MARKET TRENDS 3.1.1 Television In  2010 television continued to attract many viewers, both on a daily basis and especially during major events. The development of new technologies opens up more possibilities, with new means of conveying television images, as well as increasingly high image quality on sets. In  2010, viewers could choose from an extensive range of over 100 channels via free-to-air, freeview or pay Digital Terrestrial Television (DTT), cable, satellite and ADSL. HOUSEHOLD OWNERSHIP RATES PROMOTE TELEVISION CONSUMPTION (1) There is now a TV in almost every French home: 98.5% of French households have at least one television set at home and 53% have two or more sets. The growing presence of TV sets in the home is partly attributable to new screen formats. Today, 65% of households have a 16/9 television set and 63% have a high-deﬁ nition (HD) set, and penetration rates for these types of sets are growing rapidly (11-point and 17-point year-on- year increases, respectively). While TVs continue to attract more and more consumers, the appeal of home cinema has stabilised, with ownership settling at 14% of households (1-point increase over one year, 2 points over two years). Meanwhile, sales of television sets hit a new record high in 2010, driven by the 2010 Soccer World Cup and the move to all-digital broadcasting. The switchover to digital went ahead in 10 regions in 2010 and 12 in 2011, including Ile-de-France on March 8, 2011. Overall, people in France are embracing the change: 89% of households have at least one digital television set and 63% possess only digital television sets (digital television sets in every French home). SALES OF TELEVISION SETS, MILLIONS OF UNITS 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 (f) 3.5 3.3 3.5 3.6 3.7 3.7 3.7 3.8 4.4 4.5 4.6 4.3 4.3 4.2 4.6 4.9 5.4 5.9 6.0 7.5 8.5 9.0 MORE AND MORE PEOPLE CAN ACCESS OVER 19 CHANNELS By end-December 2010, 98% of the French population could receive 19 channels or more. This huge shift in France’s audiovisual landscape has taken place relatively swiftly and is now almost complete. At the end of 2006, just 39% of households with a TV set had access to 19 channels or more. This increase is linked directly to the growth in free means of television reception. PROPORTION OF INDIVIDUALS RECEIVING 19 CHANNELS OR MORE Proportion of people with a TV set receiving 19 channels or more / people aged 4 and over. Jan. 07 April 07 July 07 Oct. 07 Jan. 08 April 08 July 08 Oct. 08 Jan. 09 April 09 July 09 Oct. 09 Jan. 10 Jan. 11 April 10 July 10 Oct. 10 39% 45% +54% in one year +30% in one year +13% in one year +11% in one year 51% 55% 60% 65% 70% 74% 78% 82% 85% 86% 88% 91% 92% 96% 98% DTT is now the number-one means of receiving an expanded channel selection, with 59% of households connected, that is, equipped with a DTT adaptor (external or integrated in the set) and a Yagi aerial. DTT was launched in March 2005 and has experienced very high growth rates, making it the fastest-growing service available to French viewers (9-point increase in one year, 23 points in two years). Television via ADSL has overtaken cable and satellite to become the second-ranked means of accessing multiple channels. A full 24% of households use ADSL, which is also growing fast, although less quickly than DTT (6-point increase over one year). Looking at the more conventional means of accessing a broader channel selection, the number of subscribers to satellite services was relatively stable at 15% of subscriber households, as was the number of cable subscribers (7%) (1) . (1) Source: Médiamétrie/Référence des Équipements Multimédias/October-December 2010 – Households with TVs.]]></page>
	<page id="84"><![CDATA[REGISTRATION DOCUMENT 2010 82 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 market trends TELEVISION – THE TOP MEDIA CHOICE, INCLUDING WITH 15-24-YEAR-OLDS In all, 89% of French people have at least one contact per day with television, compared with 77% for radio, 47% for printed media and 41% for the Internet. In other words, television leads all media in terms of coverage (1) . Concerning time spent (2) , television was also the top choice of the French population in terms of their  2010 media consumption. The average French person watches television for 3 hours 32 minutes per day, listens to the radio for 2 hours 10 minutes, and spends 31 minutes on the Internet. Television consumption reached record levels this year, increasing for all target adult audiences. Television consumption actually increased among people aged 15-24 – by 5 minutes compared with 2009, while radio consumption decreased and Internet remained stable in 2010. (1) Source: Médiamétrie-EPIQ July 2009/June 2010. (2) Source: Médiamétrie. AUDIENCE SHARE – INDIVIDUALS AGED 4 AND OVER TF1 F2 F3 C+ F5 Arte M6 Pay channels Direct 8 W9 TMC NT1 NRJ12 BFM TV F4 i&amp;lt;Télé Direct Star Gulli 0.7% 27.2% 17.5% 13.3% 3.3% 3.0% 11.0% 1.5% 12.6% 1.4% 26.1% 24.5% 16.7% 16.1% 11.8% 10.7% 3.1% 3.1% 3.1% 3.2% 10.8% 10.4% 1.3% 1.1% 12.7% 12.2% 2.0% 1.8% 2.5% 3.0% 2.1% 2.6% 3.3% 1.0% 1.4% 1.6% 1.0% 1.5% 1.9% 0.9% 1.1% 1.6% 0.4% 0.7% 0.9% 0.3% 0.5% 0.7% 0.5% 0.7% 1.0% 1.5% 1.8% 2.2% 2008 2009 2010 TV CONSUMPTION Viewing time, people aged 4 and over and women under 50 purchasing decision-makers. 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 3:03 3:09 3:01 2:56 2:57 3:01 2:58 3:00 3:07 3:08 3:16 3:24 3:23 3:19 3:28 3:36 3:39 3:40 3:32 3:34 3:42 2:49 2:57 2:45 2:41 2:43 2:49 2:51 2:54 3:03 3:08 3:14 3:18 3:21 3:21 3:24 3:27 3:24 3:27 3:24 3:25 3:32 People aged 4 and over: 3:32 i.e. 7 mins more than in 2009 / +3% Women under 50, purchasing decision-makers: 3:42 i.e. 8 mins more than in 2009 / +4% Source: Médiamétrie. HOW TV IS CONSUMED – SLOW CHANGE (2) Television consumption is evolving as a result of new ways of watching TV, which however are still very much in the minority. The average French person spends 3 hours and 32 minutes a day watching television at home. Time spent watching TV out of the home (“anywhere” viewing) amounted to one  minute a day in  2010, or 0.5% of “traditional” television consumption. Time spent watching television on non-TV devices such as computers and phones (“any device” viewing) also amounted to one minute a day, or 0.5% of measured TV consumption. Meanwhile, ofﬂ ine or “anytime” viewing accounted for six minutes of viewing time per day, or 3% of home TV consumption. Within the ofﬂ ine viewing category, recordings accounted for three minutes, while catch- up TV accounted for three minutes. The following charts show how the market shares of the main channels have changed in response to the increased selection on offer and the shifting audiovisual landscape.]]></page>
	<page id="85"><![CDATA[REGISTRATION DOCUMENT 2010 83 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 market trends AUDIENCE SHARE – WOMEN UNDER 50 PURCHASING DECISION-MAKERS TF1 F2 F3 C+ F5 Arte M6 Pay channels 30.9% 13.1% 7.9% 3.1% 2.5% 17.5% 0.9% 12.3% 29.8% 28.1% 12.8% 12.0% 6.7% 6.0% 2.6% 2.6% 2.3% 2.1% 17.2% 16.5% 0.8% 0.6% 11.6% 11.7% 2008 2009 2010 Direct 8 W9 TMC NT1 NRJ12 BFM TV F4 i&amp;lt;Télé Direct Star Gulli 0.6% 1.2% 1.9% 2.5% 3.3% 3.9% 2.0% 2.8% 3.6% 1.1% 1.5% 1.6% 1.2% 2.2% 2.5% 1.2% 1.3% 1.8% 0.4% 0.6% 0.7% 0.3% 0.4% 0.5% 0.7% 0.9% 1.2% 1.5% 1.6% 2.1% NT1, Direct 8 and NRJ 12 are now measured on a national, daily basis, alongside channels that were previously covered by Médiamétrie’s audience measuring system (TF1, France  2, France  3, Canal+, France 4, France 5, M6, Arte, W9, TMC and Gulli). On January 3, 2011, Médiamétrie deployed phase one of its ATAWAD measuring system, which captures consumption AnyTime (i.e. ofﬂ ine), AnyWhere (i.e. out-of-the-house), and on Any Device (i.e. on devices other than TVs). “Anytime” viewing by means of home recordings and time-shifting (i.e. excluding catch-up) is now included in the daily measurement of TV viewing time, resulting in a 1.6% increase in the viewing audience, or 3 minutes 40 seconds per day, per person. Over 40% of anytime viewing is VOSDAL (viewing-on-same-day-as-live). 3.1.2 Internet PENETRATION OF INTERNET ACCESS DEVICES AMONG FRENCH HOUSEHOLDS French households are increasingly connected to the Internet. In the fourth quarter of 2010, 18.8 million households (69.4% of all French households) were connected, a 5-point increase over Q4 2009. High- speed has become the preferred means of access: 93% of households (17.5 million) connected to the Web have high-speed connections. INTERNET ACCESS AND HIGH-SPEED SERVICES – HISTORICAL DATA 2001-2010 0 5 10 15 20 Q1 2001 Q2 2001 Q3 2001 Q4 2001 Q1 2002 Q2 2002 Q3 2002 Q4 2002 Q1 2003 Q2 2003 Q3 2003 Q4 2003 Q1 2004 Q2 2004 Q3 2004 Q4 2004 Q1 2005 Q2 2005 Q3 2005 Q4 2005 Q1 2006 Q2 2006 Q3 2006 Q4 2006 Q1 2007 Q2 2007 Q3 2007 Q4 2007 Q1 2008 Q2 2008 Q3 2008 Q4 2008 Q1 2009 Q2 2009 Q3 2009 Q4 2009 Q1 2010 Q2 2010 Q3 2010 Q4 2010 5 M 0.7 M 6.2 M 1.4 M 6.9 M 2.2 M 7.7 M 4.1 M 9.5 M 7.5 M 11.3 M 9.5 M 12.7 M 12 M 15 M 14 M 16.9 M 16.1 M 18.8 M 17.5 M Number of households with internet access Number of households with high-speed internet +20% +24% +10% +13% +23% +19% +13% +18% +13% +11% Q4 2010 18.8 million or 69.4% of French households Q4 2010 17.5 million or 93% of households with internet access Source: Observatoires Médiamétrie, REM, Q4 2010, base = French households Number of households (million)]]></page>
	<page id="86"><![CDATA[REGISTRATION DOCUMENT 2010 84 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 market trends INTERNET ACCESS SOLUTIONS (Base = French households in 2010: 27.1 million) Internet High-speed Box ADSL Cable Modem/dial-up 69.4% 64.4% 61.2% 60.5% 62.6% 59.4% 55.6% 52.9% 3.9% 3.8% 1.1% 1.3% Q4 2009 Q4 2010 Source: Médiamétrie, Observatoires Médiamétrie, REM, Q4 2010. INTERNET USE IN FRANCE At end-2010, there were 38.3 million internet users in France (base = December 2010, 11 years and over), i.e. a penetration rate of 71%. PROPORTION OF INTERNET USERS AMONG PEOPLE AGED 11 AND OVER Dec. 2007 Dec. 2008 Dec. 2009 Dec. 2010 31.243 33.560 34.738 38.266 59.4% 63.5% 65.0% 71.4% Penetration Population (thousand) CHANGE IN MONTHLY USAGE TRENDS, BY UNIQUE VISITOR The number of internet users is increasing in France, as is internet usage. In December 2010, internet users went online on average 59 times in the month, compared with 56 times in 2009, and visited an average of 137 different sites, compared with 127 in 2009. On average, an internet user in December 2010 spent the equivalent of 23 hours online per month, compared with 22 hours in December 2009. 2002 2005 2009 2010 2007 Total number of sites visited per month Average time spent online per month (hours) Total number of sessions per month 0 5 10 15 20 25 Source: NNR panel, December 2010, all connection locations. 0 20 40 60 80 100 120 140 160 0,5 25 62 13 36 89 14 42 102 22 56 127 23 137 59 2010 TRENDS IN ONLINE SOCIAL NETWORKING Facebook continues to grow its audience, which now exceeds 27.2 million unique visitors (UVs), very close to Microsoft. The social networking site is third on the top ten websites of French parents (1) , not far behind Microsoft (27.5 million UVs), Google is top with 36.5 million. As well as boasting impressive audience numbers, Facebook is also beating records for loyalty, with 5 hours 44 seconds in time spent per UV and 55% of members connecting at least once a day. France has 16 million members, making it ﬁ fth worldwide. Twitter, another social networking site, has approximately 225,000 users in France (145 million people are signed up worldwide). Just 5% of users account for three-quarters of tweets, although these heavy users are considered to be inﬂ uencers. These social networking sites have very speciﬁ c uses, meaning that the approach to each one has to be considered individually. TF1 stepped up its partnership with Facebook in 2010 by integrating modules (Facebook Connect) and extending its community strategy through fan pages (32) and a variety of games, including MasterChef, Le Plus Grand Quizz de France, Doc Martin, Totally Spies, Bola and Secret Bluff. These pages now total over 4 million fans. There are also seven Twitter accounts (not including presenters’ accounts), with over 78,000 followers. Trafﬁ c from these two social networking sites is growing steadily (while still making up a very small portion) and will be a key area of focus in 2011 (Secret Story did extremely well in 2010, with over 1 million monthly visits by the end of the season). Another highlight of 2010 was the arrival of tablet computers, most notably the iPad. Tablets, smart phones and the mobile uses that they allow will help to drive growth in social networking by encouraging more location-based networking through sites such as Foursquare. (1) Parent (group owner): this is the entity that has control of web pages (or URLs) measured. This control is usually ﬁ nancia l (+ 50%). (source: Médiamétrie).]]></page>
	<page id="87"><![CDATA[REGISTRATION DOCUMENT 2010 85 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 market trends RANKING OF FRENCH INTERNET SITES The TF1 group is the seventh-ranked Group and the leading TV media Group on the French Web, thanks to a strong showing by sites associated with the TF1 channel (TF1.fr) and pure-player sites such as WAT, Overblog and plurielles.fr. Google Microsoft Facebook France Telecom CCM Benchmark Pages Jaunes 1 2 3 4 5 6 7 Vivendi Universal Iliad - Free PPR 8 9 10 36.5 m UVs 27.5 m UVs 27.2 m UVs 24.6 m UVs 20.3 m UVs 20.1 m UVs 19.1 m UVs 18.4 m UVs 18.2 m UVs 18.1 m UVs Blogs Videos Youth Cinema Women with 19.1 m UVs Dec 2009 Dec 2010 8.6 m UVs M6 Groupe France Télévisions Canal + TF1 Groupe 13.7 m UVs 5.4 m UVs TF1 7 th -ranked group on the web TF1 well placed in all key theme areas TF1 No.1 media group on the web Medias News Sports Source: NNR panel, December 2010, all connection locations, internet applications excluded (UVs = Unique Visitors) Groupe TF1 +13% +10% +16% -7% 1 st with 7.9 m UVs 1 st with 10.7 m UVs 3 rd with 7.4 m UVs 11 th with 4.0 m UVs 3 rd with 3.3 m UVs 2 nd with 3.5 m UVs 5 th with 705 k UVs 6 th with 641 k UVs PARENTS’ TOP TEN WEBSITES, 2010 Jan. 10 Feb. 10 March 10 April 10 May 10 June 10 July 10 Aug. 10 Sept. 10 Oct. 10 Nov. 10 Dec. 10 10,000 15,000 20,000 25,000 30,000 40,000 35,000 Source: NNR panel, all connection locations, internet applications excluded. (UVs = Unique Visitors) Google 36.5 million UVs Microsoft 27.5 million UVs Facebook 27.2 million UVs Orange 24.6 million UVs Pages Jaunes 20.1 million UVs Free 18.2 million UVs M6 13.7 million UVs CCM Benchmark 20.2 million UVs Wikimedia 17.9 million UVs PPR 18.1 million UVs Vivendi Universal 18.4 million UVs Groupe TF1 19.1 million UVs Yahoo!’s exit from the top ten was a noteworthy development in 2010. NEW USES AND NEW TECHNOLOGIES THE FUTURE OF TELEVISION: MORE FOCUS ON ENTERTAINMENT Internet-connected TV sets The TV market is in the throes of major change. A key area of focus is internet-connected TVs, which raise a number of questions, including the actual use made of these sets, market education issues, and the speciﬁ c features of the French market (heavy proportion of set-top boxes). The French market is more challenging for internet-connected TVs than, say, the US  market, because of competition from telecom companies, whose set-top boxes are built into the ﬁ rms’ triple-play subscriptions. Apple faces the same problem and moreover cannot offer direct channel access. The arrival of the latest generation of set- top boxes (SFR, Free) makes this question even more topical. Telecom ]]></page>
	<page id="88"><![CDATA[REGISTRATION DOCUMENT 2010 86 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 market trends ﬁ rms can provide an end-to-end service, managing devices remotely and controlling customer relations. There are also considerations in terms of legal and regulatory provisions, which tend to emphasise local storage of content – something that internet-connected sets cannot do (for now). Even so, the rise of internet-connected sets could have a major impact in terms of reorganising the value chain. The following scenarios are possible: manufacturers could add service distribution and subscription management to their device marketing activities; publishers and producers could bypass distributors to market content directly to end customers; and network operators could be reduced to once again merely providing infrastructure. It will also be fascinating to track the social impact of internet-connected TVs, as the many services that they offer transform TVs into “personal televisions” and impact uses in each target Group. A total 750,000  internet-connected televisions were sold in France in 2010, and the number could rise to 2.6 million in 2011 according to some analysts. Internet-connected televisions could account for over half of all TV sales by 2014. 3D TV Although the entire market (from ﬁ lm makers to TV channels and access providers) has stepped up efforts to promote 3D TV, the public does not seem convinced yet. In 2010, 150,000 3D-compatible TVs were sold, out of total sales of 8.5 million units. Simavelec is forecasting sales of 900,000 3D TVs in 2011. Numerous obstacles still stand in the way of major deployment for this segment: a lack of compatible video content, high prices, different technical standards, and the need to wear glasses (although glasses-free 3D technology was presented at the  2011 Consumer Electronics Show). MOBILITY-RELATED PROSPECTS: INCREASED MEDIA CONSUMPTION IN MOBILE SETTINGS Digital Terrestrial Radio (DTR) The introduction of Digital Terrestrial Radio (DTR) has been seriously delayed. Because the schedule for implementing DTR in France was suspended, LCI Radio was unable to broadcast programmes via digital or analogue media and stopped broadcasting on February 1, 2011. The launch of DTR was written into the 2007 Audiovisual Broadcasting Modernisation Act, but no date was set, and the main French radio stations oppose its introduction. However, a trial began in Nantes in May 2010 to test digital sound quality. David Kessler, a former head of Radio France, submitted a report on the question on October 23, 2010. In it, he highlighted divergent views within the radio community (opposition from public, regional and community radio stations, contrasted with national private radio stations, which think DTR is not proﬁ table). DTR raises numerous issues. Not only will the additional cost be hard for radio stations to bear, but the consumer beneﬁ ts are less obvious than with DTT: while DTT has allowed 75% of French TV viewers who had access to only ﬁ ve channels to receive 15 new ones without having to change their set, there is already huge choice in FM radio. Even so, DTR would offer a wider selection of radio stations, particularly outside the capital region, and would allow regional radio stations to extend their reach. IP radio is sometimes mentioned as an alternative solution but it has several drawbacks: it requires a fee- paying high-speed internet connection, it is not constantly accessible nationwide; and the business model still has problems. Tablet computers and e-books Apple’s iPad proved hugely successful in  2010, which was also a breakthrough year for Amazon, as sales of its Kindle e-book reader more than tripled from 2.4 million in 2009 to around 8 million, according to independent estimates. The arrival of e-readers with colour screens should be a big boost for this segment. Smartphones and application stores New generations of smart phones, such as iPhone, Android and Bada, are making mobile internet available to more people and are allowing media and web publishers to boost audiences and revenues. In particular, online application stores for smart phones are proving highly successful, even if they raise the issue of multiple addresses for publishers. With over 300,000 available applications, iTunes is the mobile platform with the most extensive catalogue. The application that generated the highest revenues in 2010 was the NBA app, which lets fans check in on game results. The application can be freely downloaded, but contains many paying options, offering a useful way forward for a freemium strategy. In the iPad category, the most widely downloaded paid applications are Apple’s ofﬁ ce automation apps, including Pages for word processing, PDF Good Reader and the Numbers spreadsheet application. In the free market, the iBooks e-reader is the leader, followed by Pandora Radio and the Netﬂ ix video application. At the end of January 2011, TF1 put out a free iPad / iPhone application with two components: live viewing and catch-up TV. New audience measuring systems Médiamétrie began the ﬁ rst round of mobile internet audience measurements in late October 2010. In 2011, work is to be done on the video panel, as well as on measuring hybrid audiences.]]></page>
	<page id="89"><![CDATA[REGISTRATION DOCUMENT 2010 87 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 market trends 3.1.3 Advertising After a downbeat 2009 put heavy pressure on prices across all media, advertising investment recovered in 2010. The following are gross data and therefore must be read with care, given the heavy pressure on prices throughout 2010 and the consequent size of ﬁ nal price adjustments for different media. While gross levels appear to have returned to 2008 levels, the same is not true for net investment (IREP-France Pub publication of March 15, 2011). Furthermore, the method used to collect gross data on internet advertising was changed in 2010, making it impossible to compare 2010 investment levels with those of previous years for this medium. Another effect is that media market shares are unchanged in the overall multiple- media rankings and are unavailable. TRENDS IN MULTIPLE-MEDIA ADVERTISING INVESTMENT IN 2010 (Gross data – source: Kantar Média; net data-source: IREP). Gross multiple-media advertising investment was up 10.0%, excluding the Internet (1) . In  2010, television (excluding sponsorship) became the number- one medium, drawing in 31.5% of gross multiple-media advertising revenues. Gross TV investment increased by 15.2% to €8.1 billion (the largest increase in gross value). Revenues for incumbent TV rose 9.4% to €5.4 billion, freeview DTT channels gained 40.0% to €1.9 billion, and the cable-satellite market was up 9.6% to €0.8 billion. On a net basis, in 2010, TV advertising investment was up almost 11% compared with 2009. On a gross basis, the press fell to second place, with gross revenues up 7.4% to €7.4 billion and market share of 28.7%. Three categories accounted for most of the growth: magazines (9% increase) made up more than 50%, national dailies (15%) accounted for over 34% and the free press (20% increase) for 27%. On a net basis, in 2010, investment was down by around 2% compared with 2009. Gross advertising investment on the Internet (display advertising) was €3.3 billion in 2010. However, the method used to collect gross data on internet advertising was changed in 2010, making it impossible to compare 2010 investment levels with those of previous years. The medium attracts 12.8% of advertising investment. On a net basis, in 2010, investment was up by 12% compared with 2009. Radio was up 6.2% to €3.9 billion, giving market share of 15.2%. The increase was attributable to growth in investment at non-specialised stations  (9%) and music stations  (5%). On a net basis, in 2010, investment was up by 5% compared with 2009. Outdoor advertising climbed 7.1% to €2.8 billion in gross terms, and market share was 10.7%. On a net basis, in 2010, investment was up by 5% compared with 2009. Cinema put on 18.9% (although this amounted to an increase of just €41 million) to €0.3 billion, and market share was 1.0%. On a net basis, in 2010, investment was up by 18% compared with 2009. (1) The method used to collect gross data on internet advertising was changed in 2010, making it impossible to compare 2010 inv estment levels with those of previous years. Gross revenues and change Gross revenues Change Market share Jan.-Dec. 2010 Jan.-Dec. 2010 / Jan.-Dec. 2009 Jan.-Dec. 2010 TELEVISION €8,099.5 million +15.2% 31.5% o/w incumbent TV €5,421.2 million +9.4% 21.1% o/w freeview DTT €1,873.2 million +40.0% 7.3% o/w Cab/Sat TV €805.1 million +9.6% 3.1% PRESS €7,372.0 million+7.4%28.7% RADIO €3,909.4 million +6.2% 15.2% INTERNET €3,280.2 million - 12.8% OUTDOOR €2,756.4 million +7.1% 10.7% CINEMA €256.8 million +18.9% 1.0% TOTAL €25,674.3 million +10.0% (excl. internet) 100.0% TELEVISION IN 2010 (Gross data – source: Kantar Média) Drawing 40.3% of TV investment, TF1 is the leading channel for advertising spending, with revenues up 7.8% to €3.3 billion. Advertising investment in freeview DTT channels (BFM TV, Direct 8, France 4, Gulli, i-Télé, NRJ12, NT1, TMC, Virgin 17 and W9) continued to grow swiftly (40.0%) to €1.9 billion in 2010, accounting for around 23.1% of the gross TV investment spend.]]></page>
	<page id="90"><![CDATA[REGISTRATION DOCUMENT 2010 88 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 market trends Cable and satellite channels were up 9.6% to €805 million. TF1 Publicité is the number-two advertiser on cable / satellite channels, with a 23% market share. It is not possible to compare the gross / net investment transition rate for DTT and cable / satellite, on the one hand, with incumbent television channels on the other, since the share of the ﬁ rst two categories is overstated in the overall TV results for gross investment. MARKET SHARE OF TV CHANNELS (TOTAL MEDIA TELEVISION) 20052006200720082009 2010 TOTAL MEDIA TELEVISION 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Incumbent TV 89.9% 87.0% 82.1% 76.1% 70.5% 66.9% TF1 48.9% 47.7% 45.1% 44.9% 43.0% 40.3% M6 20.8% 20.1% 19.8% 19.6% 19.3% 18.4% FRANCE 2 10.8% 10.3% 9.0% 5.7% 3.5% 3.9% CANAL + 1.9% 1.7% 1.7% 2.0% 2.2% 2.0% FRANCE 3 6.4% 6.3% 5.7% 3.6% 2.1% 2.0% FRANCE 5 1.0% 0.9% 0.9% 0.4% 0.4% 0.4% Freeview DTT 0.9% 3.0% 6.2% 12.5% 19.0% 23.1% Other channels 9.1% 10.0% 11.8% 11.4% 10.5% 9.9% MARKET SHARE OF FREEVIEW DTT CHANNELS (TOTAL MEDIA TELEVISION) 20082009 2010 Freeview DTT 12.5% 19.0% 23.1% W9 1.9% 3.2% 4.1% TMC 2.2% 3.4% 3.9% i&amp;lt;Télé 1.2% 1.8% 2.7% NRJ12 1.4% 2.3% 2.6% Direct 8 0.7% 1.5% 2.3% BFM TV 0.9% 1.5% 2.0% NT1 1.3% 1.8% 1.9% Gulli 1.0% 1.4% 1.9% Direct Star 1.3% 1.3% 1.4% FRANCE 4 0.5% 0.7% 0.2% DIGITAL MEDIA AND DEVICES IN 2010 (Net data – source: Capgemini SRI / UDECAM indicator and IREP) In net terms, the online display advertising market (excluding search, afﬁ liation, directories, e-mailing and price comparers) was up 12% to €540 million in 2010. At the same time, the mobile internet market (mobile websites and applications) continued to post double-digit growth (23%), climbing to €27 million. There were three main trends in 2010: p surge in instream advertising With 150% growth in net advertising investment, this type of marketing more than doubled its share of the total spend, accounting for 6% of online display advertising. Interest in catch-up viewing explained much of the growth. TF1 Publicité is strongly positioned, ﬁ rst through TF1.fr’s premium catch-up selection, which covers 80% of the channel’s 6pm- midnight programming, but also through IPTV (MyTF1) and WAT.tv, which provides a range of video channels aimed at 15-34 year olds, a target Group that is a heavy consumer of video over the Internet. p large increase in special operations on all digital channels Advertisers are increasingly using “special operations” to make inroads into speciﬁ c advertising areas. The food &amp;amp; beverages, telecommunications, health &amp;amp; beauty, cleaning and auto sectors are creating more and more “special operations” for events and media brands and on media and devices that are familiar to people in France.]]></page>
	<page id="91"><![CDATA[REGISTRATION DOCUMENT 2010 89 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 market trends TF1 Publicité boasts a portfolio of well-known, recognised brands (TF1, Eurosport, MasterChef, Secret Story, Le Plus Grand Quiz de France), and a wide array of digital media (internet, mobile, IP TV and tablets) and solutions (website creation, video production), offering advertisers many ways to promote and grow their brands. p more advertising on mobile internet and applications More advertisers are including mobile components in their marketing plans to keep step with the rise of iPhones (and smart phones generally) and applications, which are helping to increase the place of this digital medium in everyday life. TF1 Publicité offers numerous advantages and has a solid place on this burgeoning market, with, among others, the ﬁ fth-most visited website in France (Bouygues Telecom portal) and the country’s number-one mobile sports application (Eurosport.com). A host of developments are planned for 2011, including the introduction of TF1 Publicité brands on tablets (Eurosport, TF1 and soon TF1 News, WAT and Tfou), which began in January 2011, more catch-up for the mobile and tablet segments (TF1 Puissance 5), and work on internet- connected TVs. OUTLOOK FOR 2011 There was a recovery in 2010 but conditions remain weak (economic difﬁ culties, pressure on prices). In 2009, the advertising market experienced a cyclical contraction in demand linked to economic conditions, leading to an unusual distortion in the balance between supply and demand. Seeking to make the most of their resources, advertisers are increasingly switching between media and devices, focussing on those that offer the best cost-efﬁ ciency trade-off in sales. For this reason, television continues to occupy a central place in their strategies. The new supply / demand balance, combined with persistently weak economic conditions, suggest that prices will remain under sustained pressure in  2011. However, the story will be different for certain segments, such as devices that can reach mass audiences and that offer scarce, premium products and services. 3.1.4 Regulation TAX ON TV ADVERTISING The 2011 Supplementary Budget Act of December 29, 2010 reduced the tax on television advertising (to compensate for France Télévisions’ revenue loss) to  0.5% from  2010 through to the deﬁ nitive end of advertising on France Télévisions’ analogue channels (which the same Act has scheduled for January 1, 2016). In the case of DTT, the tax is 0.25% until analogue broadcasting ceases and will then be raised to 0.5% until advertising is discontinued on France Télévisions. From 2016, the tax will be 3%, It is levied on advertising revenues in excess of €11 million of the private-sector channels. DECREE ON PRODUCTION OBLIGATIONS Decree 2010-747 of July 2, 2010 took all the production obligations applicable to analogue and digital free-to-air channels and Grouped them under a single piece of legislation. Previously, the obligations were covered by two separate decrees. DECREE ON PRODUCTION AND BROADCASTING OBLIGATIONS APPLICABLE TO ON-DEMAND MEDIA SERVICES Audiovisual Communication and New Public T elevision Service Act 2009- 258 of March 5, 2009, which partly implemented the Audiovisual Media Services Directive, established the principle of applying audiovisual regulations to on-demand audiovisual media services. Decree 2010- 1379 of November 12, 2010 speciﬁ es the rules applicable to on-demand media services broadcast on free-to-air terrestrial TV or distributed by networks that have not been assigned frequencies by the CSA, such as cable, satellite, and ADSL networks. The decree contains provisions: pconcerning obligations to contribute to the production of cinematographic and audiovisual works; p designed to ensure the inclusion and effective promotion of European and French cinematographic and audiovisual works in packages of on-demand audiovisual media services; p concerning advertising, sponsorship and teleshopping in relation to these services. RIDER TO CSA AGREEMENTS FOR TF1 GROUP CHANNELS The agreements signed with TF1 group channels were amended by rider to transpose the provisions of the new decrees on production obligations and, in the case of TF1, TMC and NT1, to incorporate commitments made to the CSA (French audiovisual industry regulator) following the purchase of TMC and NT1. BILL ON REGULATING AND OPENING UP COMPETITION IN ONLINE GAMBLING AND BETTING Act 2010-476 on regulating and opening up competition in the online gambling sector was adopted on May 12, 2010. The act states that advertising of gambling and betting operators is forbidden in televised programmes that are “presented as being aimed at minors”. In a decision published on May 21, 2010, the CSA (French audiovisual industry regulator) said exactly which programmes were covered by this provision. The decision remains in force until January 31, 2011. Before that date, the CSA will adopt a new decision that reﬂ ects actual practice.]]></page>
	<page id="92"><![CDATA[REGISTRATION DOCUMENT 2010 90 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results 3.2 2010 ACTIVITY AND RESULTS 3.2.1 The Group CONSOLIDATED INCOME STATEMENT IN MANAGEMENT ACCOUNTING FORMAT (€m) 2010 2009 TF1 channel Advertising revenue 1,549.8 1,429.4 Advertising costs (75.9) (71.7) NET BROADCASTING REVENUES 1,473.9 1,357.7 Royalties and contributions Royalties (58.5) (54.8) CNC (84.2) (77.6) Tax on broadcast advertising (6.1) (9.3) Broadcasting costs TDF, satellites, transmission costs (44.9) (51.5) Programming costs – excluding one-off sporting events (873.6) (926.9) Programming costs – one-off sporting events (77.6) - GROSS PROFIT 329.0 237.6 Diversification revenue and other revenues from operations 1,070.9 933.2 Other operating expenses (1,064.5) (955.6) Depreciation, amortisation and provisions, net (105.0) (113.9) CURRENT OPERATING PROFIT 230.4 101.3 Non-current operating income and expenses 82.8 - OPERATING PROFIT 313.2 101.3 Cost of net debt (18.2) (22.3) Other financial income and expenses (2.5) 36.2 Income tax expense (68.9) (15.3) Share of profits / (losses) of associates 5.7 14.6 NET PROFIT 229.3 114.5 NET PROFIT ATTRIBUTABLE TO THE GROUP 228.3 114.4 Attributable to minority interests 1.0 0.1 CONSOLIDATED DATA (€m) 2010 2009 Var.% REVENUE 2,622.4 2,364.7 +10.9% TF1 channel advertising revenue 1,549.8 1,429.4 +8.4% Other activities 1,072.6 935.3 +14.7% CURRENT OPERATING PROFIT 230.4 101.3 x2.3 OPERATING PROFIT 313.2 101.3 x3.1 NET RESULT 229.3 114.5 x2.0]]></page>
	<page id="93"><![CDATA[REGISTRATION DOCUMENT 2010 91 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results CONSOLIDATED REVENUE Although 2009 was a tough year as the economic crisis hit hard, it also marked a series of initiatives on which the TF1 group sought to build and consolidate in 2010. Virtually all of the Group’s businesses achieved a turnaround in 2010, which also saw the digital terrestrial TV (DTT) channels TMC and NT1 being fully consolidated by the Group from July 1. Full-year consolidated revenue for the TF1 group reached €2,622.4 million in 2010, an improvement of €257.7 million (10.9%) on the 2009 full-year ﬁ gure. The 2010 ﬁ gure includes a revenue contribution of €39.7 million from the acquired equity interests in TMC and NT1, which have been included in the consolidated ﬁ nancial statements since July 1, 2010, the date on which control of these entities was acquired. On a comparable structure basis, consolidated revenue growth would have been 9.2%. Revenue for the year comprised: p €1,549.8 million of TF1 channel advertising revenue, an improvement of €120.4 million (8.4%), thanks largely to increasing volumes of advertising spend throughout the year; p €1,072.6  million of diversiﬁ cation revenue, an improvement of €137.3 million (14.7%), including €33 million from the resale of 2010 FIFA World Cup rights in the second quarter of 2010. Excluding the resale of 2010 FIFA World Cup rights and on a constant structure basis, diversiﬁ cation revenue rose by 6.9%, largely driven by organic growth at TMC and by ﬁ ne performances from Eurosport International. Advertising revenue for the TF1 group as a whole was €1,793.3 million, an improvement of €188.7 million (11.8%). On a constant structure basis, growth reached 9.3% thanks to strong advances in revenues for the TF1 channel, TMC, and internet activities. TF1 group 2010 fourth-quarter consolidated revenue was €796.4 million, up €60.2 million (8.2%). On a comparable structure basis, revenue growth was 4.8%. Fourth-quarter consolidated revenue comprised: p €478.7 million of TF1 channel advertising revenue, an improvement of €16.2 million (3.5%), bearing in mind that the channel’s advertising revenue had already started to recover in the fourth quarter of 2009 (0.7% up on the fourth quarter of 2008). p€317.7  million of diversiﬁ cation revenue, an improvement of €44.0  million (16.1%). On a constant structure basis, growth was 7.0%. The geographical split of revenue was 85.1% from France, 10.4% from the rest of the European Union, and 4.5% from other countries. PROGRAMMING COSTS TF1 channel programming costs, including non-recurring sporting events like the 2010 FIFA World Cup, were €951.2 million for 2010 as a whole, compared with €926.9 million for 2009. This €24.3 million increase reﬂ ects the following factors: p €77.6  million of additional costs arising from the showing of 27 FIFA World Cup matches in June and July 2010. The rights to the 27 matches that TF1 chose to broadcast in June and July cost €70.0 million, while production costs amounted to €7.6 million; p €53.3 million of savings, comprising: − €14.3 million due to the replacement of some programmes by football matches in June and July; − €39.0 million of savings across the rest of the channel’s output, reﬂ ecting the signiﬁ cant efforts made to optimise schedules, renegotiate the unit cost of programmes, and make better use of inventories in order to reduce programme retirements and the lapsing of rights. Excluding one-off sporting events, TF1 channel programming costs improved by €53.3 million to €873.6 million. These savings come on top of the €51.3 million of savings achieved in 2009 relative to 2008. Most of the channel’s programme units managed to achieve savings: p 33.2% for Children, by broadcasting less expensive programmes; p 18.1% for Sport (excluding the 2010 FIFA World Cup), largely by renegotiating the contracts for the Champions League and the French national football team; p 15.0% for Movies, by reducing the number of ﬁ lms screened; p 2.9% for Drama, TV Movies and Series, by optimising the number of drama slots in 2010. The News and Entertainment units saw programming costs rise by 2.6% and 2.7% respectively in 2010, due to an increase in the number of news magazine and entertainment programmes shown on the channel. TF1 channel programming costs for the fourth quarter of 2010 were €258.1 million, compared with €262.6 million for the fourth quarter of 2009, a saving of €4.5 million. Bear in mind that 2009 fourth-quarter programming costs were already €21.0 million lower than 2008 fourth- quarter costs. ONGOING OPTIMISATION MEASURES Of the €4.5 million savings on programming costs achieved in the fourth quarter of  2010, €3.0  million can be regarded as recurring. These savings came from further contract renegotiations and optimising programme schedules. Of the programming cost savings achieved over 2010 as a whole, €19.0 million can be regarded as recurring. Renegotiations of supplier contracts (other than rights contracts) generated savings of €4.0 million in the fourth quarter of 2010, taking recurring full-year savings to €13.0 million for the year as a whole. Following the €32 million of savings achieved in 2008, and the €74 million achieved in  2009, TF1 therefore achieved a further €32  million of recurring savings during 2010.]]></page>
	<page id="94"><![CDATA[REGISTRATION DOCUMENT 2010 92 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results CURRENT OPERATING PROFIT The TF1 group reported a current operating proﬁ t of €230.4 million for the year ended December 31, 2010, an improvement of €129.1 million on the 2009 full-year ﬁ gure of €101.3 million. Current operating margin was 8.8% in 2010, compared with 4.3% in 2009. Fourth-quarter current operating proﬁ t was €105.5  million, versus €68.6  million for the comparable period of  2009, an increase of €36.9 million. Current operating margin was 13.2% in the fourth quarter of 2010, versus 9.3% for the comparable period of 2009; this was the best fourth-quarter performance since 2006. OPERATING PROFIT On June 11, 2010, the TF1 group acquired control of TMC, TMC Régie and NT1. In the consolidated ﬁ nancial statements for the  year ended December  31,  2010, the TMC  / NT1 acquisition resulted in the recognition of a gain of €95.9 million (net of transaction costs). The treatment applied was in line with the revised IFRS  3 (Business Combinations), which requires a previously-held equity interest to be remeasured when control is acquired over the investee. The €6.1 million gain arising on the remeasurement of the previously-held equity interest in SPS, which was initially recognised in the ﬁ rst quarter of 2010 as a component of current operating proﬁ t in the Broadcasting International segment, was reclassiﬁ ed as non-current operating income in the fourth quarter. Impairment losses charged against the goodwill of SPS and 1001 Listes generated non-current operating expenses of €12.2  million and €7.0 million respectively. After taking account of these various factors, operating proﬁ t for 2010 totalled €313.2 million. PROFIT FOR THE PERIOD The cost of net debt fell from €22.3 million in 2009 to €18.2 million in 2010, mainly reﬂ ecting the cost of carry of the bond issue which was redeemed on November 12, 2010. Other ﬁ nancial income and expenses showed a net expense of €2.5  million in  2010, against a net gain of €36.2  million in the previous year. The difference was mainly due to the recognition of the fair value remeasurement of the put option over the 9.9% interest in Canal+ France (impact: €39.5 million) in 2009. Income tax expense for 2010 was €68.9 million, up €53.6 million year- on-year. The fair value remeasurement of the Canal+ France ﬁ nancial asset in 2009, and the remeasurement of the previously-held equity interests, were not taxable in 2010. The share of proﬁ ts from associates was €5.7 million in 2010, compared with €14.6 million in 2009. TF1 has retained a 33.5% equity interest, valued at €155 million, in the other activities of the Groupe AB, and has also granted a call option over this interest, exercisable at any time up to and including June 11, 2012 at a price of €155 million. In accordance with IAS  27 (Consolidated and Separate Financial Statements), because TF1 has granted a call option that is exercisable at any time, this interest has since July 1, 2010 ceased to be accounted for as an associate by the equity method, and is instead recognised as a non-current ﬁ nancial asset in the balance sheet at fair value. Overall, net proﬁ t for the  year ended December  31,  2010 was €229.3 million, compared with €114.5 million for the previous year. Bear in mind that the 2009 ﬁ gure includes a €39.5 million gain from the remeasurement of the Canal+ France ﬁ nancial asset, and that the 2010 ﬁ gure includes net non-current operating income of €82.8 million arising from the impact of remeasurements and goodwill impairment during the year. Net proﬁ t for the fourth quarter of 2010 amounted to €59.2 million (including net non-current operating expenses of €19.2  million), compared with €63.8 million for the fourth quarter of 2009 (including €8.8 million for the remeasurement of the Canal+ France ﬁ nancial asset). BALANCE SHEET As of December 31, 2010, shareholders’ equity was €1,547.6 million, out of a balance sheet total of €3,324.7 million. Provisional goodwill of €399 million has been recognised in the balance sheet on the acquisition of control over TMC and NT1, in line with the revised IFRS 3 (Business Combinations), which requires previously-held equity interests to be remeasured when control is acquired over the investee. The TF1 group had net surplus cash of €16.8  million at December 31, 2010, compared with €72.8 million at end 2009. At the end of 2009, TF1 had received €744 million from the sale of the 9.9% equity interest in Canal+ France. In  2010, TF1 paid out €194.9 million for the additional equity interest in the TMC and NT1 channels. The €500  million bond issue of November  12,  2003 matured on November 12, 20110, and was redeemed out of the Group’s available cash. At end December 2010, the TF1 group had conﬁ rmed bilateral credit facilities totalling €1,105.5 million with various banks. The drawdown rate on these facilities at year-end was zero. This portfolio of conﬁ rmed credit facilities is renewed regularly as and when each facility expires (terms of 3 to 5 years, depending on the facility), so that the Group has access to sufﬁ cient liquidity at all times. The ﬁ nancial position of the TF1 group is therefore extremely sound. The TF1 group has a credit rating from Standard  &amp;amp; Poor’s. On July 7, 2010, Standard &amp;amp; Poor’s upgraded the outlook for TF1 from stable to positive, while reiterating the Group’s BBB / A-2 rating.]]></page>
	<page id="95"><![CDATA[REGISTRATION DOCUMENT 2010 93 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results BOND ISSUE In compliance with the authorisation granted by the shareholders at the Combined Annual General Meeting of April 23, 2002 (9 th  resolution of the ordinary part of the Meeting) and by decision of the Board at the Meeting of September 8, 2003, TF1 issued, on November 12, 2003 on the international market, bonds with a nominal amount of €500 million represented by 500,000 bonds in the denomination of €1,000 each, with the following conditions: Amount €500 million Settlement date November 12, 2003 Date from which interest runs November 12, 2003 Maturity November 12, 2010 Issue price 99.381% of the total nominal amount. Coupon 4.375% per annum, payable in arrears on November 12 of each year with the first payment on November 12, 2004. Normal redemption at par in full at maturity. Early redemption Except in case of change of tax regime applicable to bonds, TF1 refrains during the whole term from making early reimbursement of bonds. TF1 reserves the right to proceed to purchase bonds on or off the market. Bonds bought in this way will be cancelled. Nature and form of bonds In bearer and registered form. Rank of debt The bonds constitute direct, unconditional, unsubordinated and unsecured obligations of TF1 and rank and will rank equally and rateably both among themselves and (subject to such exceptions as are from time to time mandatory under French law) with all other present and future unsecured and unsubordinated obligations of TF1. The €500 million bond issue was redeemed out of the Group’s available cash on November 12, 2010. QUARTERLY REVENUE FIGURES (€m) Q1 Q1 Change Q2 Q2 Change Q3 Q3 Change Q4 Q4 Change 2010 2009 2010/09 2010 2009 2010/09 2010 2009 2010/09 2010 2009 2010/09 Broadcasting France 479.7 434.6 + 10.4% 562.2 476.7 + 17.9% 424.0 374.1 + 13.3% 643.7  602.9  + 6.8% Audiovisual Rights 32.4 33.0 - 1.8% 27.6 35.9 - 23.1% 22.3 35.4 - 37.0% 60.6 46.7 + 29.8% Broadcasting International 84.0 69.2 + 21.4% 97.2 78.1 + 24.5% 93.0 87.4 + 6.4% 90.2  84.5  + 6.7% Other activities 0.8 1.1 - 27.3% 0.7 1.5 - 53.3% 2.1 1.5 + 40.0% 1.9  2.1  - 9.5% TOTAL – CONTINUING OPERATIONS 596.9 537.9 + 11.0% 687.7 592.2 + 16.1% 541.4 498.4 + 8.6% 796.4  736.2  + 8.2% ]]></page>
	<page id="96"><![CDATA[REGISTRATION DOCUMENT 2010 94 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results INCOME STATEMENT CONTRIBUTIONS BY SEGMENT (€m) Revenue Current operating profit 2010 2009 (1) 2010 2009 (1) Broadcasting France 2,109.6 1,888.3 201.3 88.9 TF1 SA (2) 1,561.3 1,443.9 143.3 44.0 Téléshopping 101.9 99.0 3.9 5.1 Theme channels – France (3) 252.5 194.3 27.5 15.1 TF1 Entreprises 43.8 39.1 2.4 (1.6) Production (4) 16.7 22.1 (1.9) 1.8 e-TF1 78.2 72.8 2.5 (3.4) Other (5) 55.2 17.1 23.6 27.9 Audiovisual Rights 142.9 151.0 (5.2) (22.5) Catalogue (6) 54.1 57.6 4.3 (9.4) TF1 Vidéo (7) 88.8 93.4 (9.5) (13.1) Broadcasting International (8) 364.4 319.2 59.9 44.3 Eurosport International 364.4 319.2 59.9 42.3 France 24 - - - 2.0 Other Activities (9) 5.5 6.2 (25.6) (9.4) SPS 1.6 - (23.6) (3.0) 1001 Listes 3.9 4.7 (2.0) (1.1) Top Ticket.s - 1.5 - (5.3) TOTAL – CONTINUING OPERATIONS 2,622.4 2,364.7 230.4 101.3 (1) Includes SNC Aphélie. (2) Includes Eurosport France, LCI, TV Breizh, TMC, NT1, TF6, Série Club, Stylía, Histoire, Ushuaïa TV, TF1 Digital and TF1 Thématiques. (3) TV and movie production entities. (4) Mainly comprises TF1 Publicité, TF1 Expansion, and TF1 DS (which carries the resale of rights to the 2010 FIFA World Cup). (5) Mainly comprises TF1 Droits Audiovisuels, TF1 International, UGC Distribution, Telema and TCM. (6) Includes CIC. (7) The interest in France 24 was sold to Audiovisuel Extérieur de la France (AEF) on February 12, 2009. (8) SPS, 1001 Listes (sold February 4, 2011) and Top Ticket.s (Pilipili – sold November 17, 2009). (9) In the 2009 published financial statements, 1001 Listes was included in Téléshopping and SPS in Broadcasting International. These two businesses were reclassified to “Other Activities” in 2010. The 2009 figures have been restated, and hence are compa rable with those for 2010. BROADCASTING FRANCE The Broadcasting France segment generated revenue of €2,109.6 million, up 11.7% (7.9% on a comparable structure basis and excluding the resale of rights to the 2010 FIFA World Cup). Current operating proﬁ t was €201.3 million in 2010, €112.4 million higher than in 2009. Current operating margin was 9.5%, versus 4.7% in 2009. TF1 CHANNEL The recovery in the advertising market during 2010 helped the TF1 channel to post revenue of €1,561.3 million (up €117.4 million year-on- year) and a current operating proﬁ t of €143.3 million (up €99.3 million, even after the €77.6 million of programming costs incurred on the 2010 FIFA World Cup). The channel achieved an operating margin of 9.2%, a year-on-year improvement of 6.2 points. The channel’s advertising revenue rose by 8.4% to €1,549.8 million. The channel’s fourth-quarter advertising revenue was 2.1% higher at €480.8 million, while current operating proﬁ t rose by €44.5 million to €87.2 million. Operating margin for the fourth quarter of 2010 was 18.1%. TF1 channel (1) A market still in ﬂ ux French people spent more time watching television in  2010 than in 2009. Daily average viewing times were: p 3  hours, 32  minutes (up 7  minutes  year-on-year) for individuals aged 4 and over; p 3 hours, 42 minutes (up 8 minutes year-on-year) for “women under 50 purchasing decision-makers”. In a market where 98% of French people (11% more than in 2009) have access to 19 or more channels, TF1 attracted 97 of the top 100 audience ﬁ gures in 2010 ( versus 96 in 2009), and all of the top 63. This conﬁ rms the channel’s unique position as a popular, must- (1) Source: Médiamétrie – Market leadership in TF1 prime time slots. eStat streaming TV data.]]></page>
	<page id="97"><![CDATA[REGISTRATION DOCUMENT 2010 95 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results see channel, and the only French broadcaster to attract (i) more than 9 million viewers, which it did on 32 occasions ( versus 23 in 2009) and (ii) more than 10 million viewers, which it did on 10 occasions ( versus 5 in 2009). Since 2008, the TF1 group has been involved in the massive project to switch off the analogue signal and go digital. The Group has been working closely with government agencies and the France Télé Numérique public interest body, which was set up to implement support measures that will allow for the analogue switch-off and continuity of reception for analogue channels, within the framework established by the Prime Minister and the audiovisual industry regulator (CSA). France Télé Numérique is responsible for providing viewers with information, and with technical and ﬁ nancial support. Its members are the French state, France Télévisions, Arte France, TF1, M6 and Canal+. TF1 contributes 10% of the budget. The TF1 group has also devoted plenty of its own resources to the project, including a dedicated team that closely monitors technical matters related to DTT and the progress being made by France Télé Numérique. Market leadership conﬁ rmed Over 2010 as a whole, the TF1 channel enjoyed an audience share of 24.5% among individuals aged 4 and over (down 6% year-on-year), and a share of 28.1% among the target audience of “women under 50  purchasing decision-makers”, against a backdrop of intensifying competition: the overall market share of free-to-air digital terrestrial television (DTT) channels rose by 30% and 27% respectively for these two audience segments in 2010. TF1 also has a unique position among European broadcasters, enjoying not only the largest audience share in its home market but also the greatest lead over its closest rival. The French TV market is undergoing structural change, with the discontinuation of advertising on France Télévisions channels after 8pm, an increase in the number of players, and the switchover from analogue to digital (which is broadening the range of free-to-air TV available to French viewers). TF1 has responded by adapting its market positioning strategy. First and foremost, TF1 is committed to being a star performer in the 7pm to 1am band. These are times with high audience potential, and therefore high monetisation potential. Over this time band, TF1 has a higher audience than over the day as a whole (27.3% of individuals aged 4 and over), and a bigger lead over its nearest rival (12.2 points, versus 8.4 points over the day as a whole). The effect is more marked for the target audience of “women under 50 purchasing decision-makers”, with a 31.8% audience share and a gap of 13.2 points over the channel’s closest competitor. Secondly, the channel is using innovation to refresh its strongest brands and strengthen its regular must-see programmes. The TF1 editorial policy, built on popular, must-see programming, enabled the channel to achieve the no. 1 spot across all its genres and maintain a big lead over its main rival in the key target audience for advertisers in 2010. Prime time audiences on the increase TF1 was the only major French channel to increase its audience in 2010. The channel attracted an average of 6.3 million viewers in prime time, a year-on-year increase of 100,000. The gap over the channel’s nearest rival (France 2) stretched to 2.7 million viewers, versus 2.5 million in 2009. TF1 is proving highly resilient in a tougher competitive environment. Within TF1’s prime time slots, the channel attracted 91% of the largest audiences, versus 93% in 2009. Unchallenged market leader in sports broadcasting TF1 attracted the highest viewing ﬁ gures of the year with the 2010 FIFA World Cup match between France and Mexico, which was seen by 15.2 million people. For a separate section on the 2010 FIFA World Cup coverage, see page 96 of this registration document. The Champions League season attracted an average of 6.7 million viewers, while the Euro 2012 qualiﬁ er between France and Luxembourg was seen by 9.4 million. Quality news coverage rewarded TF1 conﬁ rmed its position as market leader in daily news, with an unrivalled capacity for bringing the nation together and deploying exceptional resources in response to major news stories. Audiences for the regular news bulletins peaked at 8.2  million on January  9 th for the lunchtime news (Journal de 13h) and 10.4 million viewers on May  11 for the evening news (Journal de  20h). Other highlights were: p an excellent performance by Paroles de Français, which attracted 8.6 million viewers in prime time; p a 6.1 million audience peak for Reportages; p a 6.9 million audience peak for Sept à Huit; p good ratings for the new late-evening magazine show hosted by Harry Roselmack (1.6 million viewers for Harry Roselmack avec les SDF). Revitalised entertainment and reality TV programming With a combination of major live events, reality TV, game-shows, and magazine programmes, TF1 proved a big hit with viewers, attracting 19 of the 20 highest audience ratings in the genre. Highlights included: p prime time: − Les Enfoirés, la Crise de Nerfs with 11.6 million viewers, and the live broadcast of La dernière de Gad Elmaleh with 6.8 million viewers; − Koh Lanta, which drew up to 8.3 million viewers; − MasterChef, TF1’s new show, which attracted up to 5.9 million viewers and proved especially popular among target audiences for advertisers (average 32% audience share among “women under 50 purchasing decision-makers”). p access prime time: − Le Juste Prix, with 5.1 million viewers on average and a peak of 6.3 million; − La Roue de la Fortune and Une famille en Or, each of which averaged 3.9 million viewers.]]></page>
	<page id="98"><![CDATA[REGISTRATION DOCUMENT 2010 96 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results p late evening: − the Secret Story 4 reality show, which attracted 2.9 million viewers and was particularly popular with younger audiences (53% share of the 15-24 age bracket). 179 million video hits were recorded on the Internet, vindicating the channel / web rebound strategy. − Opération Tambacounda, a new format, seen by 2.3  million viewers. TF1: home to France’s top 5 American series Mentalist led the way, with 8.6  million viewers for the two all-new seasons and a peak of 10.0 million viewers. Criminal Minds (French title: Esprits Criminels) attracted an average of 7.7 million viewers and a peak of 8.5 million, while House (French title: Dr House) scored very high ratings, peaking at 9.1 million. CSI: Crime Scene Investigation and CSI: Miami (French titles: Les Experts and Les Experts Miami) attracted peak audiences of 8.3 million and 8.2 million respectively during the year. TF1 drama: popular with all French viewers and attracting ever-larger audiences TF1 programmes enjoyed the top 20 prime-time viewing ﬁ gures of the year for this genre. Successes included the Monday-evening drama offering, with one-off dramas like Clem (9.4 million viewers, 2.8 million video hits on TF1.fr) and Au bas de l’Echelle (7.9 million viewers) and brands like Joséphine, Ange Gardien (8.5 million viewers for the 50 th episode), Une Famille Formidable (up to 8.4 million viewers) and Camping Paradis (peak of 7.9 million viewers). Crime dramas also performed well in the Thursday-evening slot, especially Julie Lescaut (7.5  million viewers), the second season of Profilage (up to 7.1 million viewers), and Section de Recherches (7.4 million viewers). Movies: still a big draw on TF1 TF1 attracted 19 of the top 20 prime time audience ratings in 2010, including a peak of 14.4 million viewers for Bienvenue chez les Ch’tis. Other highlights included Astérix aux Jeux Olympiques (10.1  million), Ratatouille (8.6 million), National Treasure (French title: Benjamin Gates et le Trésor des Templiers: 7.0 million), and Enfin Veuve! (6.9 million). Throughout the period, TF1 conﬁ rmed its status as the must-see French family viewing channel, with a mission to inform, unite, move and entertain. 2010 FIFA World Cup (1) 2010 was marked by the 2010 FIFA World Cup, a ﬂ agship event for the TF1 Group. Throughout the competition, the Group achieved outstanding performances, generating record ﬁ gures on its various media. Over the 27 matches shown, TF1 attracted an average audience of 7.1 million, and audience shares of 40% among individuals aged 4 and over and 33% among “women under 50 purchasing decision- makers”. For matches shown in prime time, the average audience rose to 8.9 million (39% of individuals aged 4 and over). On June 17, TF1 achieved the highest viewing ﬁ gures of 2010 with the France-Mexico match, watched by 15.2 million viewers and generating audience shares of 56% among individuals aged 4 and over and 51% among “women under 50  purchasing decision-makers”. This was the 15 th largest audience for a football match since the creation of Médiamat in 1989. The FIFA World Cup Final between the Netherlands and Spain attracted 14.1 million viewers, the highest viewing ﬁ gure for a football match not involving a French team since Médiamat ratings began. During the 2010 FIFA World Cup, the evening news bulletin (Journal de 20h) recorded an average audience of 6.2 million, giving an audience share of 33% among individuals aged 4 and over. The May 11 bulletin, which coincided with the announcement of the French squad for the tournament, was watched by 10.4  million people, representing an audience share of 41% of individuals aged 4 and over. TF1 also entered into an alliance with various operators to offer a world ﬁ rst: the opportunity for subscribers to watch exclusive live 3D coverage of ﬁ ve 2010 FIFA World Cup matches on TF1 3D, a channel specially created for the occasion. This innovation generated serious interest among operators, and provided a further demonstration of the Group’s cutting-edge technological know-how. On the web, the ofﬁ cial 2010 FIFA World Cup – deployed jointly by TF1 and Eurosport – registered 31 million visits and more than 10 million video hits. The video streaming offering proved very popular, especially the highlights packages. The fact that 27 matches were carried, plus the innovative player specially developed by WAT that allowed web users to control live feeds, resulted in unprecedented success with over 150,000 live connections per match (peaking at over 750,000 for the France-South Africa match) and a high of 250,000 simultaneous connections. And the iPhone 2010 FIFA World Cup app, developed specially for the tournament, was downloaded over 250,000 times and recorded 2.7 million visits. The deployment of the TF1 360 strategy around the tournament proved a real success. Advertising revenue (2) Plurimedia advertising spend (excluding the Internet) rose by 10.0% in 2010. Television (national and regional channels, DTT, cable and satellite) has been the no. 1 medium in terms of advertising spend since the ﬁ rst quarter of 2010, with market share of 36.2% and gross revenue of €8.1bn over the full year. This represents year-on-year growth of 15.2%, fuelled mainly by a resurgence in advertising spend on national TV channels (up by 9.4% or €464.4 million, to €5.4bn) and by increased spending on freeview DTT (up by 40.0% or €535.0 million, to €1.9bn). Print media slipped back to no. 2 in France, with gross advertising revenue of €7.4bn in  2010, a  year-on-year increase of 7.4% or €509.5 million. Against this positive backdrop, and after a troubled 2009, TF1 grew its gross advertising revenue by 7.8% in 2010 relative to 2009. TF1 took a 40.3% market share among all freeview and pay-TV channels combined, 2.7 points lower than in the previous year. Virtually all sectors increased their advertising spend during the year, though one exception was Food, which declined by 2.4% in the year (1) Source: Médiamétrie. (2) Source: Kantar Media Intelligence.]]></page>
	<page id="99"><![CDATA[REGISTRATION DOCUMENT 2010 97 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results on an unfavourable comparative (10.3% growth in gross advertising revenue in 2009). The Publishing sector – currently in a restructuring phase – remained weak throughout the year. Gross advertising revenue for the Auto / Transport sector surged by 28.4%, largely driven by the Paris Motor Show in October 2010. Cosmetics &amp;amp; Beauty and Financial Services recorded growth of 7.1% and 14.6% respectively in 2010. SPLIT OF TF1 GROSS ADVERTISING SPEND BY SECTOR, AND 2010 VS. 2009 GROWTH Food Cosmetics Financial services Auto-transport Retail House cleaning Telecommunications Publishing Culture-Leasure Health 21.4% -2.4% 15.5% +7.1% 9.5% +28.4% 7.4% +14.6% 5.9% +2.6% 5.8% +8.1% 5.5% +4.3% 5.4% -4.9% 3.7% +39.7% 3.9% +21.7% Source: Kantar Média. Share of advertising spend The TF1 channel retained its pulling power for advertisers throughout the year. This generated growth in volumes, although the comparatives became ever tougher from the start of the second half. After focusing on rebuilding volumes during  2009, TF1 shifted its advertising strategy in 2010 to focus on rebuilding value in the wake of an unprecedented economic crisis. Various approaches were used to meet this objective: p continuing the segmentation strategy adopted in 2009, enabling the channel to increase rates for slots with high monetisation potential (especially the 7pm to 1am time band and the 2010 FIFA World Cup in the second and third quarters); p developing Media Way (TNS World Panel), a tool to enable advertisers to track the sales impact of their TV campaigns in real time, making TF1 the most effective advertising medium; p introducing new pricing terms, such as the First offering, which gives advertisers contextual slots with high added value potential. These initiatives helped push 2010 full-year net advertising revenue up by 8.4% to €1,549.8 million, with growth in all four quarters: 13.0% in the ﬁ rst quarter (to €362.8 million), 9.9% in the second quarter (to €401.8 million), 9.3% in the third quarter (to €306.5 million) and 3.5% in the fourth quarter (to €478.7 million). TÉLÉSHOPPING (1) After a decline in 2009, the retail sector generally grew by 2.2% year- on-year in 2010. Over the same period, the home shopping market grew by 1.2%, with the strongest growth in Sport / Auto Equipment (up 15.3%), Cosmetics, Beauty &amp;amp; Health (up 9.2%) and kitchenware (up 8.8%). Other sectors were still depressed, including jewellery (down 8.4%) and clothing (down 5.7%). Sales over the Internet rose by 24% to €31bn, compared with €25bn in 2009, conﬁ rming the buoyancy of the French e-commerce market. Over 340  million transactions were logged on e-commerce sites during 2010, 60 million more than in 2009. Overall, there were 27.3 million online shoppers, up 3 million on the previous year. Once again, growth in the number of online shoppers (12%) outstripped growth in the number of internet users (9%) over the period. Over the last twelve months, the number of e-commerce sites hit a new record of 81,900 active sites, up 28% on 2009, indicating that 17,800 new sites appeared in 2010. Against this backdrop of recovery, revenue for the Group’s Home Shopping business grew by 2.9% in 2010 to €101.9 million. While the established Téléshopping brand reported a slight fall in revenue, this was more than offset by good results from the Infomercials business and the Place des Tendances e-commerce site. (1) Source: FEVAD (French e-commerce and home shopping federation).]]></page>
	<page id="100"><![CDATA[REGISTRATION DOCUMENT 2010 98 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results Revenue ﬁ gures for the Home Shopping business for the year ended December 31, 2010 no longer include 1001 Listes, which has been reclassiﬁ ed to the Other Activities segment. In  2009, 1001  Listes reported revenue of €4.7 million. Revenue at the Infomercials business was boosted by new distribution contracts with DTT and cable / satellite channels (in particular Direct 8, RTL9, NT1, AB3 and AB4). The placedestendances.com site reported strong revenue growth thanks to an increase in the number of shoppers and order volumes. The site attracted 0,7 million unique visitors a month on average over 2010 (1) . Current operating proﬁ t for Téléshopping was down €1.2 million in 2010 at €3.9 million, due to the effect of lower revenues for the principal brand, despite beneﬁ ts from cost structure optimisation. The current operating proﬁ t reported for the Home Shopping business no longer includes 1001 Listes, which has been reclassiﬁ ed to the Other Activities segment (and which made a loss of €1.1 million in 2009). THEME CHANNELS (2) At end December 2010, 98% of French households had access to at least 19 channels, an increase of 11% over one year (88% at end 2009) and of 26% over two years. Freeview digital terrestrial TV (DTT) channels took a total audience share of 19.7% in 2010, versus 15.2% in 2009 and 11.1% in 2008. Also at end December 2010, 29% of French people were cable, ADSL or satellite subscribers, unchanged from 2009 and 2008. Other TV channels had a 12.2% audience share among individuals aged 4 and over in 2010, compared with 12.7% in 2009. The TF1 Group’s theme channels generated revenue of €252.5 million in 2010, up 30.0%, largely driven by the 100% consolidation of TMC and NT1 from July 1, 2010. On a constant structure basis, the theme channels would have recorded growth of 9.5%. Pay-TV subscription revenue rose by 6.2%, and advertising revenue was up 64.6% (14.2% on a comparable structure basis); excellent performances at TMC, NT1 and TV Breizh more than offset the decline in advertising on the division’s other channels now that the cable / satellite channels are in direct competition with freeview DTT. The division reported a current operating proﬁ t of €27.5 million, up 82.1%, driven by the reorganisation of the News unit to focus on LCI, tight cost control at the Découverte channels (Ushuaïa TV, Histoire and Stylìa), and good performances from TMC, NT1 and TV Breizh. Following the acquisition of control over TMC and NT1, the previously- held equity interests in these entities were remeasured at fair value, on September 30, 2010 and as estimated by an independent expert. In accordance with the applicable accounting standards, the gain arising from this remeasurement was recognised in proﬁ t for the period, in “Non-current operating income”. (1) Source: Eulerian. (2) Source: Médiamat / MédiaCabSat / Médiamat’Thématik. “Initialised base” means people receiving the channel, or a bouquet of channels. Prime time slot: 8.45 p.m. to 10.30 p.m. Pay-TV Channels Number of households receiving the channel at December 31, 2010 (2) (million) Number of households receiving the channel at December 31, 2009 (2) (million) Change 2010 Audience share (2) Eurosport France 7.6 7.5 +1.3% 0.9% TV Breizh 5.6 5.6 - 1.2% LCI 7.3 7.2 +1.4% 0.6% Ushuaïa TV 2.6 2.3 +13.0% 0.1% Histoire 4.2 4.3 -2.3% 0.2% Stylìa 3.1 2.8 +10.7% &amp;lt;0.1% Série Club 4.5 4.7 -4.3% 0.5% TF6 5.9 5.9 - 0.6% (1) Source: Médiamat and Médiamat’Thématik Vague 19 – Extended Offering, Initialised Base – Individuals aged 4 and over. (2) Source: returns filed by operators. TMC TMC attracted a 3.2% audience share in December 2010 among individuals aged 4 and over, rising to 3.8% for the advertising target audience of “women under 50 purchasing decision-makers”. On average over 2010 as a whole, TMC attracted 3.3% of individuals aged 4 and over (up 0.7 of a point year-on-year) and 3.6% of “women under 50 purchasing decision-makers” (up 0.8 of a point year-on-year). TMC is enjoying consistent audience growth, especially in advertising target markets. This success has helped the general-interest channel become the no. 1 DTT channel in France for the fourth year running, and the ﬁ fth most-watched national TV channel in France. TMC has enhanced its image as an entertaining, family-oriented national general-interest channel thanks to its new visual identity and logo, and stronger programming.]]></page>
	<page id="101"><![CDATA[REGISTRATION DOCUMENT 2010 99 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results The ﬁ fth most-watched channel in France, TMC offers an appealing mix, with prime-time offerings such as the current affairs programme 90’ Enquêtes, Law and Order (French title: New York Police Judiciaire) and movie nights. On average, TMC attracts 800,000 viewers in prime time, signiﬁ cantly more than a year ago (200,000 extra viewers). TMC drew over 1 million viewers on 64 occasions in 2010 ( versus 9 in 2009). TMC’s highest audience in 2010 was 1.7 million for The Ice Age 2 (French title: L’âge de Glace 2). On June 11, 2010, the Groupe AB and TF1 ﬁ nalised the acquisition by TF1 of ownership of the 100% interest in the NT1 channel and the 40% interest in the TMC channel held by the Groupe AB (see Chapter 4, note 3.1.1, page 132 of this registration document and ﬁ nancial annual report). TMC and NT1 have been fully consolidated by the TF1 group since July 1, 2010. The acquisition of control over TMC and NT1 by TF1 had received clearance from the French Competition Authority on January 26, 2010 and from the CSA (the French audiovisual regulator) on March 23 rd , subject to undertakings on future conduct and guarantees on the pluralism and diversity of programming (1) . Métropole Télévision (M6 Group) lodged appeals against the French Competition Authority and CSA rulings, both under the urgent appeals procedure and to the Conseil d’Etat. The Conseil d’Etat rejected the urgent appeal on April 22, 2010, and the appeal on the merits on December 30, 2010. These decisions deﬁ nitively validated the acquisition of TMC and NT1 by the TF1 Group. The airtime buying agencies are continuing to operate, and TF1 has put in place – starting 26 January 2010 – the training programmes and procedures necessary to ensure compliance with all of the undertakings made to the Competition Authority. NT1 NT1 achieved a 1.5% audience share among individuals aged 4 and over in December 2010. Among target Groups for advertisers, NT1’s share was 1.7% for “women under 50 purchasing decision-makers” and 2.0% for the 25-49 age bracket. Over  2010 as a whole, NT1 had a 1.6% audience share among individuals and among “women under 50 purchasing decision-makers”, up by 0.2 of a point and 0.1 of a point respectively year-on-year. The audience share has grown faster since September 2010 thanks to the introduction of a new programming schedule. In November 2010, NT1 achieved its best-ever viewing ﬁ gures (1.9% of “women under 50 purchasing decision-makers” and 2.4% in the 15-34 age bracket). In terms of audience share among individuals, NT1 ranked 12 th in France in 2010. The channel attracted over 800,000 viewers on 17 occasions in 2010 (versus 3 in 2009), and attracted over one million viewers on three occasions. NT1 is a general-interest channel primarily aimed at the 15-49 age bracket with a mix of magazine programmes, previously unscreened American series, movies, adventure documentaries and sport. NT1 (2) has been fully consolidated by the TF1 group since July 1, 2010. Eurosport France The paying subscriber base at end December 2010 was 7.6 million, in line with the end-2009 ﬁ gure; higher subscriber numbers in French- speaking Belgium cancelled out a slight fall in the French subscriber base. Subscription revenue rose year-on-year. The success of the HD offering illustrates Eurosport France’s ability to build customer loyalty and master cutting-edge technology. The channel’s audience fell from 29,000 per average quarter hour in 2009 to 23,000 in 2010, reﬂ ecting factors such as: p a generally less favourable sporting environment, after a record 2009 for all established sports; p mounting competition from rival channels operating in the French market. Against this backdrop, the channel’s advertising revenue fell slightly during 2010. However, internet advertising revenue was up year-on-year. The site attracted 3.5 million unique visitors in December 2010, 59% more than in the comparable period of 2009, and the French-language version of the site ranks second among sports websites in France. The rise in trafﬁ c was due to a more favourable sporting events calendar, and to the appeal of tie-ins with the Free (AliceADSL) and La Poste portals. In terms of rights, Eurosport France renewed its contracts for the “Ligue 2” and “Coupe de France” football competitions. Current operating proﬁ t was down in 2010 on a slight rise in programming costs, due to the screening of the Vancouver Olympics and the 2010 FIFA World Cup. However, the impact was partly offset by a continuation of the tight cost control policy introduced in 2009. LCI As part of the ongoing reorganisation of the TF1 Group’s News Division launched in 2008, LCI switched over to PNS2 (Process News and Sports 2) software. LCI has bolstered its news programmes and launched new shows in a bid to develop more attractive schedules to compete with freeview DTT channels. At December 31, 2010, the channel was available in 7.3 million households ( versus 7.2 million at December 31, 2009). LCI had an audience share of 0.6% of the initialised base (aged 4 and over) in 2010, versus 0.8% in 2009. LCI saw a fall in advertising revenue during the period, but the effect was cushioned by stronger subscription revenue. Despite the operating cost savings achieved since the start of 2010, current operating proﬁ t fell. TV Breizh TV Breizh is France’s no. 1 general-interest pay-TV mini-channel among individuals aged 4 and over and among “women under 50 purchasing decision-makers”. The channel achieved good results in terms of both advertising and subscription revenue. (1) For details of the undertakings given by TF1, see page 77 of the present registration document. (2) See the section on TMC for the timeline of the acquisition.]]></page>
	<page id="102"><![CDATA[REGISTRATION DOCUMENT 2010 100 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results The channel recorded excellent audience ratings thanks to programming schedules designed to build loyalty among target audiences for advertisers across most genres: p movies, such as In the Line of Fire (French title: Dans la ligne de mire), US Marshals, Les visiteurs 2 and Bewitched (French title: Ma Sorcière bien aimée); p premium American serials, such as Crossing Jordan (French title: Preuve à l’appui) and Law &amp;amp; Order: Trial by Jury (French title: New York, Cour de Justice); p well-loved American serials like Murder, She Wrote (French title: Arabesque), Columbo, and Monk; p French drama. TV Breizh is a strong brand that celebrated its 10 th anniversary in 2010. With 8.3 million viewers every month, its offering is clearly focused on relaxing, feel-good family viewing. The channel was available in 5.6  million households at December  31,  2010, unchanged from a  year earlier, and had an audience share of 1.2% of the initialised base (aged 4 and over) in 2010, also unchanged from 2009. Découverte division The Découverte division channels continued to build their editorial positioning as genuine afﬁ nity channels in a tough competitive environment. The Histoire channel pursued its dynamic creative policy during 2010, focused on discussion programmes and commemorations of historical events. At December 31, 2010, Histoire was available in 4.2 million households (versus 4.3  million at December  31,  2009). The channel had an audience share of 0.2% of the initialised base (aged 4 and over) in 2010, unchanged from 2009. On October 2, Odyssée was relaunched as Stylía, a new lifestyle, luxury and fashion channel. Stylía aims to become a trendy urban channel with a deﬁ nite feminine slant. Following a review of its policy on co-production and on buying in new exclusive programming, ﬁ rst-time broadcasts now account for 90% of the channel’s output. The new schedules are built around seven core themes: style &amp;amp; fashion, art &amp;amp; design, ﬁ ne dining, excellence (French luxury goods know-how), ﬁ rst-class travel (with a focus on dream hotels), celebrities, and lifestyle. Stylía is a pay-TV channel distributed on satellite, cable and ADSL, and is also available in catch-up on new platforms. At December 31, 2010, Stylía was available in 3.1 million households (versus 2.8 million at December 31, 2009). The channel had an audience share of less than 0.1% of the initialised base (aged 4 and over) in 2010, unchanged from 2009. Ushuaïa TV, the sustainable development channel, continued to broadcast magazine programmes and special editions focused on protecting the planet, along with exclusive documentaries in HD. At December  31,  2010, Ushuaïa TV was available in 2.6  million households (versus 2.3 million at December 31, 2009). The channel had an audience share of 0.1% of the initialised base (aged 4 and over) in 2010, unchanged from 2009. TF6 The TF6 channel, owned 50/50 with M6, was available in 5.9  million households at December  31,  2010 (unchanged from December 31, 2009). The channel had an audience share of 0.6% of the initialised base (aged 4 and over) in 2010 ( versus 0.7% in 2009). TF6 recorded an average audience share of 0.7% among the 15- 34 target age bracket capable of receiving the channel (versus 1.0% in 2009). During 2010, TF6 continued to refocus on the 15-34 advertising target age bracket by broadcasting more must-see shows, such as Dawson and One Tree Hill (French title: Les Frères Scott), exclusive series such as Legend of the Seeker, sitcoms like Scrubs and How I met your Mother, and classic series such as The Pretender (French title: Le Caméléon). TF6 also screens the best cinema and TV action movies. Faced with tougher competition, and with the decline in advertising revenue not wholly offset by the increase in subscription revenue, the channel reported an overall year-on-year fall in revenue. However, TF6 managed to protect its margin by reducing operating costs. Série Club The Série Club channel, owned 50/50 with M6, was available in 4.5 million households at end December 2010 ( versus 4.7 million at end December 2009). The channel had an audience share of 0.5% of the initialised base (aged 4 and over) in 2010 ( versus 0.6% in 2009). Série Club attracted a 0.9% share of the target audience of “women aged under 50 purchasing decision-makers” in 2010, at a time when cable and satellite channels are facing increased competition from the rise of DTT. However, Série Club is showing good resilience in both audience ratings and advertising revenue. In 2010, Série Club – the channel dedicated to series – continued to modernise, and now offers 100% of its programming in digital and 16/9. The offering takes in previously unscreened series like Mad Men, Damages and Life is Wild, seminal series such as Lost and Prison Break, must-sees like Stargate SG-14, and classics like Commissaire Valence. With mounting competition, and with the drop in advertising revenue not fully offset by increased subscription revenue, the channel reported an overall year-on-year fall in revenue. TF1 ENTREPRISES TF1 Entreprises brings together a range of businesses directly or indirectly linked to the TF1 channel, such as games, music, licences, live shows, and publishing. In 2010, TF1 Entreprises reported 12.0% revenue growth to €43.8 million. Coupled with tight overhead control, this enabled TF1 Entreprises to generate a current operating proﬁ t of €2.4 million, compared with an operating loss of €1.6 million in 2009. Operating margin was 5.5% in 2010.]]></page>
	<page id="103"><![CDATA[REGISTRATION DOCUMENT 2010 101 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results TF1 Games-Dujardin (1) In 2010, the French games market contracted very slightly, by 0.8% in value and 1% in volume (excluding jigsaw puzzles and trading card games). Against this backdrop, TF1 Games saw its market share slip from 8.6% in 2009 to 8.0% in 2010. The withdrawal of the Cranium range was offset by the acquisition of the Le Cochon Qui Rit game, and by a marketing licence for France Télévisions TV tie-in games. TF1 Games performed well throughout the year, especially in the fourth quarter (in line with usual trends in this highly seasonal business) when 1.7 million boxed sets were sold, including: p 403,000 for the 1000 Bornes range; p 367,000 TV tie-in games; p 85,000 Le Cochon Qui Rit games. TF1 Licences TF1 Licences was again one of France’s top licensing agencies during 2010. Brands such as Barbapapa and Hello Kitty went from strength to strength, Ushuaïa proved resilient, and the new MasterChef licence enjoyed a successful launch. Operating proﬁ t improved, with all brands performing well and a favourable comparative in terms of advertising revenue for promotional licensing. TF1 Musique (2) The CD market contracted again in 2010, losing 26.6% by volume and 5.9% by value. Stripping out the 2009 Michael Jackson effect, the market declined by just 2.5%. The physical market still accounts for some 84% of the total market, with one in ﬁ ve albums sold in the form of downloads. TRENDS IN THE WHOLESALE MUSIC MARKET (€M) 2007 2008 2009 2010 662 530 512 466 51 77 77 88 Digital (€m) In-store (€m) TF1 Musique performed very well in what remains a tough environment: p The Spiritus Dei album was a runaway success: it was the second best-selling album of 2010, and stayed at no. 1 in the chart for 9 weeks, with sales of 534,000. p TF1’s partnerships also recorded very strong sales: Christophe Mae shifted 674,000 albums, the Black Eyed Peas sold 439,000, Yannick Noah 464,000, and Mylène Farmer 317,000. p Mozart: the Rock Opera toured the French regions before returning to Paris at the end of the year, attracting a total of 813,000 concert- goers in 2010 and also generating merchandising revenue. Of the 10 best-selling albums of 2010, 7 were TF1 partnerships. TF1 Edition Until 2010, TF1 Publishing published books under the Editions du Toucan imprint. During the year, TF1 Entreprises carried out a reorganisation, selling the Editions du Toucan imprint and refocusing on TV spin-off books (Ushuaïa coffee-table books, Criminal Minds and Clem tie-ins etc) and the Ushuaïa magazine. Other In September 2010, TF1 Entreprises launched the Automotocompare.fr website in association with AutoMoto magazine. The site enables internet users to compare insurance companies (97,000 contacts logged in the last 4 months of 2010) and obtain a wide range of practical tips. Production The Production division, consisting of TF1 Films Production and TF1 Production, posted revenue of €16.7 million in 2010, €5.4 million less than the 2009 ﬁ gure of €22.1 million. The division made a current operating loss of €1.9 million, compared with an operating proﬁ t of €1.8 million in the previous year. TF1 Films Production (3) French cinema attendances reached  206.5  million in  2010, up 2.7% on 2009. This was ahead of the average for the last 10 years (188.1  million), and was also the highest for any  year since 1967 (211.5 million), despite a slowdown during December 2010. Cinema attendances were particularly strong in the ﬁ rst half of 2010 (up 8.1% versus the comparable period of 2009). During 2010, 24 ﬁ lms were partially screened in 3D ( versus 16 in 2009); these ﬁ lms drew over 33  million cinema-goers, or 16% of total attendances. Attendances at French ﬁ lms slipped by 0.9% to 73.4 million, slightly ahead of the average for the last 10 years (72.4 million). French ﬁ lms had an estimated market share of 36%, compared with 37% in 2009. In all, 19 French ﬁ lms attracted a million or more cinema-goers. In 2010, 13 ﬁ lms co-produced by TF1 Films Production went on general release, 6 of which pulled in at least a million cinema-goers: La Rafle (2.9  million), L’Immortel (1.1  million), Adèle Blanc-Sec (1.6  million), Camping 2 (3.9  million), and L’Homme qui voulait vivre sa Vie (1.2 million). In 2009, 7 of the 20 TF1 ﬁ lms on general release attracted at least a million cinema-goers. (1) Source: NPD data. (2) Source: SNEP data. (3) Source: CNC forecasts.]]></page>
	<page id="104"><![CDATA[REGISTRATION DOCUMENT 2010 102 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results FILM Release date Attendance to December 31, 2010 CAMPING 2 April 21, 2010 3,978,114 ARTHUR 3 LA GUERRE DES 2 MONDES October 13, 2010 3,056,062 LA RAFLE March 10, 2010 2,851,122 ADELE BLANC-SEC April 14, 2010 1,621,846 L’HOMME QUI VOULAIT VIVRE SA VIE November 3, 2010 1,172,783 L’IMMORTEL March 24, 2010 1,128,275 A BOUT PORTANT (1) December 1, 2010 799,901 IL RESTE DU JAMBON ? October 27, 2010 787,279 IMOGENE MCCARTHERY May 5, 2010 578,932 UNE PETITE ZONE DE TURBULENCES January 13, 2010 540,430 DE VRAIS MENSONGES (1) December 8, 2010 485,397 ENSEMBLE C’EST TROP February 17, 2010 335,293 600 KILOS D’OR PUR August 25, 2010 153,989 (1) Still being screened as of December 31, 2010. Source: CBO Box office. At end December  2010, the subsidiary had committed a total of €41.3 million to 19 feature ﬁ lms, thereby fulﬁ lling its commitments. TF1 Films Production recorded lower revenues in 2010 than in 2009 because fewer ﬁ lms were on general release in the year. TF1 Production The subsidiary played a key role in the 2010 FIFA World Cup, providing coverage to all TF1 group channels. The TF1 channel magazine programmes produced by TF1 Production were also highly successful. Throughout the tournament, TF1 screened Coupe du Monde FIFA 2010, Le Mag . The 21 shows attracted excellent audiences, averaging 4.7 million viewers and winning a 29% share of individuals aged 4 and over; viewing ﬁ gures peaked on June 17 at 7.7 million (40% of individuals aged 4 and over, and 40% of women viewers). The success of the 2010 FIFA World Cup offset a decline in revenue from Magazines and Drama. Overall, the drop in revenue reduced the proﬁ tability of TF1 Production in 2010. e-TF1 (1) After numerous developments throughout 2009, e-TF1 reported further growth in 2010. The Group’s various sites attracted 19.1 million unique visitors in December 2010, up 13% on December 2009, cementing the Group’s position as the leading French media Group on the web. The TF1.fr site attracted 7.9 million unique visitors per month to end December 2010. Video is performing particularly well on TF1.fr. Over 2010 as a whole, 1.4 billion free videos were viewed on the Group’s sites, including 700 million catch-up videos. This is a remarkable performance, with the number of catch-up video views far outstripping the 400 million videos watched in 2009. The pure player sites conﬁ rmed their success: WAT.tv drew 7.4 million unique visitors, and the women’s interest site Plurielles.fr attracted 3.3 million unique visitors. Overblog retained its no. 1 ranking with 10.7 million unique visitors (December 2010). The rollout of MyTF1 continued. Following the initial distribution alliance with Bouygues Telecom’s Bbox platform, announced in November 2009, TF1’s free interactive service has also been available via Orange decoders since June 2010. Interactivity eased up slightly at the start of the year, due to fewer game- shows being broadcast on the TF1 channel than in the previous year. However, the overall performance was satisfactory following successes at the end of the year, including the selection of Miss France 2011 and the daily show Les 12 Coups de Midi. Advertising revenue recovered strongly at e-TF1 in 2010, surging by 73%, thanks largely to video formats tied in to strong brands such as Secret Story and MasterChef. On November 11, 2010, TF1 transferred its 40% equity interest in Overblog to the Wikio Group, in exchange for shares representing a 13.2% interest in the new Wikio Group. This merger between the Wikio news portal and the Overblog blogging platform has created a new model for content production, not just in France but in Europe. (1) Source: Médiamétrie NNR panel, December 2010.]]></page>
	<page id="105"><![CDATA[REGISTRATION DOCUMENT 2010 103 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results The principle is to study internet users’ preferences by analysing their most frequent internet searches, and then create new content to respond to the demand. Unlike the traditional top-down model, which pushes editorially-selected content at internet users, the on-demand content model is driven by users’ needs. 2010 full-year revenue at e-TF1 was €78.2 million, an improvement of €5.4 million (7.4%) relative to 2009. Strong topline performances coupled with the non-recurrence of the website makeover charges incurred in 2009 led to a €5.9 million improvement at current operating proﬁ t level. The e-TF1 subsidiary reported a current operating proﬁ t of €2.5 million in 2010, against a loss of €3.4 million in 2009, even after the €1.5 million effect of the new tax on interactive services. OTHER ACTIVITIES Revenue from other activities amounted to €55.2 million in 2010, versus €17.1 million in 2009, mainly due to the resale of 2010 FIFA World Cup rights to France Télévisions and Canal+ for €33 million in the second quarter of 2010. Current operating proﬁ t for the  year was €23.6  million, versus €27.9 million for 2009; the year-on-year fall of €4.3 million reﬂ ects the reversal in the fourth quarter of 2009 of a provision for litigation. Les Indés Radios (formerly Les Indépendants) During 2010, TF1 Publicité sold advertising airtime for 128 local, regional and special-interest radio stations in the Indés Radios federation. This leading national offering (18.8% commercial share among individuals aged 25-49 (1) , backed up by Sud Radio and Wit FM, provides a mix of pulling power and local coverage that is ideal for delivering more effective advertising. While gross advertising spend (2) on national radio rose by 6.9% in 2010, the radio offering sold through TF1 Publicité reported 25.8% growth in gross spend. With market share of 10.7%, TF1 Publicité is now a major player in the radio advertising sector. The contribution to consolidated revenue (in the form of agency commission) amounted to €12.6  million in  2010, compared with €9.9 million in 2009. Third-party advertising airtime sales TF1 Publicité also sells airtime for a dozen themed, add-on and branded channels, including the Disney and Cartoon channels. The contribution to consolidated revenue (in the form of agency commission) was stable year-on-year. INVESTMENT IN ASSOCIATE (AN EQUITY AFFILIATE AS OF JUNE 30, 2010) Groupe AB The Groupe AB produces and broadcasts TV channels: RTL9 (65%) and AB1 in France, and AB3 and AB4 in Belgium. The Group also owns one of the biggest catalogues of French-language audiovisual rights, with over 1,500 titles representing 44,000 hours of programming (including episodes of serials like Navarro and Femme d’Honneur); these rights are distributed in France and internationally. On June 11, 2010, the Groupe AB and TF1 ﬁ nalised the purchase by TF1 of ownership of the 100% interest in the NT1 channel and the 40% interest in the TMC channel owned by the Groupe AB. Under the terms of the agreement, the Groupe AB management team (Port Noir Investment) was granted a call option over TF1’s minority stake, exercisable at any time during a two-year period at a price of €155 million. The other activities of the Groupe AB are now held by a new company, in which TF1 holds the same equity interest (33.5%) as it previously held in the Groupe AB. The TF1 group also raised its equity interest in WB Télévision (a holding company owned by Claude Berda, which controls Belgian French-language channels AB3, AB4 and Videoclick) from 33.5% to 49%. The TF1 Group’s 33.5% equity interest in the other activities of the Groupe AB is valued at €155 million. A call option has been granted over this interest, exercisable at any time up to and including June 11, 2012 at a price of €155 million. In accordance with IAS  27 (Consolidated and Separate Financial Statements), because the TF1 group has granted a call option that is exercisable at any time this interest is no longer accounted for as an associate by the equity method, but instead has been recognised as a non-current ﬁ nancial asset in the balance sheet at fair value since July 1, 2010. AUDIOVISUAL RIGHTS Revenue from the Audiovisual Rights Division was down €8.1 million at €142.9 million in 2010, 5.4% lower than in the previous year. The division made a current operating loss of €5.2 million, compared with a loss of €22.5 million in the previous year, an improvement of €17.3 million. CATALOGUE French cinema attendances reached an estimated 206.5 million in 2010 (up 2.7% on 2009); see the section on TF1 Films Production above for market data. 2010 was the year in which French cinemas embraced digital, as the number of digital screens doubled. Over 1,800 cinemas now have digital projectors, representing one-third of all French cinemas, compared with 17% a year ago. (1) Source: Médiamétrie – 126,000 Radio – November-December 2010 – Monday/Friday – 5 a.m. to midnight – commercial market share based on average quarter-hour periods for TF1 Publicité Radios, NRJ Global, IP Radio, Lagardère Publicité, RMC, Skyrock and Radio Classique. (2) Source: Kantar Média – Gross advertising spend – National Radio – All sectors – Full Year 2010 (vs Full Year 2009).]]></page>
	<page id="106"><![CDATA[REGISTRATION DOCUMENT 2010 104 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results During 2010, TF1’s catalogue business continued the alliance with UGC that began in 2009. Eight ﬁ lms went on general release in 2010, four fewer than in 2009, the most successful being Les Invités de mon Père (840,000 cinema-goers), Elle s’appelait Sarah (800,000) and Le nom des gens (700,000). A total of 14 ﬁ lms were co-ﬁ nanced by TF1 and UGC in 2010 and 2011 will be the ﬁ rst year in which ﬁ lms acquired jointly by the two companies will be screened. Revenue from the Catalogue business fell by €3.5  million to €54.1 million.Good performances by some ﬁ lms and by the catalogue sales business could not make up for the fact that fewer ﬁ lms were released than in 2009. Despite this fall in revenue, there was an improvement of €13.7 million at current operating proﬁ t level, as the business moved from a loss of €9.4 million in 2009 to a proﬁ t of €4.3 million in 2010. VIDEO During 2010, French consumers spent a total of €1.49bn on DVDs and Blu-Ray HD disks. For the second year in a row, consumer spending on physical video media was ﬂ at (0.1% growth). HD media continued to grow: Blu-Ray sales were up 61.6%  year-on-year, reaching €173.4  million (9.7  million units). Blu-Ray accounted for 12.5% of French video sales in  2010, versus 7.8% in 2009. DVDs represented 87.5% of the market by value (vs. 92.2% in 2009). French consumers bought almost as many DVDs as in the previous year (0.4% fall). A total of 135.3 million DVDs were sold in 2010 (1) . (1) Source: CNC-GFK. PURCHASES OF VIDEO MEDIA IN 2010 Units (million) Change 2010 vs 2009 Sales (€m) Change 2010 vs 2009 DVD 135.27 -0.4% 1,211.89 -5.1% Blu-Ray 9.66 +82.8% 173.41 +61.6% TOTAL 144.93 +2.7% 1,385.30 +0.1% Source: CNC–GFK. Revenue for TF1’s Video business fell by 4.9% to €88.8 million.The business scored some notable successes during the year, including The White Ribbon (French title: Le Ruban blanc, winner of the Palme d’Or at the 2009 Cannes Film Festival and the Golden Globe for best foreign-language ﬁ lm) and Un Prophète (winner of 9 César awards, Oscar-nominated for best foreign-language ﬁ lm). The end of the year saw impressive DVD sales for Motherfucker (the Florence Foresti show), Mozart: The Rock Opera, and the animated movie Dora the Explorer (French title: Dora l’Exploratrice). But despite these successes, volumes fell below the previous year’s level due to a limited line-up of new videos and a tough 2009 comparative boosted by strong titles, in a market facing structural price erosion. Despite tight cost control, the slippage in revenue resulted in a current operating loss of €9.5 million, compared with a loss of €13.1 million in the previous year. After an 18-month tie-up, TF1 Vidéo and SPHE (Sony Pictures Home Entertainment) have decided to end their alliance in physical video distribution with effect from July 1, 2011. BROADCASTING INTERNATIONAL The Broadcasting International segment generated revenue of €364.4  million in  2010 compared with €319.2  million in  2009, an increase of 14.1%. Current operating proﬁ t was up 35.2% at €59.9m. In 2009, Broadcasting International’s current operating proﬁ t included a €2 million gain on the sale of France 24. EUROSPORT INTERNATIONAL (2) Eurosport channels recorded lower audiences in 2010 than in 2009: the average audience per average quarter hour was 573,000, including 508,000 (down 10%) for the Eurosport channel itself. This fall was due to tougher competition from channels that screened 2010 FIFA World Cup matches, even though Eurosport offered attractive programming with the Vancouver Olympics (120 million viewers over the period) and the African Cup of Nations. In 2010, Eurosport was received by 123.0 million households in Europe, up 4.9 million year-on-year. The ongoing spread of cable and ADSL boosted all the Group’s channels, as did expansion into new territories and technological developments. An alliance with Panasonic enabled Eurosport to show the French Open tennis tournament in 3D in more than 3,000 hi-ﬁ stores across Europe. Backed by targeted print media campaigns, these 3D screenings were a great success and conﬁ rmed Eurosport’s ability to innovate. The paying subscriber base increased by 7% (or 5.6  million)  year-on-year, mainly in Eastern and Central Europe, Asia-Paciﬁ c and the Mediterranean basin. The Eurosport 2 channel subscriber base rose to 47.9  million (up 7.8 million year-on-year), with growth driven by Eastern Europe and by the April 2010 launch of a Swedish-language version in Scandinavia. The channel’s offering has now been further enhanced by the German Bundesliga, which is available in HD. The Eurosport HD channel now has 11.7  million subscribers (up 6.5 million year-on-year), and is performing very well in the United Kingdom, the Mediterranean countries of Europe, and Scandinavia. (2) Source: comScore Networks, no. 1 site in Europe with average of 11.3 million unique visitors, January-December 2010.]]></page>
	<page id="107"><![CDATA[REGISTRATION DOCUMENT 2010 105 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results This channel has signiﬁ cantly strengthened the market positioning of the Eurosport Group. EurosportNews also continues to expand, and now has 6.2 million subscribers, virtually all of them paying. The rollout of Eurosport into the Asia-Paciﬁ c region under alliance deals with Australian platforms is gathering pace, helping to secure the channel’s position in the region over the longer term. This expansion in the subscriber base generated robust 16.4%  year-on-year growth in subscription revenue. Eurosport International also reported robust growth in advertising revenue (up 10.6% at €78.1m) in 2010, thanks to events with strong appeal for advertisers, a better economic climate, and a soft comparative. Internet audiences remained high during 2010, with the number of unique visitors per day hitting 2.3 million (December 2010). On these ﬁ gures, Eurosport ranks as the leading European sports website. At end June  2010, English-language sites aimed at Australia and South-East Asia were launched as part of the accelerated expansion programme in the region. In early December 2010, Eurosport launched a Turkish version of the site, which is now available in 14 local versions and 11 language versions. Since March 2007, the Eurosport channel has been capitalising on its strong internet audiences to distribute content directly to web users via a Player function. Originally limited to certain countries, this service is now available across the whole of Europe (apart from Italy and Russia), over the Internet and via iPhone apps. Revenue from other activities advanced year-on-year, driven by the Eurosport Player, the launch of Eurosport Arabia, and free iPhone apps (nearly 3.1 million downloads to end December 2010) and Eurosport SmartPhone apps (launched on BlackBerry and iPad in May 2010, and on Android in June 2010). In December 2010, 338,000 people a day were using the Eurosport app. Eurosport International posted  2010 fourth-quarter revenue of €90.2 million, an improvement of €5.7 million (6.7%) on the fourth quarter of 2009. Quarterly operating proﬁ t at Eurosport International was €16.4 million, giving operating margin of 18.2%, against 7.8% in the fourth quarter of 2009. Full-year revenue at Eurosport International was €364.4  million, an increase of €45.2 million (14.2%) on 2009. Eurosport International reported full-year current operating proﬁ t of €59.9 million, giving operating margin of 16.4%, versus 13.3% in 2009. Generating this level of margin in a year of big sporting events is a remarkable achievement; it reﬂ ects rigorous control of overheads, cost optimisation, and a good balance between rights acquisition costs (the key to building audiences and securing the channel’s reputation) and associated revenue streams. OTHER ACTIVITIES In 2009, the segment included Top Ticket.s (Pilipili). At end 2010, the segment consisted of SPS and 1001 Listes. The segment generated revenue of €5.5 million in 2010, and made a current operating loss of €25.6 million. SPS On June 8, 2010, the French Online Gaming Regulatory Authority (ARJEL) granted two licences to SPS, allowing it to operate in the French online sports betting and poker markets. On the same day, the EurosportBET.fr site was launched. In the United Kingdom, the site has been up and running since June 2009, but is not earmarked for further development because the market is mature and highly competitive. The offering in France was extended when the EurosportPOKER.fr site went online on June 30, 2010. On September 23, 2010, EurosportBET obtained an operating licence for betting on horse-racing in France, and is now one of only three sites licensed to provide all three types of online gaming allowed in France (sporting bets, horse-racing bets, and online poker). SPS generated revenue of €1.6 million in 2010, compared with an immaterial amount of revenue in 2009. The business made a current operating loss of €23.6  million in  2010; this compares with the €3.0 million share of SPS costs booked in the previous year. On March 8, 2010, TF1 agreed to buy out the remaining 50% equity interest in SPS held by the Serendipity investment fund for €6.4million. Following this transaction, the TF1 group holds a 100% equity interest in SPS. Consequently, the SPS online gaming and betting business was consolidated proportionately at 50% during the ﬁ rst quarter of 2010 and fully consolidated within the Broadcasting International segment for the second and third quarters of 2010, before being reclassiﬁ ed to the Other Activities segment for the fourth quarter of 2010 and for full year 2010. The acquisition was accounted for in accordance with the revised IFRS 3 (Business Combinations), leading to the recognition of (i) provisional goodwill of €12.2 million in the balance sheet and (ii) the €6.1 million gain arising on the fair value remeasurement of the previously-held equity interest in the income statement. This gain was classiﬁ ed in “Other operating income” in the 2010 interim ﬁ nancial statements and reclassiﬁ ed to “Non-current operating income” in the fourth quarter of 2010. Changes in the regulatory environment and market conditions in the online gaming and betting industry since 8 March 2010 have led TF1 to review its strategy for this business. The impact of this review on the valuation of SPS has been recognised in the consolidated ﬁ nancial statements for the year ended December 31, 2010, in the form of a €12.2 million impairment loss taken against the goodwill and reported in “Non-current operating expenses”.]]></page>
	<page id="108"><![CDATA[REGISTRATION DOCUMENT 2010 106 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results 1001 LISTES 1001 Listes was reclassiﬁ ed from Téléshopping to Other Activities in the fourth quarter of 2010. On February 4, 2011, TF1 sold its entire equity interest in 1001 Listes to the Galeries Lafayette Group. 1001  Listes generated revenue of €3.9  million in the  year ended December 31, 2010, compared with €4.7 million in the previous year. The business made a current operating loss of €2.0 million in 2010, compared with a loss of €1.1 million in 2009. Based on the terms of the sale agreement, an impairment loss of €7.0 million was charged against the 1001 Listes goodwill to reﬂ ect the sale price; this loss was recognised in “Non-current operating expenses”. METRO FRANCE (ASSOCIATE) Publications Metro France, in which TF1 has a 34% equity interest, distributed an average of 675,000 copies of its freesheets a day in 10 French cities during 2010. The earnings contribution of Publications Metro France in the TF1 2010 ﬁ nancial statements was not material. 3.2.2 Outlook In 2011, as in 2010, we will be faced with an economic environment in ﬂ ux, characterised by continuing uncertainty and poor visibility. We are working on the assumption that consolidated revenue will remain stable in  2011. Consolidation of the revenue contribution from the acquired equity interests in TMC and NT1 over the full year will be offset by the non-recurrence of the resale of 2010 FIFA World Cup rights. We are conﬁ dent in our ability to leverage growth in advertising revenue, not just for the TF1 channel but across all our media (digital terrestrial TV channels, digital media and Eurosport). Most of our diversiﬁ cation activities are likely to see further growth, though against less favourable comparatives. We are also reiterating our objective of improving proﬁ tability and stabilising TF1 channel programming costs; we expect these costs to average in the region of €950 million in 2011 and 2012. As part of the plan to develop synergies between our free-to-air channels, our current working scenario is that in 2013, 60% of the programming on TMC and NT1 (versus 35% in 2010) could be sourced from the TF1 catalogue or from in-house production. The divestments and restructuring carried out in 2010, and the new organisational structures we have put in place, are expected to have a positive impact on our operating expenses. During 2011, we will redouble our efforts to strengthen our market position and accelerate our progress, actively pursuing the strategy implemented three years ago by: p continuing to offer strong content, with a mission to inform, unite, move and entertain, across all of our distribution channels (free-to-air and Pay TV, and the Internet) while keeping costs under control; p using technological advances to ﬁ nd opportunities to reach and interact with every audience Group, through afﬁ nity channels, VOD and SVOD offerings, music, games, and e-commerce. Our ability to combine mass media effectiveness with the intimacy of personal digital media makes us well placed to consolidate our position as market leader in our core business: delivering entertainment and information in all their forms, thereby offering advertisers the broadest possible scope to get their message across. We will also pursue our corporate citizenship and corporate responsibility initiatives, playing our part in promoting social cohesion and diversity. Secure in our very sound ﬁ nancial position, we have many strengths to help us meet the challenges of the year ahead. 3.2.3 Post balance sheet events On February 4, 2011, TF1 sold its entire equity interest in 1001 Listes to the Galeries Lafayette Group.]]></page>
	<page id="109"><![CDATA[REGISTRATION DOCUMENT 2010 107 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results 3.2.4 The role of TF1 vis-à-vis its subsidiaries and relations with the parent company (For details of the positions held by TF1 executive directors in the principal subsidiaries, see page 6 of this registration document and Annual Financial Report). The TF1 group comprises about 50 directly or indirectly owned operating subsidiaries (see the organisation chart on page 7 of this registration document), most of them located in France. The role of TF1 is to deﬁ ne the overall strategic priorities of the Group, and to provide leadership in areas such as identifying synergies and standardising procedures. From a ﬁ nancial standpoint, TF1 oversees the level of capitalisation of its subsidiaries. The TF1 group Treasury Direction manages and pools the cash positions of all Group subsidiaries except for Place des Tendances, Série Club, TCM and Metro France, which handle their own treasury and ﬁ nancing. The related-party agreements between TF1 and its subsidiaries, described in the Statutory Auditors’ report on such agreements, relate to: p permanent access by the subsidiaries to TF1 corporate functions (General Counsel’s ofﬁ ce, Corporate Affairs, Legal, Internal Communication, Research &amp;amp; Statistics, Financial Control,  etc.). Access to these functions is invoiced to each subsidiary in proportion to its headcount and individual-company revenues. The total amount invoiced for the year ended December 31, 2010 was €11.1 million. Additional services provided on request are invoiced on an arm’s length basis; p under an agreement dated October 12, 2005, LCI may in the event of a major breaking news story switch its output to the TF1 channel so as to provide immediate news coverage. In 2010, LCI received an annual ﬁ xed fee of €5.0 million; p the other agreements (mainly business management leases) are described in the Statutory Auditors’ report. The related-party agreements between TF1 and Bouygues, as described in the Statutory Auditors’ report on such agreements, cover: p access by TF1 to Bouygues corporate functions. In 2010, Bouygues invoiced TF1 a total of €3.5 million for corporate services, equivalent to 0.13% of the total revenue generated by the TF1 group (versus €3.4 million and 0.14% of total revenue for 2009). Bouygues provides the various companies in the Bouygues Group with expert services in a variety of ﬁ elds such as ﬁ nance, legal, human resources, administration, information systems and new technologies... TF1 has a contractual right to call upon these services in response to issues as and when they arise, in accordance with the terms of an agreement approved annually by the Board of Directors. TF1 can consult Bouygues Group experts at any time in areas where they have limited in-house expertise. For example, TF1 does not have an in-house insurance law specialist, and so consults the Bouygues Insurance Department when it needs a new policy. The same applies to information systems audit. As well as providing advice and assistance on request, the Bouygues Group corporate functions co-ordinate activities within their areas of expertise, in particular by arranging meetings at which specialists can exchange views, discuss technical issues and familiarise themselves with new developments; examples include contract law and accounting standards. The actual cost of these shared corporate functions is recharged to TF1 using a formula tailored to the nature of the service: the ratio of TF1 headcount to total Bouygues Group headcount for human resources, long-term capital for ﬁ nancial matters, and revenue for all other functions. p The other agreements with Bouygues (institutional communication campaign and the top-up executive retirement beneﬁ t plan) are described in the Statutory Auditors’ report. 3.2.5 The TF1 parent company In  2010, TF1 SA (the parent company) generated revenue of €1,484.6 million (up 7.8% year-on-year), comprising €1,473.9 million of advertising revenue (up 8.6%) and €10.7 million of other revenue (down 43.4%). The operating proﬁ t for the year was €154.1 million, an increase of €113.4 million on the previous year. Net ﬁ nancial income was down 66.1% at €50.8 million. Net proﬁ t for the year was €157.2 million, 20.8% lower than in the previous year. Expenses falling within the scope of article 39-4 of the French General Tax Code, which are non-deductible for corporate income tax purposes, amounted to €235,542 in the year ended December 31, 2010. These expenses will be submitted to the Combined Annual General Meeting for approval, in accordance with article 223 quater of the French General Tax Code.]]></page>
	<page id="110"><![CDATA[REGISTRATION DOCUMENT 2010 108 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results APPROPRIATION OF PROFITS In the resolutions submitted for your approval, we are asking you to approve the parent company ﬁ nancial statements and the consolidated ﬁ nancial statements for the  year ended December  31,  2010, and (having noted the existence of distributable proﬁ ts of €407,887,977.73, comprising net proﬁ t for the period of €157,208,740.70 and retained earnings of €250,679,237.03 to appropriate this sum as follows, as proposed by the Board of Directors: p distribution of a cash dividend of €117,375,770.60 (i.e. a dividend of €0.55 per €0.20 par value share); p the balance of €290,512,207.13 to be carried forward as retained earnings. The ex-date of the dividend on the Euronext Paris market will be April 19, 2011. The date of record (i.e. the day at the end of which the post-settlement positions entitled to the dividend are determined) will be April 21, 2011. The payment date of the dividend will be April 26, 2011. In accordance with article 158.3.2 of the French General Tax Code, this dividend is fully eligible for the 40% relief available to individuals tax- resident in France. We would remind you that individuals tax-resident in France whose dividend income is eligible for this relief may elect to have these revenues taxed at the ﬂ at rate of 19% speciﬁ ed in article 117 quater of the French General Tax Code. This election must be made each time a dividend is received, is irrevocable, and cannot be made retrospectively. We are also asking for your authority to transfer to retained earnings the amount of dividend accruing to any of its own shares that TF1 may hold, in accordance with article L. 225-210 of the French Commercial Code. The amount of dividend distributed in respect of the three previous ﬁ nancial years was as follows: Year ended Net dividend per share Tax relief (1) December 31, 2007 €0.85 yes December 31, 2008 €0.47 yes December 31, 2009 €0.43 yes (1) Eligible for the 40% tax relief available to individuals tax-resident in France under article 158.3.2 of the French General Tax Code. ANALYSIS OF TF1 TRADE CREDITORS BY DUE DATE (€M) 31/12/2010 31/12/2009 Total trade creditors 318.0 368.9 Total creditors included in the analysis (1) 266.6 294.8 Of which non past due 257.1 284.1 Of which past due (2) 9.5 10.7 In most cases, TF1 SA applies agreed payment terms of 45 days from the end of the month in which the supplier invoice was issued. (1) The trade creditors total included in the analysis as at December 31, 2010 comprises all trade creditors except for trade b ills payable, which amounted to €51.4 million (compared with €33.4 million as of December 31, 2009). The analysis as at December 31, 2009 also excluded foreign and intra-group trade creditors of €40.7 mill ion, in accordance with the relevant regulations. (2) Of which past due by less than 30 days: €4.9 million (€2.9 million as at December 31, 2009); past due by between 30 and 90 days: €2.3 million (€3.1 million as at December 31, 2009); past due by more than 90 days: €2.3 million (€4.7 million as at December 31, 2009).]]></page>
	<page id="111"><![CDATA[REGISTRATION DOCUMENT 2010 109 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 2010 activity and results 3.2.6 Principal acquisitions and divestments NEWLY CONSOLIDATED ENTITIES, CHANGES IN SCOPE OF CONSOLIDATION AND ACQUISITIONS OF EQUITY INTERESTS FIRST-TIME CONSOLIDATION OF TMC AND NT1 On June 11, 2010, the TF1 group acquired control over TMC, TMC Régie and NT1. TMC and TMC Régie, which prior to the acquisition were accounted for by the proportionate consolidation method at 40%, have been fully consolidated with effect from July 1, 2010. As from that date, 100% of all the assets, liabilities, income and expenses of these two companies are included in the TF1 group consolidated ﬁ nancial statements. Net proﬁ t and shareholders’ equity are split between TF1 and minority interests on the basis of their respective interests in the companies (80% TF1, 20% minority interests). NT1 was included in the scope of consolidation for the ﬁ rst time effective July 1, 2010, and is fully consolidated based on a percentage interest of 100%. The equity interests acquired in June  2010, initially measured at €191.7 million, were ﬁ nally acquired for €198.1 million in cash (including a contingent purchase consideration of €6.4  million, corresponding to the estimated net surplus cash of the acquired entities. The ﬁ nal purchase price was determined in November 2010 at €194.9 million. The fair value of the equity interests in the channels was measured by an independent ﬁ rm of experts at €429 million. Based on the €191.7 million paid to acquire the equity interests in 2010 and the €134.9 million carrying amount of the previously-held equity interests, a remeasurement gain of €102.4 million was recognised in the income statement, in “Non- current operating income”. The €6.5 million of transaction costs incurred in connection with this business combination were recognised in the income statement for the year ended December 31, 2010 as a reduction in the remeasurement gain, in “Non-current operating income”. This amount included €2.2 million incurred in 2009 and recognised as an asset in the balance sheet as of December 31, 2009 pending ﬁ nalisation of the business combination. As part of the fair value remeasurement of the assets and liabilities of the acquired companies, the TMC brand was recognised as an asset in the balance sheet at its estimated fair value of €30 million and the acquired audiovisual rights were recognised at a fair value of €30.3 million, after deducting an impairment loss of €11.9 million. After recognition of these various items, total goodwill of €399 million was recognised. The goodwill recognised in respect of this acquisition as of December 31, 2010 is provisional, and may be adjusted during a 12-month period from the acquisition date, i.e. up to and including June 11, 2011. The TF1 group elected to apply the partial goodwill method in accounting for this acquisition, which means that the minority interests in TMC held by the Principality of Monaco were not remeasured at fair value. Consequently, these minority interests were maintained at their carrying amount after remeasurement of the acquired assets and liabilities. Revenue from the acquired equity interests in TMC and NT1 recognised in the consolidated ﬁ nancial statements for the year ended December 31, 2010 for the period from the date of acquisition of control amounts to €39.7 million. If the equity interests had been acquired on and consolidated from January 1, 2010, they would have contributed €79 million to consolidated revenue. TRANSFER OF THE EQUITY INTEREST IN JFG NETWORKS (OVERBLOG WEBSITE) TO THE WIKIO GROUP On November 11, 2010, the TF1 group reached an agreement with the Wikio Group under which TF1 transferred its 40% equity interest in JFG Networks in exchange for shares in a new Group comprising JFG Networks, Wikio, and Wikio’s other subsidiaries. Following this transaction, the TF1 group became the largest shareholder in the Wikio Group with a 13.2% equity interest. In the consolidated ﬁ nancial statements for the  year ended December 31, 2010, JFG Networks (previously accounted for as an associate by the equity method) has been deconsolidated. The new equity interest in the Wikio Group received in exchange is reported in “Equity investments in non-consolidated companies” at the historical cost of JFG Networks as of the transaction date. TREATMENT OF THE EQUITY INTEREST IN THE GROUPE AB The TF1 group has retained a 33.5% equity interest, valued at €155 million, in the other activities of the Groupe AB. TF1 has granted the Groupe AB management team (Port Noir Investment) a call option over this interest, exercisable at any time up to and including June 11, 2012 at a price of €155 million. In accordance with IAS  27 (Consolidated and Separate Financial Statements), because the TF1 group has granted a call option that is exercisable at any time this interest is no longer accounted for as an associate by the equity method, but instead is recognised as a non- current ﬁ nancial asset in the balance sheet at its fair value of €155 million. CHANGE IN CONSOLIDATION METHOD – SPS The buyout of the 50% interest in SPS held by the Serendipity investment fund gave the TF1 group control over SPS. The change in the consolidation method used for this entity, from proportionate consolidation to full consolidation, was applied in the consolidated ﬁ nancial statements with effect from March 31,  2010 (see note  1, “Signiﬁ cant Events of 2010” and note 7, “Goodwill”of this registration document, Chapter 4.2.). INTERNAL REORGANISATIONS WITH NO IMPACT ON CONSOLIDATION As part of the ongoing rationalisation of the legal structure of the TF1 Group, the following transactions were carried out: p 2010: mergers of Dualnet into E-TF1, TF Image 2 into Ciby 2000, and Etablissements Michel into Dujardin. p 2009: mergers of Téléma into TF1 International, CIC into TF1 Video, Sacas and TF1 Satellite into TF1 Expansion. TF1 SA OTHER COMMITMENTS None except the Groupe AB management team call option over the TF1 interest mentioned above.]]></page>
	<page id="112"><![CDATA[REGISTRATION DOCUMENT 2010 110 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 Available information in other part of the registration document 3.3 AVAILABLE INFORMATION IN OTHER PART OF THE REGISTRATION DOCUMENT 3.3.1 Risks factors and compensation of the executive director With regard to risk factors and compensation of the executive director, see chapter 2, pages 66-78 of the registration document . 3.3.2 Human resources and environment update With regard to human resources and environment update, see chapter 1, pages 21-39 of the registration document. 3.3.3 Information concerning the TF1 company and its capital With regard to Information concerning the TF1 company and its capital, see chapter 6, pages 209-231 of the registration documen t.]]></page>
	<page id="113"><![CDATA[REGISTRATION DOCUMENT 2010 111 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS 3 Statement of company operations over the last ﬁ ve business years 3.4 STATEMENT OF COMPANY OPERATIONS OVER THE LAST FIVE BUSINESS YEARS Nature of indicators (in €) 2006 2007 2008 2009 2010 I - End of year financial position a) Company capital 42,824,426 42,682,098 42,682,098 42,682,098 42,682,098 b) Number of shares issued 214,122,129 213,410,492 213,410,492 213,410,492 213,410,492 c) Number of convertible bonds II - Overall operational results a) Turnover excluding taxes 1,649,601,932 1,651,380,074 1,578,094,919 1,376,578,316 1,484,569,148 b) Profits before tax, employee participation, liquidations and provisions 355,728,097 331,000,742 231,461,449 201,671,020 225,847,859 c) Tax on profits 76,931,481 71,971,099 23,176,898 (17,671,273) 33,468,225 d) Employee participation 8,185,797 7,978,095 3,605,647 256,981 4,645,162 e)  Profits after tax, employee participation, liquidations and provisions 250,816,043 203,747,738 138,921,498 198,396,034 157,208,740 f) Amount of profits distributed 181,790,003 181,386,487 100,302,931 91,766,512  117,375,771 (1) III - Operational results per share a)  Profits after tax and employee participation but before liquidations and provisions 1.26 1.18 0.96 1.03 0,88 b) Aggregate employment earnings 1.17 0.95 0.65 0.93 0,74 c) Expenditure on benefits 0.85 0.85 0.47 0.43 0,55 (1) IV - Employees a) Number of employees 1,540 1,573 1,536 1,597 1,604 b) Total payroll costs 111,770,510 116,739,407 121,186,526 118,312,622 120,882,687 c) Total of employee benefit costs 52,182,591 57,127,130 54,153,178 69,307,854 64,780,999 (1) Dividend submitted for approval to the General Meeting of April 14, 2011.]]></page>
	<page id="114"><![CDATA[REGISTRATION DOCUMENT 2010 112]]></page>
	<page id="115"><![CDATA[REGISTRATION DOCUMENT 2010 113 4.1 CONSOLIDATED FINANCIAL STATEMENTS AFR 114 4.1.1 Consolidated balance sheet 114 4.1.2 Consolidated income statement 116 4.1.3 Consolidated statement of changes in equity 117 4.1.4 Consolidated cash ﬂ ow statement 118 4.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AFR 119 4.3 PARENT COMPANY FINANCIAL STATEMENTS AFR 174 4.3.1 Parent company balance sheet (French GAAP) 174 4.3.2 Parent company income statement (French GAAP) 176 4.3.3 Parent company cash ﬂ ow statement (French GAAP) 177 4.4 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS AFR 178 FINANCIAL STATEMENTS 4 Year ended December 31, 2010 The consolidated ﬁ nancial statements of the TF1  group for the year ended December  31, 2010 should be read in conjunction with the audited consolidated ﬁ nancial statements for the year ended December 31, 2009 and the year ended December 31, 2008, prepared in accordance with international ﬁ nancial reporting standards, as presented in the 2009 French-language Document de référence ﬁ led with the Autorité des Marchés Financiers (AMF) on March 29, 2010 as number D.10-0182, an English-language version of which (the 2009 registration document) is available on the TF1 corporate Website via the link http://www.tf1ﬁ nance.fr/en/publications-rapports_annuels.php. These ﬁ nancial statements have been approved by the Board of Directors on February 16, 2011 and will be submitted for shareholders’ approval during the Ordinay General Meeting on April 14, 2011. Post balance sheet events are disclosed chapter 3, page 106.]]></page>
	<page id="116"><![CDATA[REGISTRATION DOCUMENT 2010 114 FINANCIAL STATEMENTS 4 Consolidated ﬁ nancial statements 4.1 CONSOLIDATED FINANCIAL STATEMENTS 4.1.1 Consolidated balance sheet ASSETS (€m) Note 12/2010 12/2009 Goodwill 7 883.5 506.9 Intangible assets 147.4 137.7 Audiovisual rights 8.1 77.5 98.6 Other intangible assets 8.2 69.9 39.1 Property, plant and equipment 9 186.1 191.4 Investments in associates 10 13.9 275.4 Non-current financial assets 12.1 181.2 20.2 Non-current tax assets 28.2.2 2.6 11.5 Total non-current assets 1,414.7 1,143.1 Inventories 631.4 600.6 Programmes and broadcasting rights 11 617.7 589.3 Other inventories 13.7 11.3 Trade and other debtors 12.2 1,227.3 1,350.2 Current tax assets 7.6 9.5 Other current financial assets 12 4.4 8.9 Cash and cash equivalents 12.3 39.3 570.5 Total current assets 1,910.0 2,539.7 Held-for-sale assets -- TOTAL ASSETS 3,324.7 3,682.8 Net cash (+) / Net debt (-) 15 16.8 72.8]]></page>
	<page id="117"><![CDATA[REGISTRATION DOCUMENT 2010 115 FINANCIAL STATEMENTS 4 Consolidated ﬁ nancial statements SHAREHOLDERS’ EQUITY AND LIABILITIES (€m) Note 12/2010 12/2009 Share capital 13.1 42.7 42.7 Share premium and reserves 1,267.9 1,239.3 Net profit for the period attributable to the Group 228.3 114.4 Shareholders’ equity attributable to the Group 1,538.9 1,396.4 Minority interests 8.7 0.2 Total shareholders’ equity 1,547.6 1,396.6 Non-current debt 14 &amp;amp; 15 16.1 0.5 Non-current provisions 16.1 44.4 44.0 Non-current tax liabilities 28.2.2 11.0 1.3 Total non-current liabilities 71.5 45.8 Current debt 15 6.1 505.5 Trade and other creditors 14 1,638.5 1,696.0 Current provisions 16.2 51.7 36.4 Current tax liabilities 5.7 1.1 Other current financial liabilities 14 3.6 1.4 Total current liabilities 1,705.6 2,240.4 Liabilities relating to held-for-sale assets -- TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 3,324.7 3,682.8]]></page>
	<page id="118"><![CDATA[REGISTRATION DOCUMENT 2010 116 FINANCIAL STATEMENTS 4 Consolidated ﬁ nancial statements 4.1.2 Consolidated income statement (€m) Note 2010 2009 Net advertising revenue 1,793.3 1,604.6 TF1 channel 1,549.8 1,429.4 Other media 243.5 175.2 Diversification revenue excluding advertising 829.1 760.1 Revenue 17 2,622.4 2,364.7 Other operating revenue - - External production costs 18 (664.5) (645.5) Other purchases and changes in inventory 19 (517.7) (436.1) Staff costs 20 (434.9) (445.2) External expenses 21 (502.2) (487.7) Taxes other than income taxes 22 (145.6) (136.2) Depreciation and amortisation, net (90.5) (99.9) Provisions and impairment, net (14.5) (14.0) Other operating income 23 78.3 109.3 Other operating expenses 23 (100.4) (108.1) Current operating profit 230.4 101.3 Non-current operating income 24 102.0 - Non-current operating expenses 24 (19.2) - Operating profit 313.2 101.3 Income associated with net debt 25 3.1 13.1 Expenses associated with net debt 25 (21.3) (35.4) Cost of net debt (18.2) (22.3) Other financial income 26 2.4 51.2 Other financial expenses 26 (4.9) (15.0) Income tax expense 28 (68.9) (15.3) Share of profits / (losses) of associates 10 5.7 14.6 Net profit from continuing operations 229.3 114.5 Net profit from discontinued or held-for-sale operations -- NET PROFIT 229.3 114.5 attributable to the Group 228.3 114.4 attributable to minority interests 1.0 0.1 Weighted average number of shares outstanding (in thousands) 29 213,396 213,396 Basic earnings per share from continuing operations (in euros) 29 1.07 0.54 Diluted earnings per share from continuing operations (in euros) 29 1.06 0.53]]></page>
	<page id="119"><![CDATA[REGISTRATION DOCUMENT 2010 117 FINANCIAL STATEMENTS 4 Consolidated ﬁ nancial statements STATEMENT OF RECOGNISED INCOME AND EXPENSE (€m) 2010 2009 Consolidated net profit for the period 229.3 114.5 Remeasurement of derivative hedging instruments 3.7 2.7 Remeasurement of available-for-sale financial assets - - Remeasurement of non-current assets -- Change in cumulative translation difference on controlled entities 0.4 0.2 Actuarial gains / (losses) on employee benefits 2.4 3.2 Net taxes on items recognised directly in equity (2.0) (2.1) Share of income and expenses of associates recognised directly in equity - - Other movements, net -- Income and expense recognised directly in equity 4.5 4.0 TOTAL RECOGNISED INCOME AND EXPENSE 233.8 118.5 attributable to the Group 232.8 118.4 attributable to minority interests 1.0 0.1 4.1.3 Consolidated statement of changes in equity (€m) Share Capital Share premium Treasury shares Reserves Income and expense recognised directly in equity Share-holders’ equity attributable to the Group Minority interests Total share- holders’ equity Balance at December 31, 2008 42.7 2.8 (0.4) 1,336.8 (5.0) 1,376.9 1,376.9 Capital increase (share options exercised) - - - - - - - - Share-based payment - - - 1.4 - 1.4 - 1.4 Purchase of treasury shares - - - - - - - - Cancellation of treasury shares - - - - - - - - Dividends paid - - - (100.3) - (100.3) - (100.3) Other transactions with shareholders - - - - - - - - Consolidated net profit for the period - - - 114.4 - 114.4 0.1 114.5 Income and expense recognised directly in equity - - - - 4.0 4.0 0.1 4.1 Balance at December 31, 2009 42.7 2.8 (0.4) 1,352.3 (1.0) 1,396.4 0.2 1,396.6 Capital increase (share options exercised) - - - - - - - - Share-based payment - - - 1.5 - 1.5 - 1.5 Purchase of treasury shares - - - - - - - - Cancellation of treasury shares - - - - - - - - Dividends paid - - - (91.8) - (91.8) - (91.8) Other transactions with shareholders - - - - - - 7.5 7.5 Consolidated net profit for the period - - - 228.3 - 228.3 1.0 229.3 Income and expense recognised directly in equity - - - - 4.5 4.5 - 4.5 BALANCE AT DECEMBER 31, 2010 42.7 2.8 (0.4) 1,490.3 3.5 1,538.9 8.7 1,547.6]]></page>
	<page id="120"><![CDATA[REGISTRATION DOCUMENT 2010 118 FINANCIAL STATEMENTS 4 Consolidated ﬁ nancial statements 4.1.4 Consolidated cash ﬂ ow statement (€m) Note 2010 2009 Consolidated net profit (including minority interests) 229.3 114.5 Depreciation, amortisation, provisions and impairment (excluding current assets) 107.7 103.1 Intangible assets and goodwill 74.9 79.2 Property, plant and equipment 29.4 26.7 Financial assets 1.8 6.8 Non-current provisions 1.6 (9.6) Other non-cash income and expenses (15.8) (18.5) Effect of fair value remeasurement (106.0) (36.6) Share-based payment 1.5 1.4 Net (gain) / loss on asset disposals 0.6 0.3 Share of (profits) / losses and dividends of associates (5.7) (14.6) Dividend income from non-consolidated companies (1.5) (1.4) Sub-total 210.1 148.2 Cost of net debt 18.2 22.3 Income tax expense (including deferred taxes) 68.9 15.3 Operating cash flow 297.2 185.8 Income taxes (paid) / reimbursed (52.7) 32.3 Change in operating working capital needs 56.9 23.8 Net cash generated by / (used in) operating activities 301.4 241.9 Cash outflows on acquisitions of property, plant and equipment and intangible assets (51.0) (98.3) Cash inflows from disposals of property, plant and equipment and intangible assets 2.6 4.0 Cash outflows on acquisitions of financial assets (6.6) (5.7) Cash inflows from disposals of financial assets 30-2 - 747.9 Effect of changes in scope of consolidation 30-3 (192.9) (7.0) Dividends received 1.5 1.4 Change in loans and advances receivable 0.5 12.5 Net cash generated by / (used in) investing activities (245.9) 654.8 Cash received on exercise of share options - - Purchases and sales of treasury shares - - Dividends paid during the year (91.8) (100.3) Cash inflows from new debt contracted 30-4 18.7 - Repayment of debt (including finance leases) 30-4 (500.6) (198.5) Net interest paid (including finance leases) (11.6) (26.9) Net cash generated by / (used in) financing activities (585.3) (325.7) CHANGE IN CASH POSITION OF CONTINUING OPERATIONS (529.8) 571.0 Cash position at start of period 566.8 (4.2) Change in cash position during the period (529.8) 571.0 Cash position at end of period 30-1 37.0 566.8]]></page>
	<page id="121"><![CDATA[REGISTRATION DOCUMENT 2010 119 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 4.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 Signiﬁ cant events of 2010 120 Note 2 Accounting policies 120 Note 3 Signiﬁ cant changes in scope of consolidation 132 Note 4 Operations held for sale 133 Note 5 Interests in jointly controlled entities 133 Note 6 Segment information 134 Note 7 Goodwill 135 Note 8 Intangible assets 136 Note 9 Property, plant and equipment 138 Note 10 Investments in associates 139 Note 11 Programmes and broadcasting rights 140 Note 12 Financial assets 141 Note 13 Consolidated shareholders’ equity 144 Note 14 Financial liabilities 145 Note 15 Net debt 146 Note 16 Provisions 147 Note 17 Operating revenues 149 Note 18 External production costs 149 Note 19 Other purchases and changes in inventory 150 Note 20 Staff costs 150 Note 21 External expenses 151 Note 22 Taxes other than income taxes 151 Note 23 Other operating income and expenses 152 Note 24 Non-current operating income and expenses 152 Note 25 Cost of net debt 152 Note 26 Other ﬁ nancial income and expenses 153 Note 27 Net income and expense on ﬁ nancial assets and ﬁ nancial liabilities 153 Note 28 Income tax expense 154 Note 29 Earnings per share 155 Note 30 Notes to the consolidated cash ﬂ ow statement 156 Note 31 Risk management 158 Note 32 Share options 166 Note 33 Off balance sheet commitments 167 Note 34 Related-party information 168 Note 35 Auditors’ fees 169 Note 36 Dependence on licences 170 Note 37 Post balance sheet events 170 Note 38 Detailed list of companies included in the consolidation 171]]></page>
	<page id="122"><![CDATA[REGISTRATION DOCUMENT 2010 120 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 1 Significant events of 2010 Note 2 Accounting policies 2.1 DECLARATION OF COMPLIANCE AND BASIS OF PREPARATION The consolidated ﬁ nancial statements of the TF1 group for the year ended December 31, 2010 have been prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union, as required under EC Regulation 1606 / 2002 of July 19, 2002. They include the ﬁ nancial statements of TF1 SA and its subsidiaries and jointly controlled entities, and the TF1 group’s interests in associated undertakings. They also reﬂ ect the recommendations issued by the CNC (the French national accounting standard-setter) on the presentation of ﬁ nancial statements (recommendation no. 2009-R-03 of July 2, 2009). The consolidated ﬁ nancial statements are presented in millions of euros. They were adopted by the Board of Directors on February 16, 2011, and will be submitted for approval by the shareholders at the forthcoming Ordinary General Meeting to be held on April 14, 2011. 2.2 NEW AND AMENDED ACCOUNTING STANDARDS AND INTERPRETATIONS 2.2.1 New standards, amendments and interpretations effective within the European Union and mandatorily applicable or eligible for early adoption in periods beginning on or after January 1, 2010 TF1 has adopted all the new and amended standards and interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and endorsed by the European Union that are mandatorily applicable to the Group’s operations with effect from January 1, 2010. In preparing the ﬁ nancial statements for the year ended December 31, 2010, TF1 has elected not to apply the standards issued by the IASB and endorsed by the European Union that are eligible for early adoption from January 1, 2010. 1.1 ACQUISITION OF TMC AND NT1 Since 2007, the TF1 group had held a 33.5% interest in the AB Group, which in turn held investments including a 40% interest in TMC and a 100% interest in NT1. TF1 also held a 40% direct interest in TMC, acquired in 2005. On June 11, 2010, TF1 and the AB Group ﬁ nalized the implementation of the agreement signed on June 10, 2009, as a result of which TF1 acquired from the other AB Group shareholders their remaining 66.5% stake in the AB Group’s 40% interest in TMC and the 100% interest in NT1 held by the AB Group, for a total price of €194.9 million. As a result, the TMC and NT1 channels have been fully consolidated by the TF1 group since July 1, 2010. TF1 has retained the same interest in the other activities of the AB Group (33.5%) as it held prior to this transaction; this interest is valued at €155 million. The AB Group management team has been granted a call option over this interest, exercisable at any time during a two-year period starting June 11, 2010 at a price of €155 million. In the consolidated ﬁ nancial statements for the year ended December 31, 2010, the TMC and NT1 acquisition described above resulted in the recognition of provisional goodwill of €399 million in the balance sheet and a gain of €95.9 million in the income statement, in line with the revised IFRS 3 (Business Combinations) which requires previously-held equity interests to be remeasured when control is acquired over the investee. The accounting treatment is described in detail in note 3.1.1, “First-time consolidation of TMC and NT1”. 1.2 ACQUISITION OF THE INTEREST IN SPS HELD BY SERENDIPITY On March 8, 2010, TF1 agreed to buy out the 50% interest in SPS held by the Serendipity investment fund for €6.4 million, comprising €1.7 million in the form of equity instruments and €4.7 million via the offset of current account advances. On completion of the transaction, TF1 holds 100% of the capital of SPS. In accordance with the revised IFRS  3 (Business Combinations), this transaction resulted in the recognition of provisional goodwill of €12.2 million in the balance sheet, and of a gain of €6.1 million on the remeasurement of the previously-held equity interest in “Non-current operating income”. This gain was classiﬁ ed in “Other operating income” in the interim ﬁ nancial statements for the six months ended June 30, 2010. Changes in market conditions in the online gaming and sports betting industry, and in the associated regulatory and tax environment, have led TF1 to review its strategy for this business. The impact of this review on the valuation of SPS has been recognised in the consolidated ﬁ nancial statements for the year ended December 31, 2010, in particular in the form of an impairment loss taken against goodwill and reported in “Non- current operating expenses”. 1.3 DIVESTMENT OF 1001 LISTES FRANCE AND 1001 LISTES BELGIQUE See note 37, “Post balance sheet events”.]]></page>
	<page id="123"><![CDATA[REGISTRATION DOCUMENT 2010 121 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Standard / Interpretation Effective date Impact on TF1 EU (1) TF1 Revised IAS 24 Related Party Disclosures July 19, 2010 January 1, 2011 No impact on the financial statements Revised IAS 27 Consolidated and Separate Financial Statements June 3, 2009 January 1, 2010 No impact on the financial statements Amendment to IAS 32 Classification of Rights Issues December 23, 2009 February 1, 2010 No impact on the financial statements Amendment to IAS 39 Financial Instruments – Eligibility of Hedged Items September 15, 2009 January 1, 2010 No impact on the financial statements Amendments to IAS 39 / IFRIC 9 Embedded Derivatives November 30, 2009 January 1, 2010 No impact on the financial statements Amendment to IFRS 1 Additional Exemptions June 23, 2010 January 1, 2010 No impact on the financial statements Amendment to IFRS 1 Limited Exemptions June 30, 2010 July 1, 2010 No impact on the financial statements Revised IFRS 1 First-Time Adoption of IFRSs November 25, 2009 January 1, 2010 No impact on the financial statements Amendment to IFRS 2 Group Cash-Settled Share – Based Payment Transactions March 23, 2010 January 1, 2010 No impact on the financial statements Revised IFRS 3 Business Combinations June 3, 2009 January 1, 2010 The effects of the revised IFRS 3 on business combinations completed during the period, are described in note 1, “Significant Events of 2010” Amendment to IFRS 7 Financial Instruments: Enhanced Disclosures November 27, 2009 January 1, 2010 No impact on the financial statements IFRIC 12 Service Concession Arrangements March 25, 2009 January 1, 2010 No impact on the financial statements Amendment to IFRIC 14 Prepayments of a Minimum Funding Requirement July 19, 2010 January 1, 2011 No impact on the financial statements IFRIC 15 Agreements for the Construction of Real Estate July 22, 2009 January 1, 2010 No impact on the financial statements IFRIC 16 Hedges of a Net Investment in a Foreign Operation June 4, 2009 January 1, 2010 No impact on the financial statements IFRIC 17 Distributions of Non-Cash Assets to Owners November 26, 2009 January 1, 2010 No impact on the financial statements IFRIC 18 Transfers of Assets from Customers November 27, 2009 January 1, 2010 No impact on the financial statements IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments July 23, 2010 January 1, 2011 No impact on the financial statements Annual Improvements to IFRSs (2006 – 2008 cycle) January 23, 2009 January 1, 2010 No impact on the financial statements Annual Improvements to IFRSs (2007 – 2009 cycle) March 23, 2010 January 1, 2011 No impact on the financial statements (1) Unless otherwise indicated, applicable to accounting periods beginning on or after the date shown in this column.]]></page>
	<page id="124"><![CDATA[REGISTRATION DOCUMENT 2010 122 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 2.2.2 Standards, amendments and interpretations issued by the IASB but not yet endorsed by the European Union Standard / Interpretation IASB effective date* Expected impact on TF1 IFRS 9 Financial Instruments January 1, 2013 Not quantifiable at present Annual Improvements to IFRSs (2008 – 2010 cycle) May 6, 2010 No impact on the financial statements * Unless otherwise indicated, applicable to accounting periods beginning on or after the date shown in this column. 2.3 CHANGES IN ACCOUNTING POLICY TF1 did not make any changes in accounting policy during 2010 other than those required to comply with new or amended IFRS requirements applicable on or after January 1, 2010, as shown in note 2.2.1. The impact of the revisions to IFRS 3 on business combinations completed during the period is described in note 1, “Signiﬁ cant Events of 2010”. 2.4 CHANGES IN PRESENTATION Changes in presentation and reclassiﬁ cations are made when they provide information that is reliable and more relevant to users of the ﬁ nancial statements and the revised structure is likely to continue, so that comparability is not impaired. If the effect of a change in presentation is regarded as material, comparative information must also be reclassiﬁ ed. With effect from January 1, 2010, the TF1 group has clariﬁ ed the nature of reversals of provisions for programmes and broadcasting rights. Reversals of provisions for programmes where transmission has occurred between the start of the ﬁ nancial year and the balance sheet date, or that have been put up for sale or sold, are classiﬁ ed as reversals of unused provisions. As such, they are reported in the income statement in “Non-current operating income”; previously, they were reported in “Provisions and impairment, net”. Similarly, reversals of provisions for programmes that have been put up for sale or sold are also recognised in “Non-current operating income”; the amount recognised is the selling price. The published ﬁ nancial statements of TF1 have not been restated to reﬂ ect this change in presentation. For information, the effect of this reclassiﬁ cation would have been €1.8 million for the three months ended March 31, 2009; €5.5 million for the six months ended June 30, 2009; €8.2 million for the nine months ended September 30, 2009; and €16.3 million for the year ended December 31, 2009. 2.5 SELECTION OF ACCOUNTING TREATMENTS, EXERCISE OF JUDGMENT AND USE OF ESTIMATES Preparation of the consolidated ﬁ nancial statements requires TF1 management to exercise judgement in the selection of accounting treatments and to use estimates for the measurement of assets, liabilities, income and expenses, which may have a material impact on the amounts reported in the ﬁ nancial statements. 2.5.1 Accounting policies The principal accounting treatments involving the exercise of judgment are listed below, along with a reference to the note that describes the main analytical methods used in applying each treatment: p goodwill and impairment testing (notes 2.8 and 2.11); p recognition and measurement of audiovisual rights (note 2.9.1); p recognition and measurement of programmes, broadcasting rights and sports transmission rights (note 2.13); p classiﬁ cation of ﬁ nancial instruments (notes 2.12 and 2.18); p revenue recognition (note 2.21). 2.5.2 Use of estimates Preparation of the consolidated ﬁ nancial statements requires the TF1 group to make various estimates and use various assumptions regarded as realistic and reasonable. Events or circumstances may result in changes to these estimates or assumptions, which could affect the value of the Group’s assets, liabilities, equity or net proﬁ t. The principal accounting policies requiring the use of estimates are: p impairment of goodwill (note 7): the carrying amount of goodwill in the TF1 consolidated ﬁ nancial statements is reviewed annually using the method described in note 2.11.1. These impairment tests are sensitive to medium-term ﬁ nancial forecasts and to the discount rates used to estimate the value in use of cash-generating units (CGUs); p impairment of audiovisual rights (note  8.1): impairment testing of audiovisual rights is based on an analysis of projected future revenues; p impairment of programmes and broadcasting rights  (note  11): impairment testing of programmes and broadcasting rights is based on the probability of transmission, assessed mainly on the basis of future programming schedules; pmeasurement of provisions for retirement beneﬁ t obligations (note 16.1.2): these provisions are calculated by the TF1 group itself using the projected unit credit method, as described in note 2.20.1. This calculation is sensitive to assumptions regarding the discount rate, the salary inﬂ ation rate and the staff turnover rate; p provisions (note 16): provisions are established to cover probable outﬂ ows of resources to third parties with no corresponding inﬂ ow of resources for the Group. They include provisions for all kinds of litigation and claims, the amount of which is estimated based on assumptions regarding the most likely outcomes. In determining these assumptions, TF1 management may rely on the assessments of external advisors; p fair value of ﬁ nancial instruments (notes 12 and 14): the fair value of ﬁ nancial instruments is determined by reference to market prices. In the case of derivative instruments, market prices are determined and supplied to the TF1 group by its bankers. Where no quoted market price is available, fair value is estimated using other valuation methods such as the discounted cash ﬂ ow method.]]></page>
	<page id="125"><![CDATA[REGISTRATION DOCUMENT 2010 123 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 2.6 CONSOLIDATION METHODS Subsidiaries Subsidiaries are companies over which TF1 exercises control. Control is presumed to exist where the parent company has the power directly or indirectly to govern the ﬁ nancial and operating policies of an enterprise so as to obtain beneﬁ ts from its activities. Subsidiaries are included in the consolidation from the date on which control is effectively transferred to the Group. Divested subsidiaries are excluded from the consolidation from the date on which the Group ceases to have control. TF1 accounts for investees over which it exercises exclusive control using the full consolidation method. Under this method, all assets, liabilities, equity, income and expenses of each subsidiary are combined on a line-by-line basis in the consolidated ﬁ nancial statements. Minority interests in equity and in net proﬁ t are identiﬁ ed separately under “Minority interests” in the consolidated balance sheet and the consolidated income statement. Jointly controlled entities A jointly controlled entity is one in which the power to govern the ﬁ nancial and operating policies of the entity is contractually shared by TF1 with one or more other parties, none of which exercises control. TF1 accounts for interests in such entities using the proportionate consolidation method. Under this method, TF1 includes its own share of the subsidiary’s assets, liabilities, equity, income and expenses in the relevant lines of its own consolidated ﬁ nancial statements. Associates An associate is an enterprise in which TF1 exercises signiﬁ cant inﬂ uence, which means that TF1 has the power to participate in the ﬁ nancial and operating policy decisions of the investee without exercising control. Signiﬁ cant inﬂ uence is presumed to exist if the parent company holds, directly or indirectly, 20% or more of the voting power of the investee. This presumption is reviewed in light of the way in which the investee is effectively governed and managed. TF1 accounts for investments in associates using the equity method. Under this method, the investment in the associate is initially recorded in the balance sheet at acquisition cost. The carrying amount is then increased or decreased by the Group’s share of the associate’s proﬁ ts or losses and of other changes in the equity of the associate subsequent to the acquisition date. 2.7 FOREIGN CURRENCY TRANSLATION 2.7.1 Translation of the financial statements of foreign entities The ﬁ nancial statements of foreign operations are translated into euros, the reporting currency of the TF1 group. All assets and liabilities of foreign entities are translated at the closing exchange rate; income and expenses are translated at the average rate for the period. Translation differences arising from this treatment, and from retranslating the opening equity of foreign entities at the closing exchange rate, are taken to equity under “Share premium and reserves”. On disposal of a foreign entity, these differences are taken to proﬁ t or loss as part of the gain or loss on disposal. Specific treatment on transition to IFRS The TF1 group applied the option allowed under IFRS 1, under which existing cumulative translation differences arising from the translation of the ﬁ nancial statements of foreign subsidiaries into euros were deemed to be zero. The balance as of January 1, 2004 under French generally accepted accounting principles (“French GAAP”) was reclassiﬁ ed to reserves, with no impact on shareholders’ equity attributable to the Group. Consequently, the gain or loss on a subsequent disposal of any consolidated entity or associate will exclude translation differences that arose before the date of transition to IFRS. 2.7.2 Translation of transactions denominated in foreign currencies Transactions denominated in foreign currencies carried out by subsidiaries and jointly controlled entities are initially translated into the functional currency of the subsidiary or entity using the exchange rate at the transaction date. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated at the closing exchange rate. Any resulting translation differences are taken to proﬁ t or loss. Non-monetary assets and liabilities denominated in a foreign currency are recognised at historical cost and translated using the exchange rate at the transaction date. 2.8 BUSINESS COMBINATIONS AND GOODWILL Business combinations are accounted for using the acquisition method in accordance with IFRS 3. A revised version of IFRS 3 became effective on January 1, 2010 without retrospective effect. The main effects of the revision are a tightening of the “control” criterion in accounting for a business combination, and broader use of fair value accounting. The treatment applied by TF1 to business combinations with effect from January 1, 2010 is as follows: The cost of a business combination is the fair value, at the date of exchange, of the assets transferred, the liabilities incurred or assumed, and the equity instruments issued by the Group, in exchange for control over the acquiree. The identiﬁ able assets, liabilities and contingent liabilities of the acquiree that satisfy the IFRS recognition criteria are recognised at their fair value at the acquisition date, except for non-current assets held for sale which are recognised at fair value less costs to sell in accordance with IFRS 5. Any excess of the cost of a business combination over the acquirer’s interest in the net fair value of the identiﬁ able assets, liabilities and contingent liabilities at the acquisition date is recognised as goodwill. Minority interests may also be measured at fair value (the “full goodwill” method), giving rise to additional goodwill; this option may be elected separately for each business combination. Subsequent changes in percentage interest with no loss of control over the acquiree are accounted for as transactions between shareholders, with the difference between the purchase price (or sale price) and the carrying amount of the interest acquired (or sold) recognised in equity. In the case of step acquisitions, equity interests held prior to acquisition of control are remeasured at fair value, with the effect of the remeasurement recognised in proﬁ t or loss. The same applies to equity interests retained after loss of control.]]></page>
	<page id="126"><![CDATA[REGISTRATION DOCUMENT 2010 124 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Costs directly incurred to effect a business combination are recognised in proﬁ t or loss. If the initial accounting for a business combination can be determined only provisionally by the end of the period in which the combination is effected, the TF1  group recognises any adjustments to these provisional values within twelve months following the acquisition date. If the adjustment between provisional and ﬁ nal fair value accounting materially affects the presentation of the ﬁ nancial statements, the comparative information for the period preceding the ﬁ nal accounting for the combination is restated as though the ﬁ nal accounting had been completed at the acquisition date. If the share of the fair value of the identiﬁ able assets and liabilities acquired exceeds the cost of the combination, the excess is recognised immediately in the income statement as negative goodwill. Subsequent to initial recognition, goodwill is measured at cost less any impairment losses, determined using the method described in note 2.11. Any impairment losses are charged as an operating item in the income statement, and may not be subsequently reversed. Specific treatment on transition to IFRS In accordance with the option allowed under IFRS 1, the TF1 group elected not to remeasure goodwill arising on business combinations effected prior to January 1, 2004. Accounting treatment of business combinations predating January 1, 2010 Because the revised IFRS  3 (Business Combinations) was not retrospectively applied, goodwill arising on business combinations predating January 1, 2010 has been maintained at its December 31, 2009 carrying amount. Goodwill on these transactions was determined using the accounting treatments applicable as of the date of the transactions. The main divergences in accounting treatment are as follows: p in a step acquisition, the previously-held equity interest was not remeasured; p costs directly incurred to effect a business combination were included in the cost of the combination, and hence were included in the amount of goodwill recognised prior to January 1, 2010; p the election to measure minority interests at fair value was not available, which meant that the full goodwill method was not permitted; p changes in percentage interest with no change in control over the acquiree generated additional goodwill in the case of an acquisition, and a gain or loss in the event of a disposal. 2.9 INTANGIBLE ASSETS Separately acquired intangible assets are initially recognised at acquisition cost or (if acquired in a business combination) at fair value as of the acquisition date. Subsequent to the acquisition date, intangible assets are measured at initial recognition cost less accumulated amortisation and impairment losses. Intangible assets with ﬁ nite useful lives are amortised over their expected useful lives. Intangible assets with indeﬁ nite useful lives are not amortised. 2.9.1 Audiovisual rights This item primarily includes shares in ﬁ lms and audiovisual programmes produced or co-produced by TF1 Films Production, TF1 Vidéo and TF1 Production; distribution and trading rights owned by TF1 DA, TCM DA and TF1 Entreprises; and music rights owned by Une Musique and Baxter. Audiovisual rights are recognised as an asset in the balance sheet at historical cost under “Audiovisual rights” on the following dates: p date of end of shooting or censor’s certiﬁ cate for ﬁ lm co-productions; p date of signature of contract for acquired audiovisual distribution and / or trading rights and music rights. Amortisation periods for these categories of audiovisual rights are as follows: p shares in ﬁ lm co-productions: amortised in line with revenues over 8 years; p audiovisual distribution rights: amortised in line with revenues, with a minimum of 3 years straight-line; p audiovisual trading rights: straight-line basis over 5 years; p music rights: amortised over 2 years, 75% in the ﬁ rst year and the remaining 25% in the second year. Films co-produced by TF1 Films Production are amortised in line with revenues over a limited time-frame, taking account of the timing of revenue sources; this policy is consistent with industry practice. A provision for impairment is recorded individually if estimated future revenues do not cover the net carrying amount. 2.9.2 Other intangible assets Other acquired intangible assets are carried at acquisition cost less accumulated amortisation and impairment losses. These mainly comprise operating licences (other than broadcasting licences and audiovisual rights), trademarks and similar rights, and software.]]></page>
	<page id="127"><![CDATA[REGISTRATION DOCUMENT 2010 125 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements These assets are amortised on a straight-line basis over their expected useful lives, except for certain commercial trademarks owned by the TF1 group and regarded as having an indeﬁ nite useful life, which are not amortised. These trademarks are tested for impairment (see note 2.11.1). 2.10 PROPERTY, PLANT AND EQUIPMENT 2.10.1 Property, plant and equipment owned outright Property, plant and equipment is carried at acquisition cost net of accumulated depreciation and impairment losses. Depreciation is charged on a straight-line basis over the expected useful life of the asset, taking account of any residual value of the asset: p Buildings: 25 to 50 years p Technical installations: 3 to 7 years p Other property, plant and equipment: 2 to 10 years Land is not depreciated. Where an asset is made up of components with different useful lives, these components are recorded as separate items within property, plant and equipment. Gains or losses on disposals of property, plant and equipment represent the difference between the sale proceeds and the net carrying amount of the asset, and are included in “Other operating income and expenses”. 2.10.2 Property, plant and equipment acquired under finance leases Property, plant and equipment held under leases which transfer substantially all the risks and rewards of ownership of the asset to the TF1 group is recognised as an asset in the balance sheet at the inception date of the lease, at the lower of the fair value of the leased asset or the present value of the minimum lease payments. Lease payments are apportioned between the ﬁ nance charge and the reduction of the outstanding liability; the ﬁ nance charge is recognised in the income statement under “Expenses associated with net debt”, a component of “Cost of net debt”. Assets held under ﬁ nance leases are depreciated over the same periods as assets of the same type owned outright. 2.11 IMPAIRMENT OF NON-CURRENT ASSETS At each balance sheet date, TF1 assesses whether there are internal or external events or circumstances which indicate that a non-current asset may have been impaired. If there is such an indication, or if the asset is required to be tested for impairment annually (goodwill, and intangible assets with indeﬁ nite useful lives), the recoverable amount of the asset is estimated. 2.11.1 Goodwill and indefinite-lived intangible assets The recoverable amount of an asset is the higher of value in use or fair value less costs to sell. If fair value less costs to sell cannot be reliably measured, the recoverable amount of an asset is its value in use. The value in use of assets to which independent cash ﬂ ows can be directly allocated is determined individually. All other assets are grouped within cash-generating units (CGUs) to determine their value in use. A CGU is the smallest identiﬁ able group of assets that generates cash inﬂ ows that are largely independent of the cash inﬂ ows from other assets or groups of assets. The value in use of an asset or a CGU is measured using the discounted cash ﬂ ow (DCF) method, based on 3-year cash ﬂ ow projections approved by TF1 management and the Board of Directors plus a standard annual cash ﬂ ow ﬁ gure for the time horizon beyond the 3-year business plan. The cash ﬂ ows used are determined on an after-tax basis. These cash ﬂ ow projections are discounted using an after-tax discount rate, determined on the basis of the weighted average cost of capital (calculated on the basis of market parameters, such as beta and capitalisation) of a sample of companies representative of the business sector to which the asset being tested belongs. The fair value less costs to sell of an asset or CGU is measured, where possible, by reference to the price in a binding sale agreement in an arm’s length transaction. An impairment loss is recognised where the recoverable amount of an asset or CGU is less than its carrying amount. Impairment losses on ﬁ nite-lived and indeﬁ nite-lived items of property, plant and equipment and intangible assets may be reversed subsequently if the recoverable amount of the asset becomes greater than its carrying amount again. The only impairment losses that may not be reversed are those relating to goodwill. 2.11.2 Investments in associates Because goodwill included in the carrying amount of investments in associates is not presented separately, this goodwill is not tested individually for impairment, in accordance with IAS 36. The total carrying amount is tested for impairment by comparing its recoverable amount to its carrying amount if there is evidence that the investment is impaired. 2.11.3 Other non-current assets The methods used to test other non-current assets (in particular, audiovisual rights) for impairment are described in the relevant sections. 2.12 FINANCIAL ASSETS Financial assets may be classiﬁ ed in one of four categories: available- for-sale ﬁ nancial assets, loans and receivables measured at amortised cost, held-to-maturity investments, and assets at fair value through proﬁ t or loss. In accordance with IAS 1, ﬁ nancial assets are classiﬁ ed as either current assets or non-current assets. Financial assets are recognised at the settlement date.]]></page>
	<page id="128"><![CDATA[REGISTRATION DOCUMENT 2010 126 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 2.12.1 Available-for-sale financial assets These assets are initially recognised at fair value, which corresponds to acquisition cost plus transaction costs. At subsequent balance sheet dates, available-for-sale ﬁ nancial assets are remeasured at fair value. Changes in fair value are recognised in equity, and are not transferred to the income statement until the asset in question is sold. The TF1 group classiﬁ es in this category equity interests in companies over which the Group exercises neither control nor signiﬁ cant inﬂ uence. The fair value of listed securities is determined using the fair value measurement principles described in note 12. Unlisted securities whose fair value cannot be measured reliably are carried at cost. Available-for-sale ﬁ nancial assets are tested individually for impairment. Unrealised gains and losses are recognised in equity. If there is objective evidence of material other-than-temporary impairment, an impairment loss is recognised in the income statement. 2.12.2 Loans and receivables These ﬁ nancial assets are initially recognised at fair value plus directly attributable transaction costs. At each subsequent balance sheet date, they are measured at amortised cost using the effective interest method. This category includes trade debtors, other debtors, loans receivable, deposits and caution money, loans and advances to non-consolidated equity investments, cash, and current account advances to associates and non-consolidated entities. Loans and receivables are assessed individually for objective evidence of impairment. An asset is regarded as impaired if the carrying amount is greater than the estimated recoverable amount as determined in impairment tests. Impairment losses are recognised in proﬁ t or loss, but may be reversed if the recoverable amount increases in subsequent periods. 2.12.3 Held-to-maturity investments Held-to-maturity investments are non-derivative ﬁ nancial assets with ﬁ xed or determinable payments and ﬁ xed maturity that an entity has the positive intention and ability to hold until maturity. They are measured and carried at amortised cost calculated using the effective interest method. Held-to-maturity investments are assessed individually for objective evidence of impairment, and regarded as impaired if the carrying amount is greater than the estimated recoverable amount as determined in impairment tests. Impairment losses are recognised in proﬁ t or loss. 2.12.4 Financial assets at fair value through profit or loss These assets are measured at fair value, with changes in fair value recognised in proﬁ t or loss. This category includes: p assets classiﬁ ed as held for trading, which comprise assets acquired for the purpose of reselling them in the near term at a proﬁ t or which are part of a portfolio of ﬁ nancial instruments that are managed together and for which there is a pattern of short-term proﬁ t taking; p assets designated by the Group on initial recognition as ﬁ nancial instruments at fair value through proﬁ t or loss. 2.13 PROGRAMMES AND BROADCASTING RIGHTS In order to secure programming schedules for future years, the TF1 group enters into binding contracts, sometimes for a period of several years, under which the Group acquires (and the other party agrees to deliver) programme rights and sports transmission rights. A programme is treated as ready for transmission and recognised in inventory under “Programmes and broadcasting rights” when the following two conditions are met: technical acceptance (for in-house and external productions), and opening of rights (for external productions). In the case of rights and programmes for which these two criteria have not been met (programmes not yet delivered, sports rights for which the right to broadcast is not activated until the date of the event, etc.), the Group takes the view that it does not control the asset, since it has neither the right nor the ability to broadcast the programme. Consequently, these rights are not recognised in the balance sheet. However, any advance payments made to acquire such rights are recognised as supplier prepayments. The line “Programmes and broadcasting rights” in the balance sheet includes: p in-house productions, made by TF1  group companies for TF1 channels; p external productions, comprising broadcasting rights acquired by the TF1 group’s channels and co-production shares of broadcasts made for the TF1 group’s channels. The value of programmes and broadcasting rights is measured as follows: p in-house production: at overall production cost (direct costs plus a portion of indirect production costs); p broadcasting rights and co-productions: at purchase cost, less consumption for the year calculated at each balance sheet date. TF1 SA programmes (which account for most of the Group’s programme inventory) are deemed to have been consumed as transmitted. If they are acquired for a single transmission, they are regarded as having been consumed in full at the time of this transmission. If they are acquired for ]]></page>
	<page id="129"><![CDATA[REGISTRATION DOCUMENT 2010 127 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements two or more transmissions, consumption is calculated according to the type of programme using the rules described below, unless otherwise speciﬁ ed in the acquisition contract: Rules by type of programme Dramas with a running time of at least 52 minutes Films, TV movies, serials and cartoons Other programmes and broadcasting rights 1 st transmission 80% 50% 100% 2 nd  transmission 20% 50% - “Other programmes and broadcasting rights” in the table above refers to children’s programmes (other than cartoons), entertainment shows, plays, factual and documentary programmes, news, sport, and dramas with a running time of less than 52 minutes. A provision for impairment is recorded once it becomes probable that a programme will not be transmitted, or if the contractual value at which it was recognised in inventory exceeds the value attributable to it using the rules described above. Probability of transmission is assessed on the basis of the most recent programming schedules approved by management. If rights are resold, a provision is recorded once the sale is probable to cover any excess of the value at which the rights were initially recognised in inventory (or the amount of advance payments) over the actual or estimated selling price. Programmes that have not been broadcast and the rights to which have expired are written off as a component of current operating proﬁ t, and any previously-recognised provisions are reversed. Rights ordered under irrevocable contracts but not yet available for transmission (see above) are disclosed in note  11, in the section relating to contracts entered into by TF1 to secure future programming schedules, and are priced at the contractual amount (or the estimated future cash outﬂ ow in the case of output deal contracts) less any advance payments made. 2.14 FINANCIAL ASSETS USED FOR TREASURY MANAGEMENT PURPOSES Financial assets used for treasury management purposes are securities held for trading purposes which although they are monetary investments do not qualify as cash equivalents. They are classiﬁ ed as ﬁ nancial assets at fair value through proﬁ t or loss held for trading. 2.15 CASH AND CASH EQUIVALENTS The line “Cash and cash equivalents” in the balance sheet comprises cash, cash equivalents, and debit balances on treasury current accounts. Cash consists of liquidity available in bank current accounts and sight deposits. Cash equivalents are assets held in order to meet short-term treasury needs. Investments qualify as cash equivalents if they are readily convertible into cash, are subject to an insigniﬁ cant risk of changes in value, and have a maturity of less than three months. Treasury current accounts represent cash invested with non-consolidated equity investees or with associates, the uneliminated portion of treasury current accounts with companies consolidated by the proportionate consolidation method, and current accounts with other Bouygues Group entities. Cash and treasury current accounts are classiﬁ ed in the “Loans and receivables” category and carried at amortised cost. 2.16 HELD-FOR-SALE ASSETS A non-current asset or a group of assets and liabilities is classiﬁ ed as “held-for-sale” if its carrying amount will be recovered principally through a sale transaction rather than through continuing use, and a sale is highly probable. If material, such assets and asset groups are reported separately from other assets or asset groups, and are measured at the lower of their carrying amount or fair value less costs to sell. An operation is treated as discontinued or held-for-sale when it is a separate line of business that is material to the Group, and either (i) the criteria for classiﬁ cation as a held-for-sale asset are met or (ii) it has been sold by the TF1 group. Discontinued and held-for-sale operations are presented on a separate line in the income statement for each of the periods reported, showing the post-tax proﬁ t or loss of discontinued or held-for-sale operations until the date of sale and the post-tax gain or loss arising from the sale of such operations or from remeasuring the assets and liabilities of such operations at fair value less costs to sell. If material, cash ﬂ ows relating to discontinued and held-for-sale operations are shown in a separate section at the foot of the consolidated cash ﬂ ow statement for all the periods reported. 2.17 TREASURY SHARES Treasury shares acquired by the TF1  group are deducted from consolidated equity. No gains or losses arising on the purchase, sale or cancellation of treasury shares are recognised in the income statement. 2.18 FINANCIAL LIABILITIES Financial liabilities are classiﬁ ed in one of two categories: ﬁ nancial liabilities at fair value through proﬁ t or loss, and ﬁ nancial liabilities at amortised cost. Financial liabilities at fair value through proﬁ t or loss comprise: p liabilities regarded as held for trading, comprising liabilities incurred principally with a view to repurchasing them in the near term; p liabilities designated by the Group on initial recognition as ﬁ nancial instruments at fair value through proﬁ t or loss.]]></page>
	<page id="130"><![CDATA[REGISTRATION DOCUMENT 2010 128 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements The TF1 group’s non-derivative ﬁ nancial liabilities mainly comprise a bond issue, borrowings (including credit facilities contracted with banks or with the Group), treasury current accounts with credit balances, bank overdrafts, and ﬁ nance lease obligations. These liabilities are measured at amortised cost. Where a ﬁ nancial liability is wholly or partially hedged by an interest rate instrument, the hedged portion is accounted for under hedge accounting rules (see note 2.19.1). 2.18.1 Bond issues Bond issues are initially recognised at the amount of the issue proceeds net of issue costs. Subsequently, bond issues are measured at amortised cost using the effective interest method. The effective interest rate takes account of issue costs and redemption premium, which are recognised in the balance sheet as a deduction from the nominal value of the bond issue and amortised using the effective interest method over the term of the bond issue. Amortisation and interest charges are recognised in the income statement under “Expenses associated with net debt”. The portion of accrued interest falling due within less than one year is recorded in “Current debt”. 2.18.2 Other financial liabilities Other current and non-current ﬁ nancial liabilities comprise borrowings, treasury current accounts with credit balances, bank overdrafts and ﬁ nance lease obligations, and are measured at amortised cost. Commitments to buy out minority shareholders Commitments to buy out minority shareholders are recognised as a ﬁ nancial liability, in accordance with IAS 32. Since January 1, 2010, the effective date of the amended IAS 27, TF1 has recognised (i) the excess of the amount of the liability over the carrying amount of the related minority interests as of the acquisition date, and (ii) subsequent changes in the fair value of the liability (other than discounting effects), in shareholders’ equity. For commitments to buy out minority shareholders relating to a business combination completed prior to January 1, 2010, TF1 recognised the excess of the amount of the liability over the carrying amount of the related minority interests, and subsequent changes in the fair value of the liability (other than discounting effects), as goodwill. 2.19 DERIVATIVE FINANCIAL INSTRUMENTS Derivative ﬁ nancial instruments are initially recognised at fair value as of the inception date of the contract, and are subsequently measured at fair value in accordance with IAS 39. The TF1 group uses derivative ﬁ nancial instruments such as swaps, interest rate options, forward currency purchases and currency options to hedge its exposure to ﬂ uctuations in interest rates and exchange rates. Group policy is to trade on the ﬁ nancial markets solely for hedging purposes related to its business activities, and not to trade for speculative purposes. 2.19.1 Derivative financial instruments designated as hedges For hedge accounting purposes, a hedge may be classiﬁ ed into one of two categories: p fair value hedges, which hedge the exposure to changes in fair value of a recognised asset or liability, or a ﬁ rm commitment, such as a ﬁ xed-rate loan or borrowing or an asset or liability denominated in a foreign currency; p cash ﬂ ow hedges, which hedge the exposure to variability in cash ﬂ ows attributable to: − an asset or liability such as a ﬂ oating-rate loan or borrowing, − a highly probable forecast transaction, or − foreign exchange risk relating to a ﬁ rm commitment. At the inception of a hedge, TF1 formally designates the ﬁ nancial instrument to which hedge accounting will apply, and documents: p the hedging relationship; pthe effectiveness of the hedging relationship, by conducting effectiveness tests both at inception and throughout all the ﬁ nancial reporting periods during which the hedge is designated. Hedging instruments that qualify for hedge accounting are accounted for as follows: p fair value hedges: changes in the fair value of the hedging instrument are recognised in proﬁ t or loss for the period symmetrically with changes in the fair value of the hedged item. The hedging instrument and the hedged item are both recognised in the balance sheet at fair value; p cash ﬂ ow hedges: the gain or loss (net of taxes) arising on the effective portion of the hedging instrument is recognised in equity, and the gain or loss on the ineffective portion is recognised in proﬁ t or loss. The amounts recognised in equity are taken to proﬁ t or loss in the period in which the hedged transaction affects the income statement.]]></page>
	<page id="131"><![CDATA[REGISTRATION DOCUMENT 2010 129 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 2.19.2 Derivative financial instruments not designated as hedges Gains and losses arising from changes in the fair value of derivative instruments not designated as hedges as deﬁ ned in IAS  39 are recognised in the income statement. 2.20 PROVISIONS AND CONTINGENT LIABILITIES A provision is recorded when a legal or constructive obligation to a third party arising from a past event will certainly or probably result in an outﬂ ow of resources that can be measured reliably. Provisions are reviewed at each balance sheet date, and adjusted where necessary to reﬂ ect the best estimate of the obligation as of that date. Contingent liabilities are obligations whose existence will be conﬁ rmed only by the occurrence of future events or for which the outﬂ ow of resources cannot be measured reliably. No provision is recorded for contingent liabilities. 2.20.1 Non-current provisions The main types of non-current provisions are: Provisions for retirement benefits The Group’s employees are entitled to retirement beneﬁ ts under deﬁ ned- contribution and deﬁ ned-beneﬁ t plans, which may be partially managed by the Group’s pension funds. The employees of TF1 group subsidiaries in France belong to general and top-up French pension schemes. These are deﬁ ned-contribution plans, under which the TF1 group’s obligation is limited to the payment of a periodic contribution based on a speciﬁ ed percentage of staff costs. These contributions are expensed in proﬁ t or loss for the period under “Staff costs”. The pension cost recognised for deﬁ ned-beneﬁ t plans is determined using the projected unit credit method at the expected retirement date, based on ﬁ nal salary, and taking account of: p vested beneﬁ t entitlements under collective agreements for each category of employee based on length of service; p staff turnover rate, calculated using historical average data for employees leaving the Group; p salaries and wages, including a coefﬁ cient for employer’s social security charges as currently payable; p an annual salary inﬂ ation rate; p life expectancy of employees, determined using statistical tables; p a discount rate, applied to the obligation and reviewed annually. The Group’s obligation is partially covered by an insurance contract. The provision for retirement beneﬁ ts recognised in the balance sheet represents the total obligation less the value of this contract. Actuarial gains and losses arise on deﬁ ned-beneﬁ t post-employment beneﬁ t plans as a result of changes in the actuarial assumptions used to measure the obligation and plan assets from one period to the next, and of differences between actual market conditions and the expected market conditions used in the assumptions. With effect from January 1, 2007, the TF1 group has recognised actuarial gains and loss directly in equity (net of deferred taxes) in the period in which they occur, in accordance with the option offered by the amendment to IAS 19. The actuarial assumptions used to measure the present value of the obligation in respect of lump-sum retirement beneﬁ ts and long-service awards were updated as at December 31, 2010. This applies in particular to the rate used to discount the obligation, which was determined by reference to market rates for high-quality corporate bonds at the balance sheet date and to the statutory retirement age of 62 years. The effect of these changes in assumptions as of December 31, 2010 was recognised in consolidated equity, in line with the accounting policy applied by the TF1 group under the revised IAS 19. Provisions for long-service leave These provisions cover entitlement to additional compensated absence awarded by some TF1 group companies to employees based on length of service. The calculation of the cost of vested compensated absence rights takes into account length of service, salary at the time the rights will be taken up, and staff turnover. The provision is discounted at the same rate as the provision for retirement beneﬁ t obligations. Provisions for litigation, claims and risks These provisions cover litigation, claims and non-recurring risks for which settlement occurs outside the normal operating cycle. They are measured as the probable outﬂ ow of resources resulting from ongoing litigation or claims arising from an event prior to the balance sheet date. Provisions for litigation and claims include the estimated amount payable to third parties in respect of litigation and claims. They also include provisions for charges relating to disputes with tax and social security authorities; in such cases, the amount shown on reassessment notices issued by the authorities is provided for unless the company concerned regards it as highly probable that it will successfully defend its position against the authorities. 2.20.2 Current provisions Current provisions mainly comprise provisions for litigation and claims arising in the normal operating cycle and for which settlement will probably occur within twelve months. They are measured in the same way as non-current provisions (see above). 2.21 REVENUE RECOGNITION The TF1 group recognises revenue when: p it is probable that the economic beneﬁ ts associated with the transaction will ﬂ ow to the Group; p the amount of revenue can be measured reliably; p at the transaction date, it is probable that the amount of the sale will be recovered.]]></page>
	<page id="132"><![CDATA[REGISTRATION DOCUMENT 2010 130 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements The speciﬁ c revenue recognition policies applied to each business line are as follows: p sales of advertising airtime are recognised on transmission of the advertisement or commercial: − sales of advertising airtime are recognised on transmission of the advertisement or commercial. For sales of advertising airtime on media not owned by the Group, TF1 recognises the agency commission as revenue unless it has offered the media owner a recovery guarantee for selling the airtime, in which case TF1 recognises as revenue the gross amount of airtime sales invoiced to the advertisers, − the TF1 group makes marginal use of barter transactions involving advertising with media other than television, such as radio or print media. These transactions, which are exchanges of dissimilar services within the meaning of SIC 31, are reported on a non- netted basis, with matching amounts recognised as income in “Revenue” and as expenses in “External expenses”; p fees charged by theme channels to cable and satellite operators that broadcast them are calculated on a per subscriber basis or as a ﬁ xed annual fee invoiced to the operator. Subscriber-based fees are recognised monthly on the basis of statements received from the operator. Fixed annual fees are recognised as revenue on a straight- line basis over the course of the year; p sales of audiovisual rights under licence are recognised when the licensee has acknowledged that the programme conforms with the terms of the licence (technical acceptance); p revenue from sales of merchandise and products by the Group’s publishing and distribution activities is reported net of (i) provisions for expected goods returns and (ii) paybacks made in connection with some distribution contracts; p in the case of services that require recourse to technical service- providers, the Group recognises as revenue the cost of the service borne by the end user if the Group bears the ﬁ nancial, after-sales and legal risks associated with the service. In other cases, where the Group regards itself as acting purely as agent, only the net fee collected is recognised as revenue. Other operating revenues mainly comprise sales-based royalties invoiced under licence agreements. The activities carried on by the TF1 group do not to any material extent include sales comprising separately identiﬁ able components within the meaning of IAS 18. 2.22 GRANTS Grants received by the TF1 group mainly comprise grants received by the Group’s production companies from funds set up to support the audiovisual industry (in particular grants awarded by the French National Centre for Cinematography). Grants awarded by audiovisual industry support funds are initially recorded as deferred income in “Trade and other creditors” on the liabilities side of the balance sheet once the grant has been deﬁ nitively awarded. They are taken to the income statement under “Other operating income” in line with the amortisation of the productions to which they relate, starting from the date on which the production is completed or licensed for distribution. 2.23 NON-CURRENT OPERATING INCOME AND EXPENSES These lines comprise a very limited number of income and expense items, which are unusual and occur infrequently but are material to the consolidated ﬁ nancial statements. TF1 reports these items separately in its income statement in order to give users of the ﬁ nancial statements a better understanding of the Group’s ongoing operational performance. 2.24 COST OF NET DEBT “Cost of net debt” represents “Expenses associated with net debt”, net of “Income associated with net debt”. “Expenses associated with net debt” comprise: p interest expense on current and non-current debt; p amortisation of ﬁ nancial assets and liabilities measured at amortised cost; p expenses arising from interest rate hedges; p expenses arising from the remeasurement of ﬁ nancial assets and ﬁ nancial liabilities at fair value, such as changes in the fair value of interest rate derivative instruments and changes in the fair value of cash equivalents and ﬁ nancial assets used for treasury management purposes; p expenses arising on the disposal of assets used for treasury management purposes. Interest expense is recognised in the income statement in the period in which it is incurred. “Income associated with net debt” comprises: p interest income associated with cash and cash equivalents and with ﬁ nancial assets used for treasury management purposes; p income arising from interest rate hedges; p other revenues generated by cash equivalents and ﬁ nancial assets used for treasury management purposes; p income arising from the remeasurement of ﬁ nancial assets and ﬁ nancial liabilities at fair value, such as changes in the fair value of interest rate derivative instruments and changes in the fair value of cash equivalents and ﬁ nancial assets used for treasury management purposes; p income generated by the disposal of assets used for treasury management purposes. 2.25 DEFERRED TAXATION Deferred taxation is recognised using the liability method on all temporary differences existing at the balance sheet date between the carrying amount of assets and liabilities in the consolidated balance sheet and their tax base, except in the speciﬁ c cases mentioned in IAS 12 (primarily goodwill).]]></page>
	<page id="133"><![CDATA[REGISTRATION DOCUMENT 2010 131 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets arising on deductible temporary differences and on the carry-forward of unused tax losses are recognised only to the extent that it is probable that they can be offset against future taxable proﬁ ts. Taxes on items recognised directly in equity are taken to consolidated reserves. 2.26 EARNINGS PER SHARE Basic earnings per share is obtained by dividing net proﬁ t for the period by the weighted average number of shares outstanding during the period. All shares conferring unrestricted rights upon the shareholder are included. Shares in the parent company held by the company itself or by consolidated companies are excluded from the average number of shares outstanding. Diluted earnings per share is calculated by including all ﬁ nancial instruments giving future access to the capital of the parent company, whether these instruments are issued by the parent company itself or by a subsidiary. The dilutive effect is calculated separately for each instrument, based on the conditions prevailing at the balance sheet date. Anti-dilutive instruments are excluded. Non-dilutive share subscription option plans are excluded from this calculation. 2.27 SHARE-BASED PAYMENT TF1 has awarded share subscription option plans and consideration- free share allotment plans to its employees (see note 32). In accordance with IFRS 2, the cost of these equity-settled share-based payment plans is recognised as an expense in “Staff costs”, with the credit entry recognised in equity. The total expense relating to share subscription option plans is measured at the grant date of the options using the Black-Scholes-Merton model, and is recognised over the vesting period. The total expense relating to consideration-free shares is measured at the allotment date (taking into account any speciﬁ c terms and conditions liable to affect fair value), and recognised over the vesting period on a straight line basis. In accordance with IFRS  1 and IFRS  2, only plans granted after November 7, 2002 and not vested as of January 1, 2004 are measured and recognised as an expense (in “Staff costs”). 2.28 OPERATING SEGMENTS With effect from January 1, 2009, the TF1 group has applied IFRS 8 (Operating Segments), which replaced IAS 14 (Segment Reporting). Because Group management monitors the ﬁ nancial performance of the various segments on the basis of key accounting indicators (as described below), application of IFRS 8 has no impact on the segment information reported by the Group. TF1 organises its operating activities into strategic business units, each of which is managed appropriately to the nature of the products and services sold and the speciﬁ c economic environment. This segmentation serves as the basis for the presentation of internal management data, and is also used by the Group’s operational decision-makers to monitor performance. Management assesses performance on the basis of current operating proﬁ t. Segmental results, assets and liabilities include items directly or indirectly attributable to the relevant segment. Segmental capital expenditure represents total acquisitions of property, plant and equipment and intangible assets as recognised in the corresponding balance sheet line items. Inter-segment sales and transfers are conducted on an arm’s length basis. The TF1 group reports the following operating segments: Broadcasting France This segment includes the TF1 channel, associated and spin-off activities regarded as inseparable from this channel, and other free-to-air or pay- TV channels broadcasting primarily to France. Activities inseparable from TF1 include the in-house advertising airtime sales agency and companies involved in the production or co-production of programmes intended primarily for the TF1 channel (such as TF1 Production). Audiovisual Rights Subsidiaries whose principal activity is the production, publishing or distribution of audiovisual rights not exclusively intended for TF1 group channels are included in this segment. Production activities include delegated productions or co-productions of ﬁ lms. Publishing and distribution activities include all media (CD, DVD, etc) and all channels (cinemas, TV channels and all retail distribution channels). Broadcasting International This segment comprises subsidiaries involved in the development and broadcasting of pay-TV programmes primarily broadcast outside France. Other activities This segment comprises all activities not included in any of the segments described above and (as of December  31, 2010) the subsidiaries 1001 Listes and SPS, previously included in Broadcasting France and Broadcasting International, respectively.]]></page>
	<page id="134"><![CDATA[REGISTRATION DOCUMENT 2010 132 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 3 Significant changes in scope of consolidation The consolidated ﬁ nancial statements of the TF1 group for the year ended December  31, 2010 include the ﬁ nancial statements of the companies listed in note 38. 3.1 NEWLY-CONSOLIDATED ENTITIES 3.1.1 First-time consolidation of TMC and NT1 On June 11, 2010, the TF1 group acquired control over TMC, TMC Régie and NT1. TMC and TMC Régie, which prior to the acquisition were accounted for by the proportionate consolidation method at 40%, have been fully consolidated with effect from July 1, 2010. As from that date, 100% of all the assets, liabilities, income and expenses of these two companies are included in the TF1 group consolidated ﬁ nancial statements. Net proﬁ t and shareholders’ equity are split between TF1 and minority interests on the basis of their respective interests in the companies (80% TF1, 20% minority interests). NT1 was included in the scope of consolidation for the ﬁ rst time effective July 1, 2010, and is fully consolidated based on a percentage interest of 100%. The equity interests acquired in June  2010, initially measured at €191.7 million, were ﬁ nally acquired for €198.1 million in cash (including a contingent purchase consideration of €6.4  million, corresponding to the estimated net surplus cash of the acquired entities. The ﬁ nal purchase price was determined in November 2010 at €194.9 million. The fair value of the equity interests in the channels was measured by an independent ﬁ rm of experts at €429 million. Based on the €191.7 million paid to acquire the equity interests in 2010 and the €134.9 million carrying amount of the previously-held equity interests, a remeasurement gain of €102.4 million was recognised in the income statement, in “Non- current operating income”. The €6.5 million of transaction costs incurred in connection with this business combination were recognised in the income statement for the year ended December 31, 2010 as a reduction in the remeasurement gain, in “Non-current operating income”. This amount included €2.2 million incurred in 2009 and recognised as an asset in the balance sheet as of December 31, 2009 pending ﬁ nalisation of the business combination. As part of the fair value remeasurement of the assets and liabilities of the acquired companies, the TMC brand was recognised as an asset in the balance sheet at its estimated fair value of €30 million and the acquired audiovisual rights were recognised at a fair value of €30.3 million, after deducting an impairment loss of €11.9 million. After recognition of these various items, total goodwill of €399 million was recognised. The goodwill recognised in respect of this acquisition as of December 31, 2010 is provisional, and may be adjusted during a 12-month period from the acquisition date, i.e. up to and including June 11, 2011. The TF1 group elected to apply the partial goodwill method in accounting for this acquisition, which means that the minority interests in TMC held by the Principality of Monaco were not remeasured at fair value. Consequently, these minority interests were maintained at their carrying amount after remeasurement of the acquired assets and liabilities. Revenue from the acquired equity interests in TMC and NT1 recognised in the consolidated ﬁ nancial statements for the year ended December 31, 2010 for the period from the date of acquisition of control amounts to €39.7 million. If the equity interests had been acquired on and consolidated from January 1, 2010, they would have contributed €79 million to consolidated revenue. 3.2 OTHER CHANGES IN SCOPE OF CONSOLIDATION 3.2.1 Transfer of the equity interest in JFG Networks (Overblog website) to the Wikio Group On November 11, 2010, the TF1 group reached an agreement with the Wikio Group under which TF1 transferred its 40% equity interest in JFG Networks in exchange for shares in a new group comprising JFG Networks, Wikio, and Wikio’s other subsidiaries. Following this transaction, the TF1 group became the largest shareholder in the Wikio Group with a 13.2% equity interest. In the consolidated ﬁ nancial statements for the year ended December 31, 2010, JFG Networks (previously accounted for as an associate by the equity method) has been deconsolidated. The new equity interest in the Wikio Group received in exchange is reported in “Equity investments in non-consolidated companies” at the historical cost of JFG Networks as of the transaction date. 3.2.2 Treatment of the equity interest in the AB Group The TF1  group has retained a 33.5% equity interest, valued at €155 million, in the other activities of the AB Group. TF1 has granted the AB Group management team a call option over this interest, exercisable at any time up to and including June 11, 2012 at a price of €155 million. In accordance with IAS  27 (Consolidated and Separate Financial Statements), because the TF1 group has granted a call option that is exercisable at any time this interest is no longer accounted for as an associate by the equity method, but instead is recognised as a non- current ﬁ nancial asset in the balance sheet at its fair value of €155 million. 3.2.3 Change in consolidation method – SPS The buyout of the 50% interest in SPS held by the Serendipity investment fund gave the TF1 group control over SPS. The change in the consolidation method used for this entity, from proportionate consolidation to full consolidation, was applied in the consolidated ﬁ nancial statements with effect from March  31, 2010 (see note  1, “Signiﬁ cant Events of 2010” and note 7, “Goodwill”). 3.3 INTERNAL REORGANISATIONS WITH NO IMPACT ON CONSOLIDATION As part of the ongoing rationalisation of the legal structure of the TF1 group, the following transactions were carried out: p 2010: mergers of Dualnet into e-TF1, TF Image 2 into Ciby 2000, and Établissements Michel into Dujardin; p 2009: mergers of Téléma into TF1 International, CIC into TF1 Video, Sacas and TF1 Satellite into TF1 Expansion.]]></page>
	<page id="135"><![CDATA[REGISTRATION DOCUMENT 2010 133 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 4 Operations held for sale Where the Group is in the process of selling an operation or signiﬁ cant assets, these operations or assets are reported separately in accordance with IFRS 5. The cash impact of material changes during the period is disclosed in note 30.3. There were no operations or signiﬁ cant assets held for sale that required to be reported separately under IFRS 5 either at December 31, 2010 or at December 31, 2009. Note 5 Interests in jointly controlled entities The TF1 group owns interests in jointly controlled entities, a list of which is provided in note 38. The table below shows the share of the assets, liabilities, revenue and operating proﬁ t of these entities as included in the consolidated ﬁ nancial statements. TF1 share (€m) TF6 / Série Club TMC / TMC Régie (1) France 24 TCM SPS (1) Top Ticket.s Other 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 Non-current assets 22.5 22.8 - 16.1 - - 6.0 7.8 - 1.5---- Current assets 8.9 8.0 - 31.4 - - 0.3 1.4 - 0.9---- TOTAL ASSETS 31.4 30.8 - 47.5 - - 6.3 9.2 - 2.4 ---- Shareholders’ equity 21.9 22.4 - 15.9 - - 4.3 4.6 - (3.3) ---- Non-current liabilities 0.7 1.1 - 11.0 - - 6.0 6.0------ Current liabilities 8.8 7.3 - 20.6 - - (4.0) (1.4) - 5.7 ---- TOTAL LIABILITIES &amp;amp; EQUITY 31.4 30.8 - 47.5 - - 6.3 9.2 - 2.4 ---- Revenue 13.4 14.4 25.7 38.1 - - 3.6 4.0 - (0.1) - 1.5 - 2.3 Current operating profit / (loss) (0.6) 0.1 6.4 6.2 - 2.0 2.3 2.1 (1.1) (3.0) - (5.3) - 0.1 (1) These entities have been fully consolidated since April 1, 2010 (SPS) and since July 1, 2010 (TMC and TMC Régie).]]></page>
	<page id="136"><![CDATA[REGISTRATION DOCUMENT 2010 134 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 6 Segment information 6.1 INFORMATION BY OPERATING SEGMENT The contribution of each operating segment to the consolidated ﬁ nancial statements was as follows: (€m) Broadcasting France Audiovisual rights Broadcasting International Other Activities Total TF1 2010 2009 2010 2009 2010 2009 2010 2009 2010 2009 Income statement (extract) Revenue 2,109.6 1,888.3 142.9 151.0 364.4 319.2 5.5 6.2 2,622.4 2,364.7 Current operating profit / (loss) 297.2 88.9 (5.2) (22.5) 59.9 44.3 (38.7) (9.4) 313.2 101.3 Depreciation and amortisation, net (34.1) (33.5) (46.0) (56.8) (9.0) (8.9) (1.4) (0.7) (90.5) (99.9) Provisions and impairment, net (6.0) (4.4) 3.2 (5.9) (7.4) (4.4) (4.3) 0.7 (14.5) (14.0) Non-current operating income and expenses (1) 9 5 . 9----- (13.1) - 82.8 - Share of profits / (losses) of associates (2) 6 . 11 4 . 6---- (0.4) - 5.7 14.6 Net profit from discontinued /  held-for-sale operations ---------- Balance sheet Segmental assets (3) 771.3 353.1 55.9 79.7 370.5 375.4 19.3 27.8 1,217.0 836.0 Segmental liabilities (4) 73.9 59.5 16.4 17.1 5.6 3.7 0.2 0.1 96.1 80.4 Investments in associates 2.8 264.2---- 11.1 11.2 13.9 275.4 Capital expenditure (5) 37.1 51.4 13.7 33.2 10.6 8.7 (2.5) (1.8) 58.9 91.5 (1) Non-current operating income and expenses consist of the following items: for Broadcasting France, the fair value remeasurement of the previously-held equity interests in TMC and NT1 (see note 1, “Significant Events of 2010”); for Other Activities, the fair value remeasurement of the previously-held equity interest in SPS, and the impairment losses taken against goodwill on SPS and 1001 Listes (see note 1, “Significant Events of 2010” and note 7, “Goodwill”). (2) The share of profits / losses recorded for each segment is as follows: • Broadcasting France: the €6.1 million share of profits for 2010 (€14 .6  million for 2009) relates mainly to the AB Group for the period from January 1, 2010 to June 30, 2010; • Other Activities: the share of losses relates to Metro France Publications. (3) Segmental assets include audiovisual rights, other intangible assets, goodwill, and property, plant and equipment. (4) Segmental liabilities include current and non-current provisions. (5) See the “Capital Expenditure” table below for a reconciliation of capital expenditure with the consolidated cash flow statement. Capital expenditure Reconciliation with the consolidated cash ﬂ ow statement: (€m) 2010 2009 Capital expenditure 58.9 91.5 Investment grants received (13.0) (17.8) Change in creditors related to acquisitions of intangible assets 4.3 20.8 Change in creditors related to acquisitions of property, plant &amp;amp; equipment 0.8 3.8 Cash outflows on acquisitions of property, plant &amp;amp; equipment and intangible assets 51.0 98.3]]></page>
	<page id="137"><![CDATA[REGISTRATION DOCUMENT 2010 135 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 6.2 INFORMATION BY GEOGRAPHICAL SEGMENT For geographical segment reporting purposes, segmental revenue is allocated according to the location of the customer, while segmental assets and capital expenditure are allocated according to the location of the asset. (€m) France Continental Europe Other Countries Total TF1 2010 2009 2010 2009 2010 2009 2010 2009 Revenue 2,231.4 2,015.9 337.2 302.9 53.8 45.9 2,622.4 2,364.7 Segmental assets 1,214.0 833.5 2.9 2.4 0.1 0.1 1,217.0 836.0 Capital expenditure 57.3 90.6 1.5 0.9 0.1 - 58.9 91.5 The TF1 group was not dependent on any one customer for more than 10% of its consolidated revenue in either the year ended Dece mber 31, 2010 or the year ended December 31, 2009. Note 7 Goodwill The “Acquisitions” line comprises goodwill arising on equity interests acquired in the period, including remeasurements of previously-held equity interests in TMC and NT1 (Broadcasting France) and SPS (Broadcasting International). The “Other” line comprises goodwill on previously-held equity interests, which had been reported in “Investments in associates” prior to the acquisition of control. During 2010, TF1 ﬁ nalised the purchase price allocation on the acquisition of Établissements Michel, consolidated with effect from January 1, 2010. The remeasurement of Établissement Michel’s assets and liabilities led to the recognition of the “Le cochon qui rit” trademark at a value of €0.6 million (net of taxes), and to the recognition of goodwill of €0.6 million. For impairment testing purposes, goodwill has been allocated to cash generating units (CGUs) as follows: (€m) Broadcasting France Audiovisual Rights Broadcasting International Other Activities Total SPS 1001 Listes Goodwill at January 1, 2010 170.6 - 336.3 - - 506.9 Acquisitions 278.1 - 12.2 290.3 Disposals - - - - - Reclassifications (25.3) (12.2) 12.2 25.3 - Impairment - - - (12.2) (7.0) (19.2) Other 105.5 - - - 105.5 Goodwill at December 31, 2010 528.9 - 336.3 - 18.3 883.5 Gross value 539.2 - 336.3 12.2 25.3 913.0 Accumulated impairment (10.3) - - (12.2) (7.0) (29.5) (€m) Broadcasting France Audiovisual rights Broadcasting International Other Activities Total TF1 Goodwill at January 1, 2009 169.8 - 336.3 - 506.1 Acquisitions 1.2 - - - 1.2 Disposals - - - - - Reclassifications Impairment - - - - - Other (0.4) - - - (0.4) Goodwill at December 31, 2009 170.6 - 336.3 - 506.9 Gross value 180.9 - 336.3 - 517.2 Accumulated impairment (10.3) - - - (10.3)]]></page>
	<page id="138"><![CDATA[REGISTRATION DOCUMENT 2010 136 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements During 2009, the TF1 group ﬁ nalised the purchase price allocation of Dualnet, consolidated with effect from January 1, 2009. The fair value remeasurement of the identiﬁ able assets and liabilities of Dualnet resulted in the recognition of trademarks valued at €0.4 million (net of tax) and goodwill of €0.8 million. The recoverable amount of the Broadcasting France CGU and the Broadcasting International CGU was determined by calculating the value in use using the discounted cash ﬂ ow (DCF) method, based on three- year cash ﬂ ow projections compiled from plans and budgets approved by the TF1 group Board of Directors. Cash ﬂ ows beyond the projection time-frame were extrapolated at a perpetual growth rate that reﬂ ects past experience and incorporates prudent assumptions about the growth potential of the markets in which each CGU operates, and their competitive positions in those markets. The perpetual growth rates used for impairment testing at end 2010 were 2% for the Broadcasting France CGU and 3% for the Broadcasting International CGU. The after-tax discount rate applied at end 2010 was 7.29%, and was determined by reference to external data sources using the method described in note 2.11.1. Analyses of the sensitivity of this calculation to changes in key parameters for each CGU identiﬁ ed no probable scenario in which the recoverable amount of the CGU would fall below its carrying amount. Based on impairment tests conducted using the method described in note 2.11, no material impairment of goodwill was identiﬁ ed as of December 31, 2010. Following the reclassiﬁ cation of SPS and 1001 Listes to the Other Activities segment (see note 2.28), impairment losses have been booked against the goodwill on these two entities as follows: p in light of the prospects for the online gaming and betting industry, an impairment loss of €12.2 million was taken against the SPS goodwill as at December 31, 2010 (see note1, “Signiﬁ cant Events of 2010”), and recognised in “Non-current operating expenses”; p an impairment loss of €7 million has been taken against the goodwill relating to 1001 Listes, based on the selling price as per the agreement to sell this entity (see note 37.1, “Post Balance Sheet Events”), and recognised in “Non-current operating expenses”. Note 8 Intangible assets 8.1 AUDIOVISUAL RIGHTS Movements during the year ended December 31, 2010 were as follows: 2010 (€m) January 1 Increases Decreases Changes in scope of consolidation, reclassifications December 31 Gross value 1,121.0 38.8 (69.2) - 1,090.6 Amortisation (970.1) (63.5) 59.3 - (974.3) Impairment (52.3) (8.2) 21.7 - (38.8) Audiovisual rights 98.6 (32.9) 11.8 - 77.5 Movements during the year ended December 31, 2009 were as follows: 2009 (€m) January 1 Increases Decreases Changes in scope of consolidation, reclassifications December 31 Gross value 1,091.2 50.3 (21.9) 1.4 1,121.0 Amortisation (912.2) (66.0) 9.5 (1.4) (970.1) Impairment (46.2) (26.7) 20.6 - (52.3) Audiovisual rights 132.8 (42.4) 8.2 - 98.6 The table below shows the maturities of audiovisual rights acquisition contracts entered into by TF1 to secure future programming schedules: Audiovisual rights (€m) Less than 1 year 1 to 5 years More than 5 years Total 2010 19.5 - - 19.5 2009 11.7 - - 11.7]]></page>
	<page id="139"><![CDATA[REGISTRATION DOCUMENT 2010 137 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 8.2 OTHER INTANGIBLE ASSETS 2010 (€m) January 1 Increases Decreases Changes in scope of consolidation, reclassifications December 31 Indefinite-lived trademarks 21.1 - - 30.9 (1) 52.0 Astra satellite user rights 18.9 - - - 18.9 Concessions, patents &amp;amp; similar rights 32.7 0.9 (1.9) 8.6 40.3 Other 12.3 7.5 (2) - (5.5) 14.3 Gross value 85.0 8.4 (1.9) 34.0 125.5 Impairment of indefinite-lived trademarks - - - - - Astra satellite user rights (15.1) (2.7) - - (17.8) Amortisation (29.1) (4.1) 1.9 (1.7) (33.0) Impairment (1.7) (3.6) - 0.5 (4.8) Amortisation and impairment (45.9) (10.4) 1.9 (1.2) (55.6) Other intangible assets 39.1 (2.0) - 32.8 69.9 (1) The increase in indefinite-lived trademarks relates mainly to the recognition of the TMC trademark (€30 million) and the “L e cochon qui rit” trademark (€0.9 million). (2) The increase in the gross value of other intangible assets was mainly due to expenditure on IT projects (SAP installation, etc.). 2009 (€m) January 1 Increases Decreases Changes in scope of consolidation, reclassifications December 31 Indefinite-lived trademarks 20.5 - - 0.6 21.1 Astra satellite user rights 18.9 - - - 18.9 Concessions, patents &amp;amp; similar rights 30.7 1.6 (0.3) 0.7 32.7 Other 6.4 7.2 (1) - (1.3) 12.3 Gross value 76.5 8.8 (0.3) - 85.0 Impairment of indefinite-lived trademarks - - - - - Astra satellite user rights (12.4) (2.7) - - (15.1) Amortisation (27.4) (2.3) 0.2 0.4 (29.1) Impairment (1.5) (0.2) - - (1.7) Amortisation and impairment (41.3) (5.2) 0.2 0.4 (45.9) Other intangible assets 35.2 3.6 (0.1) 0.4 39.1 (1) The increase in the gross value of other intangible assets was mainly due to expenditure on IT projects (SAP installation, website developments, etc). There was no evidence of impairment of indeﬁ nite-lived trademarks as at December 31, 2010 or December 31, 2009.]]></page>
	<page id="140"><![CDATA[REGISTRATION DOCUMENT 2010 138 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 9 Property, plant and equipment The table below shows movements in property, plant and equipment, and in depreciation and impairment, during the year ended December 31, 2010: 2010 (€m) January 1 Increases Decreases Changes in scope of consolidation, reclassifications December 31 Land 45.7 - - - 45.7 Buildings 58.3 - - (0.3) 58.0 Technical facilities 193.0 14.6 (9.7) 3.7 201.6 Technical facilities held under finance leases 5.3 - - 10.1 15.4 Other property, plant and equipment 128.3 7.0 (17.3) 1.5 119.5 Property, plant and equipment under construction 12.8 2.1 - (13.0) 1.9 Gross value 443.4 23.7 (27.0) 2.0 442.1 Buildings (13.4) (0.9) 1.3 - (13.0) Technical facilities (150.5) (14.9) 9.2 (0.4) (156.6) Technical facilities held under finance leases (5.2) (1.3) - - (6.5) Other property, plant and equipment (82.9) (13.5) 17.0 (0.5) (79.9) Depreciation and impairment (252.0) (30.6) 27.5 (0.9) (256.0) Property, plant and equipment 191.4 (6.9) 0.5 1.1 186.1 The table below shows movements in property, plant and equipment, and in depreciation and impairment, during the year ended December 31, 2009: 2009 (€m) January 1 Increases Decreases Changes in scope of consolidation, reclassifications December 31 Land 45.7 - - - 45.7 Buildings 58.2 0.1 - - 58.3 Technical facilities 182.4 10.8 (7.3) 7.1 193.0 Technical facilities held under finance leases 5.6 - (0.3) - 5.3 Other property, plant and equipment 112.8 14.0 (6.1) 7.6 128.3 Property, plant and equipment under construction 11.5 13.8 - (12.5) 12.8 Gross value 416.2 38.7 (13.7) 2.2 443.4 Buildings (12.5) (2.3) 1.4 - (13.4) Technical facilities (143.7) (13.9) 7.1 - (150.5) Technical facilities held under finance leases (4.9) (0.6) 0.3 - (5.2) Other property, plant and equipment (77.1) (11.4) 5.5 0.1 (82.9) Depreciation and impairment (238.2) (28.2) 14.3 0.1 (252.0) Property, plant and equipment 178.0 10.5 0.6 2.3 191.4 Acquisitions during 2010 and 2009 included purchases of specialist equipment for the new post-production platform and the new IT environment. In 2009, they also included ﬁ xtures and ﬁ ttings associated with the pooling of teams on the Boulogne site.]]></page>
	<page id="141"><![CDATA[REGISTRATION DOCUMENT 2010 139 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 10 Investments in associates The table below gives a breakdown of investments in associates: (€m) AB Group WBTV Metro France Publications Other associates (1) Total Country France Belgium France France January 1, 2009 240.9 3.4 11.2 3.8 259.3 Share of profit / (loss), net of dividends received 15.4 (0.4) - (0.4) 14.6 Changes in scope of consolidation - 1.5 - - 1.5 December 31, 2009 256.3 4.5 11.2 3.4 275.4 Share of profit / (loss), net of dividends received 7.8 (1.7) (0.4) - 5.7 Changes in scope of consolidation (264.1) - 0.3 (3.4) (267.2) December 31, 2010 - 2.8 11.1 - 13.9 (1) Other associates comprise JFG Networks, Sky Art Media, and Sailing One in 2009 and Sky Art Media in 2010. The table below gives summary information about material investments in associates: TF1 group share WBTV (1) Metro France Publications (€m) 2010 2009 2010 2009 Non-current assets 5.5 4.5 0.1 0.4 Current assets 1.9 4.2 5.4 13.1 TOTAL ASSETS 7.4 8.7 5.5 13.5 Shareholders’ equity (3.9) (2.2) 0.1 0.2 Non-current liabilities 6.2 6.2 1.3 0.2 Current liabilities 5.1 4.7 4.1 13.1 TOTAL LIABILITIES AND EQUITY 7.4 8.7 5.5 13.5 Revenue 2.6 5.4 10.9 12.0 Operating profit / (loss) (2.0) (1.2) (0.3) - (1) 2009 and 2010 figures are based on accounts to end September (the most recent accounts available) and a 49% interest. Data relating to other associates are not material for the years ended December 31, 2010 and 2009. An analysis of evidence of impairment led TF1 to test the investment in Metro France Publications for impairment. The after-tax discount rate applied (8.65%) was determined on the basis of external data using the method described in note 2.11.1. Based on the results of this test, no impairment loss was recognised. An analysis of the sensitivity of this calculation to changes in key parameters indicated that slippage from the business plan would require an impairment loss to be recognised against this asset.]]></page>
	<page id="142"><![CDATA[REGISTRATION DOCUMENT 2010 140 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 11 Programmes and broadcasting rights Programmes and broadcasting rights relate mainly to TF1  SA (€827.8  million in 2010, vs. €1,096.6  million in 2009) and to the “Acquisition de Droits” economic interest grouping (€699.3 million in 2010, vs. €344.6 million in 2009). Sports transmission rights commitments related mainly to TF1  SA (€261.1 million in 2010, vs. €312.5 million in 2009) and to Eurosport (€244.9 million in 2010, vs. €214.4 million in 2009). The table below shows the movement in programme and broadcasting rights inventory, valued in accordance with the accounting policy described in note 2.13. (€m) January 1, 2009 Other movements, net Change in scope of consolidation, reclassifications Dec. 31, 2009 Other movements, net Change in scope of consolidation, reclassifications Dec. 31, 2010 Gross value 722.1 25.1 (0.9) 746.3 (7.6) 31.8 770.5 Impairment (180.1) 23.1 (2) - (157.0) 14.3 (1) (10.1) (152.8) Inventories 542.0 48.2 (0.9) 589.3 6.7 21.7 617.7 (1) €37.2 million of impairment losses charged, €51.5 million of impairment losses reversed. (2) €68.6 million of impairment losses charged, €91.7 million of impairment losses reversed. The programme and broadcasting rights inventory reported above is owned primarily by TF1 SA and the “TF1 Acquisition de droits” economic interest grouping. The items included in “Change in scope of consolidation, reclassiﬁ cations” relate mainly to the TMC / NT1 acquisition. The table below shows the maturity of broadcasting and sports transmission rights acquisition contracts entered into by TF1 to secure future programming schedules: 2010 (€m) Less than 1 year 1 to 5 years More than 5 years Total Programmes and broadcasting rights (1) 531.2 925.2 149.0 1,605.4 Sports transmission rights 220.1 406.3 9.6 636.0 TOTAL 751.3 1,331.5 158.6 2,241.4 (1) Some of these contracts were expressed in foreign currencies: €16.8 million in Swiss francs, €9.6 million in pounds sterlin g, and €472.6 million in U.S. dollars. 2009 (€m) Less than 1 year 1 to 5 years More than 5 years Total Programmes and broadcasting rights (1) 533.5 823.7 167.1 1,524.3 Sports transmission rights 188.1 338.8 - 526.9 TOTAL 721.6 1,162.5 167.1 2,051.2 (1) Some of these contracts were expressed in foreign currencies: €17.9 million in Swiss francs, €14.9 million in pounds sterli ng, and €230.4 million in U.S. dollars.]]></page>
	<page id="143"><![CDATA[REGISTRATION DOCUMENT 2010 141 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 12 Financial assets CATEGORIES OF FINANCIAL ASSETS The table below shows ﬁ nancial assets by category: 2010 (€m) Financial assets at fair value through profit or loss Available- for-sale financial assets Loans and receivables Held-to- maturity investments Total Designated at fair value on initial recognition Held for trading Level (1) Other financial assets 155.0 - III 22.9 3.3 - 181.2 Trade and other debtors - - - 1,227.3 - 1,227.3 Other current financial assets - 4.4 ---4 . 4 Currency derivatives - 4.4 II ---4 . 4 Interest rate derivatives -- ---- Financial assets used for treasury management purposes -- ---- Cash and cash equivalents - 0.2 I - 39.1 - 39.3 (1) See the section on “Fair value measurement methods for financial assets” below. 2009 (€m) Financial assets at fair value through profit or loss Available- for-sale financial assets Loans and receivables Held-to- maturity investments Total Designated at fair value on initial recognition Held for trading Level (1) Other financial assets - - 16.6 3.6 - 20.2 Trade and other debtors - - - 1,350.2 - 1,350.2 Other current financial assets - 8.9 ---8 . 9 Currency derivatives -- ---- Interest rate derivatives - 8.9 II ---8 . 9 Financial assets used for treasury management purposes -- ---- Cash and cash equivalents - 0.2 I - 570.3 - 570.5 (1) See the section on “Fair value measurement methods for financial assets” below. FAIR VALUE MEASUREMENT METHODS FOR FINANCIAL ASSETS The amended IFRS 7 establishes a three-level hierarchy of fair value measurement methods for ﬁ nancial instruments: p level I: measurement based on quoted prices in active markets; p level II: measurement based on observable market parameters; p level III: measurement based on non-observable market parameters. No transfers between these levels were made in either 2010 or 2009. The fair value of ﬁ nancial instruments is where possible measured by reference to the market price derived from trading on a national stock exchange or over-the-counter market. Where no listed market price is available, fair value is estimated using alternative measurement methods, such as the discounted cash ﬂ ow method, based on either observable (level II) or non-observable (level III) parameters. The methods used by the TF1 group are as follows: p equity investments in non-consolidated companies: − AB Group: since July 1, 2010 (see note 1, “Signiﬁ cant Events of 2010”), the equity interest held by the TF1 group has been measured at fair value through proﬁ t or loss.]]></page>
	<page id="144"><![CDATA[REGISTRATION DOCUMENT 2010 142 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements The fair value of this equity interest is measured on the basis of recent quarterly results and of valuation multiples applicable to the AB Group’s activities (level III method). The change in the fair value during the last six months of 2010 was not material. A call option over this equity interest has been granted to the AB Group management team (see note 14, “Financial Liabilities”), −other equity investments in non-consolidated companies are classiﬁ ed as available-for-sale ﬁ nancial assets and measured at acquisition cost, since their fair value cannot be measured reliably; p derivative instruments: the fair value of interest rate derivatives and currency derivatives is estimated using valuations obtained from bank counterparties or from ﬁ nancial models generally used in the ﬁ nancial markets, on the basis of market data as of the balance sheet date (level II method); p because of their short maturities, the carrying amount of trade and other debtors, cash, and treasury current accounts is regarded as the best approximation of their fair value. 12.1 OTHER NON-CURRENT FINANCIAL ASSETS Other non-current ﬁ nancial assets comprise: (€m) 2010 2009 Equity investments in non-consolidated companies 177.9 16.6 Loans and advances to non-consolidated companies 0.4 0.8 Loans 0.2 0.2 Deposits and caution money 2.7 2.6 Other non-current financial assets 181.2 20.2 Equity investments in non-consolidated companies The main equity investments in non-consolidated companies break down as follows: (€m) % interest at year-end Gross value 2010 Gross value 2009 Impairment 2010 Impairment 2009 Carrying amount 2010 Carrying amount 2009 AB Group 33.5% 155.0 - - - 155.0 - A1 International (1) 50.0% 12.8 12.8 (12.8) (12.8) - - En Direct Avec 13.3% 4.0 4.0 (4.0) (4.0) - - Wikio (2) 13.2% 3.5---3 . 5- Établissements Michel (3) --1 . 0---1 . 0 Prima TV 5.0% 1.4 1.4 - - 1.4 1.4 SHIP 27.4% 0.8 0.8 (0.8) (0.8) - - Sofica Valor 6 71.6% 13.2 8.0 - - 13.2 8.0 Soread 11.6% 1.6 1.6 (1.6) (1.6) - - Sylver 49.0% 3.7 3.7 - - 3.7 3.7 TF1 Publications 99.9% 0.5 0.5 (0.5) (0.5) - - Other 3.2 2.8 (2.1) (0.3) 1.1 2.5 Equity investments in non-consolidated companies 199.7 36.6 (21.8) (20.0) 177.9 16.6 (1) TF1 made a capital injection into this company in 2005, giving it a 50% interest. A1 International is a holding company whose sole object is owning a 3% interest in the capital of The Weinstein Company, a major U.S. film studio. In 2009, TF1 booked an additional impairment loss of €7.2 million against its 50% interest i n A1 International, writing it down to zero. (2) The equity interest in this company was received in exchange for TF1’s interest in JFG Networks (see note 3.2.1). (3) This company, which produces the “Le cochon qui rit” game, was acquired at the end of November 2009 and was merged into Duj ardin at the start of 2010. Impairment tests were performed on all these investments and, with the exception of A1 International in 2009, indicated no evidence of impairment in either 2010 or 2009.]]></page>
	<page id="145"><![CDATA[REGISTRATION DOCUMENT 2010 143 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 12.2 TRADE AND OTHER DEBTORS (€m) Gross value 2010 Impairment 2010 Carrying amount 2010 Carrying amount 2009 Trade debtors 738.1 (18.3) 719.8 736.7 Supplier prepayments (1) 194.6 (13.5) 181.1 263.3 Other operating debtors (2) 250.4 - 250.4 258.0 Other debtors 135.2 (85.7) 49.5 65.6 Prepayments 26.5 - 26.5 26.6 Trade and other debtors 1,344.8 (117.5) 1,227.3 1,350.2 (1) This line includes advance payments in respect of acquisitions of programmes and sports transmission rights; it also includes €10 million of impairment provisions against advance payments made in respect of the 2011 Rugby World Cup. (2) Primarily amounts due to the government, local authorities, employees and social security authorities. (€m) 2010 2009 Impairment as of January 1 (116.1) (82.3) Additional provisions booked during the year (32.7) (43.9) Written off during the year 25.9 9.3 Recovered during the year 5.0 0.8 Changes in scope of consolidation and reclassifications 0.4 - Impairment as of December 31 (117.5) (116.1) 12.3 CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise the following items: (€m) 2010 2009 Cash 37.5 121.0 Money-market mutual funds 0.2 0.2 Treasury current accounts (1) 1.6 449.3 Cash and cash equivalents 39.3 570.5 (1) These accounts are with associates, jointly controlled entities, non-consolidated companies, and Bouygues Group companies. At end 2009, this item included a current account balance of €446 million with Bouygues Relais.]]></page>
	<page id="146"><![CDATA[REGISTRATION DOCUMENT 2010 144 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 13 Consolidated shareholders’ equity Number of shares Number of shares outstanding Number of treasury shares Total number of shares January 1, 2009 213,395,867 14,625 213,410,492 Capital increases --- Purchase of treasury shares - - - Cancellation of treasury shares - - - January 1, 2010 213,395,867 14,625 213,410,492 Capital increases --- Purchase of treasury shares , , - Cancellation of treasury shares - - - December 31, 2010 213,395,867 14,625 213,410,492 Par value €0.20 €0.20 €0.20 13.1 TF1 SHARE CAPITAL At December 31, 2010, the share capital of TF1 SA consisted of 213,410,492 ordinary shares, all fully paid. Movements in share capital during 2010 were as follows: Treasury shares 13.3 CASH FLOW HEDGE RESERVE (€m) 2010 2009 Reserve at January 1 (0.1) (2.8) Cash flow hedges reclassified to profit or loss during the period (1) 1.2 2.8 Change in fair value of new cash flow hedges contracted during the period 2.0 - Change in fair value of existing portfolio of cash flow hedges during the period 1.1 0.4 Pre-hedging balancing payment reclassified to profit or loss for the period (0.5) (0.5) Reserve at December 31 3.7 (0.1) (1) The amount reclassified from equity to profit or loss is recognised as a component of operating profit. 13.2 CHANGES IN EQUITY NOT AFFECTING THE INCOME STATEMENT 13.2.1 Dividends The table below shows the amount of dividend paid by the TF1 group in the years ended December 31, 2010 and 2009, and the amoun t of dividend for 2010 submitted by the Board of Directors for approval by the Ordinary General Meeting of shareholders to be held on April 14, 2 011. To be paid in 2011* Paid in 2010 Paid in 2009 Total dividend (€m) 117.4 91.8 100.3 Dividend per ordinary share (€) 0.55 0.43 0.47 * Proposed dividend. Because the 2010 dividend is subject to approval by the shareholders, it was not recognised as a liability in the consolidated ﬁ nancial statements as at December 31, 2010. 13.2.2 Share-based payment The matching entry for the movement in this reserve during the period is charged to “Staff costs” in the income statement (see note 20). These are the residual holding of shares bought forward by TF1 for hedging purposes in connection with consideration-free share allotment plan no. 1, which expired on April 1, 2008; they represent TF1 shares allotted to employees who had left the Group as of the date of delivery.]]></page>
	<page id="147"><![CDATA[REGISTRATION DOCUMENT 2010 145 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 14 Financial liabilities 14.1 CATEGORIES OF FINANCIAL LIABILITIES The table below shows ﬁ nancial liabilities by category: 2010 (€m) Financial liabilities at fair value through profit or loss Financial liabilities at amortised cost Total Designated at fair value on initial recognition Held for trading Level (1) Non-current debt - - (16.1) (16.1) Current debt - - (6.1) (6.1) Trade and other creditors - 1,638.5 1,638.5 Other current financial liabilities - 3.6 - 3.6 Currency derivatives - 3.3 II - 3.3 Interest rate derivatives - 0.3 II - 0.3 (1) See note 12, section on “Fair value measurement methods for financial assets”. 2009 (€m) Financial liabilities at fair value through profit or loss Financial liabilities at amortised cost Total Designated at fair value on initial recognition Held for trading Level (1) Non-current debt - - (0.5) (0.5) Current debt - - (505.5) (505.5) Trade and other creditors - - 1,696.0 1,696.0 Other current financial liabilities - 1.4 - 1.4 Currency derivatives - 0.8 II - 0.8 Interest rate derivatives - 0.6 II - 0.6 (1) See note 12, section on “Fair value measurement methods for financial assets”. 14.2 FAIR VALUE OF FINANCIAL LIABILITIES Because of their short maturities, the carrying amount of bank overdrafts, trade and other creditors and current debt is regarded as a reasonable approximation of their fair value. The fair value of derivative instruments is estimated using valuations obtained from bank counterparties or from ﬁ nancial models generally used in the ﬁ nancial markets, on the basis of market data as of the balance sheet date (level II method), except for the call option over the equity interest in the AB Group (see below). Call option over the equity interest in the AB Group: As indicated in note 1.1, “Signiﬁ cant events of 2010”, a call option over the equity interest in the AB Group has been granted to the AB Group management; this option may be exercised by the AB Group management team at any time during a two-year period at a price of €155 million. This option represents a ﬁ nancial liability, changes in the fair value of which are recognised in proﬁ t or loss. The fair value of the option is measured using a level III method, as described in note 12, “Financial Assets”, in the section on “Fair value measurement methods for ﬁ nancial assets”. In the absence of any material change in fair value during 2010, this item has been maintained at its original amount of zero. Liabilities relating to commitments to buy out minority interests: As of December 31, 2010, the TF1 group had no commitments to buy out minority interests.]]></page>
	<page id="148"><![CDATA[REGISTRATION DOCUMENT 2010 146 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 14.3 BREAKDOWN OF TRADE AND OTHER CREDITORS (€m) 2010 2009 Trade creditors 767.0 752.2 Advance payments received 5.8 3.1 Tax and employee-related liabilities (1) 391.1 377.2 Creditors related to acquisitions of non-current assets 34.6 40.6 Other creditors 410.1 475.6 Audiovisual industry support fund grants (2) 9.0 10.2 Current accounts with credit balances 0.6 9.6 Deferred and prepaid income and similar items (3) 20.3 27.5 Trade and other creditors 1,638.5 1,696.0 (1) Mainly comprises VAT payable, and amounts owed to employees and social security bodies. (2) Audiovisual industry support fund grants included in creditors mainly comprise grants awarded by the French National Centre for Cinematography to TF1 Films Production, TF1 Production, Ciby 2000 and TF1 DA. (3) Mainly comprises prepaid income. Note 15 Net debt Net debt as reported by the TF1 group comprises the following items: (€m) 2010 2009 Cash and cash equivalents 39.3 570.5 Financial assets used for treasury management purposes - - Total cash and cash equivalents 39.3 570.5 Fair value of interest rate derivatives (0.3) 8.3 Non-current debt (16.1) (0.5) Current debt (1) (6.1) (505.5) Total debt (22.2) (506.0) NET CASH (+) / NET DEBT (-) 16.8 72.8 (1) In 2009, this mainly comprised a €500 million fixed-rate bond issue that was redeemed in November 2010.]]></page>
	<page id="149"><![CDATA[REGISTRATION DOCUMENT 2010 147 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 16 Provisions 16.1 NON-CURRENT PROVISIONS 16.1.1 Breakdown of non-current provisions The tables below show movements in non-current provisions during 2010 and 2009: 2010 (€m) January 1 Charges Reversals: used Reversals: unused Changes in scope of consolidation, reclassifications December 31 Provisions for: Retirement benefit obligations 22.5 5.2 (1.9) (1.2) (1.9) 22.7 Long service leave 6.5 2.7 (0.6) (0.6) - 8.0 Commitments 14.9 1.3 (2.5) - (0.1) 13.6 Other 0.1 - - - - 0.1 TOTAL NON-CURRENT PROVISIONS 44.0 9.2 (5.0) (1.8) (2.0) 44.4 2009 (€m) January 1 Charges Reversals: used Reversals: unused Changes in scope of consolidation, reclassifications December 31 Provisions for: Retirement benefit obligations 25.5 4.8 (2.9) (1.6) (3.3) 22.5 Long service leave 7.3 1.0 (0.8) (0.7) (0.3) 6.5 Commitments 24.3 1.5 (1.7) (9.3) 0.1 14.9 Other 0.1 - - - - 0.1 TOTAL NON-CURRENT PROVISIONS 57.2 7.3 (5.4) (11.6) (3.5) 44.0 Provisions for commitments relate to the risk of loss on audiovisual assets that the Group has committed to acquire. From January 1, 2007 onwards, other movements in provisions for retirement beneﬁ t obligations include actuarial gains and losses on these obligations, which are recognised directly in equity. The amount recognised directly in equity for the year ended December 31, 2010 was a net gain of €2.4 million, compared with a net gain of €3.2 million in 2009. 16.1.2 Provisions for retirement benefit obligations Main actuarial assumptions 2010 2009 2008 2007 2006 Discount rate 4.6% 4.9% 3.7% 4.2% 3.8% Expected rate of return on plan assets 3.7% 4.0% 4.0% 3.8% 3.8% Expected salary inflation rate 2.0% 2.0% 2.0% 2.0% 2.0% The staff turnover rate used in calculating the provision at December 31, 2010 was 6.6%, unchanged from 2009. A change of 0.1% in the discount rate applied would generate a €0.4 million change in the provision for retirement beneﬁ t obli gations.]]></page>
	<page id="150"><![CDATA[REGISTRATION DOCUMENT 2010 148 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Expense recognised in the income statement for retirement benefit obligations (€m) 2010 2009 Current service cost (1.6) (1.5) Interest expense on the obligation (1.2) (1.2) Expected return on plan assets 0.2 0.1 Past service cost -- Expense recognised (2.6) (2.6) comprising: net change in provisions (2.1) (0.3) comprising: amount recognised in “Staff costs” (0.5) (2.3) Actual return on plan assets 0.2 0.1 Amounts recognised in the balance sheet for retirement benefit obligations The amount recognised in the balance sheet for the TF1 group’s retirement beneﬁ t obligations breaks down as follows: (€m) 2010 2009 2008 2007 2006 Present value of obligation 27.9 27.5 30.4 32.2 30.5 Fair value of plan assets (5.2) (5.0) (4.9) (4.7) (2.7) Unfunded obligation (provision) 22.7 22.5 25.5 27.5 27.8 Changes in the present value of the retirement benefit obligation (€m) 2010 2009 Defined-benefit plan obligation at start of period 27.5 30.4 Current service cost for the period 1.6 1.5 Interest cost (unwinding of discount) 1.2 1.2 Benefits paid (0.7) (2.3) Actuarial (gains) / losses (2.4) (3.3) Changes in scope of consolidation 0.7 - Defined-benefit plan obligation at end of period 27.9 27.5 Changes in the present value of plan assets (€m) 2010 2009 Fair value of insurance policy assets at start of period 5.0 4.9 Employer’s contributions -- Benefits paid -- Expected return on plan assets 0.2 0.1 Actuarial gains / (losses) -- Fair value of insurance policy assets at end of period 5.2 5.0 Plan assets are in the form of contributions paid into the “Fonds Club no. 1”, a mutual fund denominated in euros and managed by an independent ﬁ nancial institution. Based on ﬁ nancial information supplied by the fund manager, the gross return was 3.7% in 2010. At December 31, 2010, the fund had an estimated fair value of €5.2 million.]]></page>
	<page id="151"><![CDATA[REGISTRATION DOCUMENT 2010 149 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 16.2 CURRENT PROVISIONS Movements in current provisions during 2010 were as follows: 2010 (€m) January 1 Charges Reversals: used Reversals: unused Changes in scope of consolidation, reclassifications December 31 Provisions for: Litigation and claims: governmental &amp;amp; public bodies 0.2 0.1 - - - 0.3 Litigation and claims: employees 4.5 4.0 (1.6) (0.5) (0.0) 6.4 Litigation and claims: commercial 15.2 7.7 (1.5) (2.4) 0.2 19.2 Contractual litigation, claims and risks 11.7 0.0 (0.2) (0.0) (0.0) 11.5 Other risks 4.8 11.0 (0.2) (1.0) (0.3) 14.3 TOTAL CURRENT PROVISIONS 36.4 22.8 (3.5) (3.9) (0.1) 51.7 No material unrecognised contingent liabilities were identiﬁ ed as of the balance sheet date. Provisions for commercial litigation mainly relate to ongoing disputes with customers, producers and rights-holders. Provisions for contractual litigation, claims and risks are intended to cover risks of claims from other third parties with contractual relations with TF1, including guarantees given by TF1 in connection with divestments of equity interests. Competition law risks Following the lodging of complaints with the French Competition Authority on January 12, 2009 relating to the exclusive distribution agreement between Canal+ and TF1 on pay TV channels, the authority announced on November 16, 2010 that it had completed its investigation as regards the principal distribution channels (cable, satellite and ADSL) and had concluded that the agreements were not vitiated. This ruling vindicates the position adopted by TF1 in previous periods of not recognising any provision for this risk. The French Competition Authority investigation into the complementary distribution of these channels via the ﬁ bre optic network and catch-up TV is ongoing during 2011. TF1 regards the risk associated with this investigation as very limited, and consequently has not recognised any provision to cover it. Note 17 Operating revenues Operating revenues comprise: (€m) 2010 2009 Advertising revenue 1,793.3 1,604.6 Distribution of consumer products 240.5 238.4 Cable and satellite revenue 361.2 321.3 Production / distribution of audiovisual rights 73.3 79.7 Revenue from other activities 154.1 120.7 Revenue 2,622.4 2,364.7 Royalty income -- Operating revenues 2,622.4 2,364.7 Note 18 External production costs External production costs, which amounted to €664.5 million in 2010 and €645.5 million in 2009, comprise costs incurred on programmes acquired from third parties and broadcast by TF1 and by the theme channels TV Breizh, TMC, NT1, TF6, Série Club, Stylía, Histoire and Ushuaïa TV.]]></page>
	<page id="152"><![CDATA[REGISTRATION DOCUMENT 2010 150 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 19 Other purchases and changes in inventory Note 20 Staff costs This line consists of the following items: (€m) 2010 2009 Purchases of services (340.2) (263.8) Purchases of broadcasting rights (106.2) (90.5) Purchases of goods (43.0) (53.8) Other items (28.3) (28.0) Other purchases and changes in inventory (517.7) (436.1) Staff costs break down as follows: (€m) 2010 2009 Staff remuneration (289.1) (299.7) Social security charges (116.5) (117.8) Other staff costs (19.6) (21.9) Statutory employee profit-sharing (8.2) (4.4) Share-based payment expense (1.5) (1.4) Staff costs (434.9) (445.2) 20.1 COST OF SHARE OPTION PLANS The cost of share option plans recognised in “Staff costs” breaks down as follows: (€m) Date of grant Lock-up period Fair value Staff costs 2010 2009 Plan no. 8 September 16, 2004 3 years 4.6 - - Plan no. 10 March 20, 2008 3 years 2.8 0.9 0.9 Plan no. 11 February 18, 2009 3 years 1.6 0.6 0.5 TOTAL 1.5 1.4 Deﬁ ned-contribution plan expenses are included in “Social security charges”, and amounted to €32.1 million in 2010 and €33.1 million in 2009. Expenses relating to lump-sum retirement beneﬁ ts and long-service leave under the collective agreements applicable to TF1  group companies are recognised as part of the net change in non-current provisions (see note 16.1). Lump-sum retirement beneﬁ ts paid during the period are recorded in “Staff remuneration”. A breakdown of TF1 group employees is provided in the Directors’ report. Share-based payment expense includes the cost of share option plans and consideration-free share allotment plans, calculated in accordance with IFRS 2.]]></page>
	<page id="153"><![CDATA[REGISTRATION DOCUMENT 2010 151 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements The cost of share option plans was computed using the Black-Scholes model and the following assumptions: Reference share price Exercise price Expected volatility Average maturity Risk-free rate Payout ratio Liquidity discount Fair value per option Plan no. 8 €23.66 €23.46 26% 6.6 years 3.65% 2.75% -15% €4.83 Plan no. 10 €13.60 €15.35 31% 5.0 years 3.67% 6.25% -15% €1.49 Plan no. 11 €5.93 €5.98 49% 5.2 years 2.75% 8.98% -15% €0.86 Note 21 External expenses External expenses break down as follows: (€m) 2010 2009 Subcontracting (176.2) (167.4) Rent and associated charges (46.8) (56.7) Agents’ fees and professional fees (113.6) (108.5) Advertising, promotion and public relations (97.1) (90.1) Other external expenses (68.5) (65.0) External expenses (502.2) (487.7) The average maturity used is lower than the contractual life of the option in order to take account of exercises by grantees ahead of the contractual expiry date. The volatility assumptions used are consistent with the implied volatility reﬂ ected in the price offered at the date of grant by leading banks for TF1 share options with the same maturity. 20.2 COST OF EMPLOYEE BENEFIT PLANS AWARDED BY THE BOUYGUES GROUP The cost of plans awarded by the Bouygues Group to TF1 employees was not material for 2010. Note 22 Taxes other than income taxes This line comprises the following items: (€m) 2010 2009 Audiovisual taxes (92.8) (87.7) CNC (French National Centre for Cinematography) taxes (85.2) (77.9) Other (7.6) (9.8) Other taxes (52.8) (48.5) Local business taxes (14.7) (12.6) Payroll-based taxes (14.8) (13.3) Other taxes (23.3) (22.6) Taxes other than income taxes (145.6) (136.2)]]></page>
	<page id="154"><![CDATA[REGISTRATION DOCUMENT 2010 152 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 23 Other operating income and expenses Other operating income and expenses consist of the following items: (€m) 2010 2009 Reversals of unused provisions 16.0 20.9 In-house production capitalised, and cost transfers 23.3 26.4 Operating grants (including France 24) - 1.0 Investment grants 14.2 18.5 Foreign exchange gains 13.3 9.1 Other income 11.5 33.4 Other operating income 78.3 109.3 Royalties and paybacks to rights-holders (77.1) (70.4) Bad debts written off (5.9) (7.3) Foreign exchange losses (9.9) (8.2) Other expenses (7.5) (22.2) Other operating expenses (100.4) (108.1) Note 24 Non-current operating income and expenses Non-current operating income for the year ended December 31, 2010 totalled €102 million, comprising €95.5 million for the net gain from the fair value remeasurement of the previously-held equity interests in TMC and NT1 (see note 1.1, “Acquisition of TMC and NT1” and note 3.1.1, “First-time consolidation of TMC and NT1”), plus €6.1 million arising on the fair value remeasurement of the previously-held equity interest in SPS (see note 1.2, “Acquisition of the interest in SPS held by Serendipity”). Non-current operating expenses amounted to €19.2 million, comprising impairment losses taken against goodwill relating to SPS (€12.2 million) and 1001 Listes (€7 million); see note 7, “Goodwill”. Note 25 Cost of net debt Cost of net debt breaks down as follows: (€m) 2010 2009 Interest income 2.6 7.6 Change in fair value of the hedged portion of the bond issue - - Change in fair value of interest rate derivatives 0.5 5.1 Income and revenues from financial assets - 0.4 Income associated with net debt 3.1 13.1 Interest expense on debt (21.2) (35.4) Change in fair value of interest rate derivatives (0.1) - Expenses associated with net debt (21.3) (35.4) Cost of net debt (18.2) (22.3)]]></page>
	<page id="155"><![CDATA[REGISTRATION DOCUMENT 2010 153 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 26 Other financial income and expenses Other ﬁ nancial income and expenses break down as follows: (€m) 2010 2009 Change in fair value of Canal+ France financial asset - 39.5 Dividend income 1.5 1.4 Gains on financial assets 0.7 4.9 Gains arising from changes in value of forward currency purchase contracts - 0.7 Gains arising from the discounting of assets and liabilities - - Other income 0.2 4.7 Other financial income 2.4 51.2 Losses on financial assets (2.5) (11.0) Losses arising from changes in value of forward currency purchase contracts (2.2) (3.2) Losses arising from the discounting of assets and liabilities - - Other expenses (0.2) (0.8) Other financial expenses (4.9) (15.0) The table below shows income, expenses, gains and losses arising on ﬁ nancial assets and liabilities by category, split between items affecting ﬁ nancial income / expense and items affecting operating proﬁ t: (€m) Financial 2010 Financial 2009 Operating 2010 Operating 2009 Net income / (expense) on loans and receivables at amortised cost 3.1 0.8 (9.4) (41.5) Net income / (expense) on financial assets at fair value 0.2 39.8 - - financial assets designated at fair value through profit or loss - 39.5 - - financial assets held for trading 0.2 0.3 - - Net income / (expense) on available-for-sale financial assets (0.7) (4.7) 0.2 - Net income / (expense) on financial liabilities at amortised cost (21.4) (31.7) - - Net income / (expense) on derivatives (1.9) 9.7 (0.3) (0.3) Net income / (expense) on financial assets and financial liabilities (20.7) 13.9 (9.5) (41.8) Change in fair value of Canal+ France financial asset At initial recognition, TF1 designated the Canal+ France asset (received in exchange for TF1’s interest in TPS) as a ﬁ nancial asset at fair value through proﬁ t or loss. In 2009, the change in the fair value of this ﬁ nancial asset generated a gain of €39.5 million. TF1 sold this asset on December 28, 2009 for €744 million. Note 27 Net income and expense on financial assets and financial liabilities]]></page>
	<page id="156"><![CDATA[REGISTRATION DOCUMENT 2010 154 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 28 Income tax expense 28.1 CURRENT AND DEFERRED TAXES 28.1.1 Income statement (€m) 2010 2009 Current taxes (59.5) (13.4) Deferred taxes (9.4) (1.9) Income tax expense (68.9) (15.3) The tax rate used in the deferred tax calculation for the years ended December 31, 2010 and 2009 was 34.43% (standard rate). 28.1.2 Tax proof (€m) 2010 2009 Net profit attributable to the Group 228.3 114.4 Income tax expense 68.9 15.3 Net profit from discontinued operations -- Minority interests 1.0 0.1 Net profit from continuing operations before tax and minority interests 298.2 129.8 Standard tax rate in France 34.4% 34.4% Impact of fair value adjustments not recognised for tax purposes (1) (12.5%) (9.9%) Impairment of goodwill 2.2% 0.0% Impact of tax losses 0.6% (0.2%) Offset of tax credits (0.5%) (3.0%) Share of profits and losses of associates (0.7%) (3.9%) Reduced-rate taxes on securities transactions (0.2%) (3.0%) Change in non-deductible provisions 0.0% (4.4%) Other differences, net (0.2%) 1.8% Effective tax rate 23.1% 11.8% (1) Mainly the effect of fair value remeasurements of the previously-held equity interests in SPS and TMC / NT1 in 2010, and of reduced-rate taxation on the change in fair value of the Canal+ financial asset in 2009. TF1 made a group tax election on January 1, 1989, and has renewed this election regularly since that date. 28.2 DEFERRED TAX ASSETS AND LIABILITIES 28.2.1 Change in net deferred tax position (€m) 2010 2009 Net deferred tax asset / (liability) at January 1 10.2 14.3 Recognised in equity (2.0) (2.1) Recognised in profit or loss (9.4) (1.9) Changes in scope of consolidation and other items (1) (7.2) (0.1) Net deferred tax asset / (liability) at December 31 (8.4) 10.2 (1) Includes €6.9 million of deferred tax liabilities recognised in 2010 in connection with the TMC / NT1 purchase price alloca tion (see note 3.1.1, “First-time consolidation of TMC and NT1”), mainly on the TMC trademark and the remeasurement of TMC and NT1 programme inventories.]]></page>
	<page id="157"><![CDATA[REGISTRATION DOCUMENT 2010 155 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 28.2.2 MAIN SOURCES OF DEFERRED TAXATION The main sources of deferred taxation are as follows: (€m) 2010 2009 Provisions: Provisions for programmes 4.0 4.6 Provisions for retirement benefit obligations 6.9 7.3 Provisions for impairment of audiovisual rights 0.6 0.7 Provisions for trade debtors 3.1 2.5 Other provisions 17.7 15.0 Statutory employee profit-sharing scheme 2.6 1.3 Tax losses available for carry-forward 8.0 8.0 Other deferred tax assets 9.3 8.3 Offset of deferred tax assets and liabilities (49.6) (36.2) Deferred tax assets 2.6 11.5 Accelerated tax depreciation (17.1) (17.5) Depreciation of head office building (8.9) (8.5) Remeasurement of assets (13.7) (3.5) Other deferred tax liabilities (20.9) (8.0) Offset of deferred tax assets and liabilities 49.6 36.2 Deferred tax liabilities (11.0) (1.3) Net deferred tax asset / (liability) at December 31 (8.4) 10.2 Basic earnings per share is calculated on the basis of net proﬁ t for the year attributable to ordinary shareholders and of the weighted average number of ordinary shares outstanding during the year. Because potentially dilutive ordinary shares have no adjusting effect on net proﬁ t for the year, diluted earnings per share is calculated on the basis of net proﬁ t for the year attributable to ordinary shareholders and of the weighted average number of ordinary shares outstanding during the year adjusted for the effects of all potentially dilutive ordinary shares. Diluted earnings per share takes account of the dilutive effect of consideration-free share allotment plans and of share subscription option plans that are in the money at the balance sheet date (i.e. the exercise price is less than the quoted market price of TF1 shares). Unrecognised deferred tax assets totalled €28.1 million (€24.3 million at December 31, 2009), and comprised tax losses and deferred tax depreciation available for indeﬁ nite carry-forward, the recovery of which is not sufﬁ ciently probable to justify recognition. Note 29 Earnings per share]]></page>
	<page id="158"><![CDATA[REGISTRATION DOCUMENT 2010 156 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements (€m) 2010 2009 Net profit for the year (€m) Net profit from continuing operations (attributable to the Group) 228.3 114.4 Net profit from discontinued / held-for-sale operations - - Net profit attributable to the Group 228.3 114.4 Weighted average number of ordinary shares 213,395,867 213,395,867 Earnings per share (in euros) Basic earnings per share from continuing operations 1.07 0.54 Basic earnings per share from discontinued / held-for-sale operations - - Basic earnings per share 1.07 0.54 Average number of ordinary shares after dilution 215,215,764 215,276,764 Diluted earnings per share (in euros) Diluted earnings per share from continuing operations 1.06 0.53 Diluted earnings per share 1.06 0.53 The average number of ordinary shares after dilution is obtained by taking account of the following dilutive effects: (number of shares) 2010 2009 Weighted average number of ordinary shares for the period 213,395,867 213,395,867 Dilutive effect of share subscription option plans 1,819,897 1,880,897 Dilutive effect of consideration-free share allotment plan - - Average number of ordinary shares after dilution 215,215,764 215,276,764 In 2010 and 2009, only share subscription option plan no. 11 (awarded February 18, 2009) was in the money ( i.e. the adjusted exercise price was lower than the average TF1 share price during the period). Note 30 Notes to the consolidated cash flow statement 30.1 DEFINITION OF CASH POSITION The cash ﬂ ow statement analyses changes in the cash position of continuing operations only. Changes in the cash position of discontinued and held-for-sale operations are presented separately at the foot of the cash ﬂ ow statement. The cash position analysed in the cash ﬂ ow statement comprises cash and cash equivalents, treasury current accounts (debit and credit balances), and bank overdrafts. A reconciliation between the cash position in the cash ﬂ ow statement and the “Cash and cash equivalents” line in the balance sheet is presented below: (€m) 2010 2009 Cash and cash equivalents in the balance sheet 39.3 570.5 Cash relating to held-for-sale assets -- Treasury current account credit balances (2.1) (3.2) Bank overdrafts (0.2) (0.5) Closing cash position per the cash flow statement 37.0 566.8 30.2 CASH INFLOWS FROM DISPOSALS OF FINANCIAL ASSETS In 2009, this line mainly comprised the €744 million proceeds from the sale of the interest in Canal+ France.]]></page>
	<page id="159"><![CDATA[REGISTRATION DOCUMENT 2010 157 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 30.3 EFFECT OF CHANGES IN SCOPE OF CONSOLIDATION The effect of acquisitions of subsidiaries on the cash ﬂ ow statement is shown below: (€m) 2010 2009 Acquisition cost Cash and cash equivalents acquired 9.8 - Financial assets acquired (0.0) 2.2 Other assets acquired 68.5 - Minority interests acquired -- Other liabilities acquired (71.5) - Net assets acquired (A) 6.8 2.2 Goodwill (B) 189.9 - Cash outflow (A) + (B) 196.7 2.2 Cash acquired (3.8) - Cash of companies joining the scope of consolidation during the period but not acquired - 0.9 Net cash outflow 192.9 3.0 The cash ﬂ ow effect of divestments of subsidiaries during the period breaks down as follows: (€m) 2010 2009 Sale proceeds Cash received - 2.2 Cash divested - (6.2) Subscriptions to capital increases carried out by subsidiaries - - Net cash inflow / (outflow) - (4.0) The cash ﬂ ow statement line “Effect of changes in scope of consolidation” for 2010 and 2009 breaks down as follows: (€m) 2010 2009 Net cash inflow / (outflow) on acquisitions of subsidiaries (192.9) (3.0) Net cash inflow / (outflow) on divestments of subsidiaries - (4.0) Effect of changes in scope of consolidation (192.9) (7.0) 30.4 CHANGE IN DEBT The impact of changes in debt on the TF1 group’s cash position is shown below: (€m) 2010 2009 Finance lease obligations 18.1 (1.5) Bond issues and redemptions, and net change in bank borrowings (500.0) (197.0) Loans received from associates -- Other movements -- Net change in the period (481.9) (198.5)]]></page>
	<page id="160"><![CDATA[REGISTRATION DOCUMENT 2010 158 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 31 Risk management 31.1 CAPITAL MANAGEMENT STRATEGY The TF1 group has a policy of maintaining a stable capital base and has no plans for any speciﬁ c corporate actions other than those summarised in section 6.3 of the present registration document, page 221. In terms of equity capital, TF1 uses various indicators, including gearing (deﬁ ned as the ratio of net debt to equity). Gearing provides investors with an indication of the Group’s level of indebtedness relative to the level of equity capital. It is calculated on the basis of net debt as deﬁ ned in note 15 and of shareholders’ equity as shown in the balance sheet, including reserves used to recognise changes in the fair value of cash ﬂ ow hedges and of available-for-sale ﬁ nancial assets. At end 2010, given that the Group had net cash of €16.8 million, gearing was zero, as it also was at end 2009. 31.2 FINANCIAL RISK MANAGEMENT STRATEGY Liquidity risk and market risk (interest rate risk, foreign exchange risk and equity risk) are managed centrally by the TF1 group’s Financing and Treasury department. 31.2.1 Liquidity risk The Financing and Treasury Department is responsible for ensuring that the TF1 group has access to adequate and sustainable sources of ﬁ nancing. This involves: p daily multi-currency pooling of surplus cash held by all Group entities, to minimise the need for external funding; p analysis and periodic updating of cash ﬂ ow projections for all Group entities; p negotiating and maintaining an adequate cushion of credit facilities, with phased maturities. The Group assesses liquidity risk by reference to the global drawdown rate on its borrowing capacity (ﬁ nancing raised on the markets + conﬁ rmed bank facilities), net of available cash. The net cash position in the balance sheet at year-end is shown below: (€m) 2010 2009 Cash and cash equivalents 39.3 579.4 Financial liabilities (22.5) (506.6) Net cash / (net debt) 16.8 72.8 Borrowing capacity 1,125.5 1,561.4 The global drawdown rate on the Group’s borrowing capacity was immaterial throughout 2010. CREDIT RATING The TF1 group has a credit rating from Standard and Poors, which currently stands at BBB / positive outlook / A-2 (versus BBB / stable outlook / A-2 at end 2009). CONFIRMED CREDIT FACILITIES As of December 31, 2010, TF1 has the following facilities available: p bilateral bank facilities of €1,105.5 million with maturities of between one and ﬁ ve years. These conﬁ rmed bank facilities are supplemented by a cash pooling agreement with the Bouygues Group. These facilities were not being used at either December  31, 2010 or December 31, 2009; p a ﬁ nance lease obligation of €20  million relating to technical installations.]]></page>
	<page id="161"><![CDATA[REGISTRATION DOCUMENT 2010 159 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements The TF1 group draws on various sources of ﬁ nancing that it has available as needed; these include bank ﬁ nancing (conﬁ rmed fa cilities, ﬁ nance leases) and ﬁ nancing raised on the markets. 2010 (€m) Authorised facilities Drawdowns Available facilities &amp;lt; 1 year 1-5 years Total &amp;lt; 1 year 1-5 years Total Confirmed bilateral facilities 300.5 805.0 1,105.5 - - - 1,105.5 Finance leases 3.8 16.2 20.0 3.8 16.2 20.0 - Bouygues cash pooling agreement - - - Sub-total 304.3 821.2 1,125.5 3.8 16.2 20.0 1,105.5 Bond issue - - - ---- TOTAL 304.3 821.2 1,125.5 3.8 16.2 20.0 1,105.5 2009 (€m) Authorised facilities Drawdowns Available facilities &amp;lt; 1 year 1-5 years Total &amp;lt; 1 year 1-5 years Total Confirmed bilateral facilities 110.0 950.5 1,060.5 - - - 1,060.5 Finance leases 0.5 0.4 0.9 0.5 0.4 0.9 - Bouygues cash pooling agreement - - - Sub-total 110.5 950.9 1,061.4 0.5 0.4 0.9 1,060.5 Bond issue 500.0 - 500.0 500.0 - 500.0 - TOTAL 610.5 950.9 1,561.4 500.5 0.4 500.9 1,060.5 The bank facilities contracted by the TF1 group are bilateral facilities that are not subject to ﬁ nancial ratios or trigger event clauses. These facilities are spread among a signiﬁ cant number of banks, ensuring signiﬁ cant diversiﬁ cation of the Group’s sources of ﬁ nancing. The drawdown rate for these facilities was zero at end 2010 and end 2009. MATURITY OF FINANCIAL LIABILITIES (EXCLUDING DERIVATIVES) The table below provides a schedule of undiscounted future repayments (principal and interest) of ﬁ nancial liabilities, based on residual contractual maturities: 2010 (€m) Carrying amount Residual contractual amount &amp;lt; 1 year 1-5 years Total Bond issue (including accrued interest) ---- Finance leases 20.0 4.0 16.3 20.3 Bank borrowings ---- Trade and other creditors 1,638.5 1,638.5 - 1,638.5 Other financial liabilities 2.3 2.3 - 2.3 TOTAL 1,660.8 1,644.8 16.3 1,661.1 2009 (€m) Carrying amount Residual contractual amount &amp;lt; 1 year 1-5 years Total Bond issue (including accrued interest) 501.4 522.0 - 522.0 Finance leases 0.8 0.5 0.4 0.9 Bank borrowings 0.5 0.5 - 0.5 Trade and other creditors 1,696.0 1,696.0 - 1,696.0 Other financial liabilities 3.2 3.2 - 3.2 TOTAL 2,201.9 2,222.2 0.4 2,222.6]]></page>
	<page id="162"><![CDATA[REGISTRATION DOCUMENT 2010 160 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Investment of surplus cash The TF1 group exercises great care in choosing the vehicles in which it invests temporary or structural cash surpluses. Group policy requires such investment vehicles to be: p liquid, i.e. immediately accessible (current accounts, interest-bearing sight deposit accounts, etc.), with a maturity of no more than 3 months; p paid interest on the basis of money-market indices, with no capital risk other than counterparty risk; p contracted with high-grade counterparties. The table below shows how surplus cash was invested at December 31, 2010: (€m) 2010 2009 Interest-bearing bank account 20.0 104.7 Bouygues Relais cash pooling agreement - 447.6 Money-market mutual funds 0.2 0.2 Negotiable certificates of deposit - 4.0 Other treasury current accounts 19.1 14.0 TOTAL 39.3 570.5 31.2.2 Market risk The TF1 group manages its exposure to exchange rate and interest rate risk by using hedging instruments such as swap contracts, forward purchases and sales, and currency and interest rate options. Derivative instruments are used solely for hedging purposes and are never used for speculative purposes. The Financing and Treasury Department manages currency and interest rate hedges centrally for the Group. It tracks the ﬁ nancial markets on a daily basis, and periodically updates the positions to be hedged after netting similar types of exposures between Group entities. It submits hedging scenarios to the Finance Department for approval; once they have been approved, it executes and administers the relevant market transactions. 31.2.2.1 Interest rate risk The TF1 group is exposed to interest rate risk as a result of its ﬁ nancing needs. The objective of the interest rate risk management strategy is to lock in a ﬁ xed rate, or to a guarantee a maximum rate for cost of net debt over the short and medium term. Exposure and sensitivity to interest rate risk The tables below show the ﬁ xed / ﬂ oating split of ﬁ nancial assets and liabilities, and associated hedges, by maturity: 2010 (€m) Financial assets Financial liabilities Net pre-hedging exposure Hedging instruments Net post-hedging exposure Fixed Floating Fixed Floating Fixed Floating Fixed Floating Fixed Floating Less than 1 year 20.0 19.3 (3.8) (2.5) 16.2 16.8 (100.0) 100.0 (83.8) 116.8 1 to 5 years - - (16.2) - (16.2) - - (16.2) - TOTAL 20.0 19.3 (20.0) (2.5) (0.0) 16.8 (100.0) 100.0 (99.9) 116.8 At December 31, 2010, the net post-hedging exposure was a €100 million debt position at ﬁ xed rate, and a €116.8 million asset position at ﬂ oating rate. 2009 (€m) Financial assets Financial liabilities Net pre-hedging exposure Hedging instruments Net post-hedging exposure Fixed Floating Fixed Floating Fixed Floating Fixed Floating Fixed Floating Less than 1 year 1.4 578.0 (502.1) (4.0) (500.8) 574.0 100.0 (100.0) (400.8) 474.0 1 to 5 years - - (0.5) - (0.5) - - (0.5) - TOTAL 1.4 578.0 (502.6) (4.0) (501.3) 574.0 100.0 (100.0) (401.3) 474.0]]></page>
	<page id="163"><![CDATA[REGISTRATION DOCUMENT 2010 161 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements The sensitivity shown below measures the theoretical impact on cost of net debt of an immediate and constant movement of 1% (100 basis points) across the entire yield curve, and represents the sum total of: p the impact of applying this 1% movement to the net pre-hedging ﬂ oating-rate position, assumed to be constant over 1 year; p the change in the fair value of the portfolio of interest rate derivatives in place at the balance sheet date, applying the accounting treatments speciﬁ ed in IAS 39. (€m) 2010 2009 Pre-tax impact on profit or loss Pre-tax impact on equity Pre-tax impact on profit or loss Pre-tax impact on equity Impact of a movement of +1% in interest rates 1.7 0.9 3.1 - Impact of a movement of -1% in interest rates (1.7) (0.7) (2.9) - An immediate fall of 1% (100  basis points) in short-term interest rates would reduce the return on investments of net surplus cash by €1.7 million over a full year. Conversely, an immediate rise of 1% (100 basis points) in short-term interest rates would increase the return on investments of net surplus cash by €1.7 million over a full year. Interest rate derivatives The tables below show the portfolio of interest rate derivatives as of December 31, 2010 and December 31, 2009: 2010 (€m) Less than 1 year 1 to 5 years Total Fair value Swaps: pay floating rate - Swaps: pay fixed rate 100.0 100.0 (0.3) TOTAL 100.0 - 100.0 (0.3) 2009 (€m) Less than 1 year 1 to 5 years Total Fair value Swaps: pay floating rate 300.0 300.0 8.9 Swaps: pay fixed rate 200.0 200.0 (0.6) TOTAL 500.0 - 500.0 8.3 Accounting classification and treatment All derivative instruments used by the TF1 group are contracted to hedge its exposure to ﬁ nancial risks. In accordance with IA S 39, these derivatives are classiﬁ ed as fair value hedges or cash ﬂ ow hedges depending on the strategy applied. However, some derivatives are ineligible for hedge accounting because they do not meet the IAS 39 criteria, in particular where there has been a reversal of the initial strategy. Fair value of the portfolio 2010 (€m) Derivatives designated as fair value hedges Derivatives designated as cash flow hedges Derivatives ineligible for hedge accounting Total Interest rate derivatives – assets - Interest rate derivatives – liabilities (0.3) (0.3) TOTAL - (0.3) - (0.3)]]></page>
	<page id="164"><![CDATA[REGISTRATION DOCUMENT 2010 162 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Fair value of the portfolio 2009 (€m) Derivatives designated as fair value hedges Derivatives designated as cash flow hedges Derivatives ineligible for hedge accounting Total Interest rate derivatives – assets 8.9 8.9 Interest rate derivatives – liabilities (0.6) (0.6) TOTAL - - 8.3 8.3 Hedging of bank borrowings To replace the €200 million of swaps that were used to hedge bank debt and expired on February 1, 2010, the TF1 group contracted €100 million of swaps (pay ﬁ xed rate) starting from the bond issue redemption date. These derivatives were designated as cash ﬂ ow hedges as of December 31, 2010. The swap used to convert the bond issue outstanding as of December 31, 2009 to variable rate was closed out on January 6, 2010, with TF1 receiving a cash settlement of €8.9 million. 31.2.2.2 Foreign exchange risk The TF1 group’s exposure to foreign exchange risk is of an operational nature, and derives from (i)  recurring cash ﬂ ows under long-term broadcasting and sports transmission rights acquisition contracts (primarily in the U.S. dollar and pound sterling) and (ii) foreign-currency cash ﬂ ows from sales of subscriptions to the Eurosport channel from countries outside the euro zone. In 2010, more than 95% of total sales were in euros, and 2% were in dollars. 86% of total purchases (including purchases of audiovisual rights) were paid in euros, 11% in dollars, and 6% in pound sterling. The objective of the Group’s foreign exchange risk management strategy is to lock in or guarantee a minimum exchange rate on its net long position and a maximum exchange rate on its net short position in each of the currencies used, over a rolling 12-to-18-month period. Exposure and sensitivity to foreign exchange risk The table below shows the Group’s exposure to foreign exchange risk at December 31, 2010: At 2010 closing exchange rates (€m) USD (1) GBP (2) Other currencies (3) Total Assets 23.5 8.2 20.0 51.7 Liabilities (39.4) (15.6) (17.6) (72.6) Off balance sheet commitments (472.0) (9.7) (17.1) (498.8) Pre-hedging position (487.9) (17.1) (14.7) (498.8) Forwards and futures 128.2 3.5 (29.3) 519.7 Currency swaps (16.3) (1.8) (6.6) (24.7) Net post-hedging position (376.0) (15.4) (50.6) (442.0) (1) Net exposure in USD: Some Group entities (TF1, Eurosport) enter into long-term rights acquisition contracts in the course of their ordinary activities that give rise to off balance sheet commitments, which are partially matched against future recurring USD revenue streams. (2) Net exposure in GBP: This mainly relates to the acquisition of rights to the 2011 Rugby World Cup. (3) The main currencies involved are the Norwegian krone (NOK), the Swedish krona (SEK), the Danish krone (DKK), the Australian dollar (AUD), and the Swiss franc (CHF). The net post-hedging position is matched by future revenue streams in the currency. The consolidated net post-hedging currency exposure (translated into euros at the closing exchange rate) as of December 31, 201 0 was €442 million, compared with €219.2 million as of December 31, 2009. At 2009 closing exchange rates (€m) USD GBP Other currencies Total Assets 22.0 6.2 17.1 45.3 Liabilities (40.9) (9.2) (10.4) (60.5) Off balance sheet commitments (230.0) (14.9) (18.3) (263.2) Pre-hedging position (248.9) (17.9) (11.6) (278.4) Forwards and futures 81.9 6.7 (14.9) 73.7 Currency swaps (8.5) (1.8) (4.2) (14.5) Net post-hedging position (175.5) (13.0) (30.7) (219.2)]]></page>
	<page id="165"><![CDATA[REGISTRATION DOCUMENT 2010 163 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements (€m) 2010 2009 Pre-tax impact on profit or loss Pre-tax impact on equity Pre-tax impact on profit or loss Pre-tax impact on equity +1% -1% +1% -1% +1% -1% +1% -1% USD 1.0 (1.0) 2.7 (2.9) 1.0 (1.1) 0.7 (0.7) GBP - - 0.2 (0.2) - - 0.1 (0.1) Other currencies - - 0.2 (0.6) 0.3 (0.2) - - TOTAL 1.0 (1.0) 3.1 (3.7) 1.3 (1.3) 0.8 (0.8) At end 2010, the sensitivity of the TF1 group’s equity (including net proﬁ t for the period) to changes in the net accounting position in currencies other than the euro arising from a uniform unfavourable movement of 1% in the rate of the euro against all the currencies would be -€4.7 million, before taking account of the effects of such a movement on the Group’s future foreign-currency cash ﬂ ows. The comparable ﬁ gure at end 2009 was -€2.1 million. Change in the value of currency derivatives The change in the value of currency derivatives not eligible for hedge accounting was -€2.2 million. The change in the value of instruments eligible for hedge accounting was +€4 million in 2010. This comprises a change of +€4.3 million in the value of effective hedges (i.e. highly correlated to changes in the value of hedged items), recognised as a component of equity in the cash ﬂ ow hedge reserve (see note 13.3), and a change of -€0.3 million in the value of ineffective hedges, recognised in proﬁ t or loss under “Other ﬁ nancial income and expenses” (see note 26). Currency derivatives by currency The tables below give a breakdown of currency hedging derivatives by currency at December 31, 2010 and 2009: December 31, 2010 (in millions) Currency Notional amount of hedge Fair value (in euros) In foreign currency (in euros) Total Of which designated as cash flow hedges Total &amp;lt; 1 year 1-5 years Currency swaps USD 21.8 16.3 16.3 - (0.3) - GBP1.61.81.8-(0.0)- Other currencies (NOK, SEK, DKK, CHF, AUD) 6.6 6.6 - (0.0) - Forward purchases USD 171.3 128.2 77.3 50.9 1.8 4.0 GBP3.03.53.5-0.10.1 Forward sales Other currencies (NOK, SEK, DKK, AUD) 29.4 26.7 2.7 (0.6) (0.6) TOTAL HEDGES 185.8 132.2 53.6 1.0 3.5 The sensitivity shown below measures the impact on proﬁ t or loss and equity of an immediate unfavourable uniform movement of 1% in the rate of the euro against all the other currencies involved, and represents the sum total of: p the impact of applying this 1% movement to the net pre-hedging positions presented above; p the change in the fair value of the portfolio of currency derivatives in place at the balance sheet date, applying the accounting treatments speciﬁ ed in IAS 39.]]></page>
	<page id="166"><![CDATA[REGISTRATION DOCUMENT 2010 164 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements December 31, 2009 (in millions) Currency Notional amount of hedge Fair value (in euros) In foreign currency (in euros) Total Of which designated as cash flow hedges Total &amp;lt; 1 year 1-5 years Currency swaps USD 12.3 8.5 8.5 - 0.1 - GBP1.61.81.8-0.0- Other currencies (NOK, SEK, DKK, CHF, AUD) 4.2 4.2 - 0.0 - Forward purchases USD 118.0 81.9 62.4 19.5 (0.2) 0.1 GBP6.06.86.8-(0.6)(0.6) Forward sales Other currencies (NOK, SEK, DKK, AUD) 14.9 14.9 - (0.1) - TOTAL HEDGES 118.1 98.6 19.5 (0.8) (0.5) Accounting classification and treatment All derivative instruments used by the TF1 group are contracted to hedge its exposure to ﬁ nancial risks. In accordance with IAS 39, these derivatives are classiﬁ ed as fair value hedges or cash ﬂ ow hedges depending on the strategy applied. However, some derivatives are ineligible for hedge accounting because they do not meet the IAS 39 criteria, in particular where there has been a reversal of the initial strategy. (€m) Derivatives ineligible for hedge accounting Derivatives designated as fair value hedges Derivatives designated as cash flow hedges Fair value 2010 Currency derivatives – assets - - 4.4 4.4 Currency derivatives – liabilities (2.5) - (0.8) (3.3) TOTAL (2.5) - 3.5 1.0 2009 Currency derivatives – assets ---- Currency derivatives – liabilities (0.3) - (0.5) (0.8) TOTAL (0.3) - (0.5) (0.8) Derivatives designated as cash ﬂ ow hedges are used by TF1 SA to hedge sport transmission rights and audiovisual rights acquisition contracts, on which the amount and timing of payments are precisely agreed on a contractual basis; and by Eurosport to hedge future foreign-currency revenue streams. The other derivatives transactions are allocated to other broadcasting rights acquisition contracts, but do not meet all the criteria required to establish the existence of a hedging relationship under IAS 39. Credit risk and counterparty risk The TF1  group applies policies designed to limit its exposure to counterparty risk, and in particular (i) the risk of non-recovery of trade debtors in connection with its ordinary activities, (ii) the risk of being unable to recover assets held by ﬁ nancial counterparties and (iii) the risk that ﬁ nancial counterparties will default on their commitments to the Group. The TF1 group believes that its exposure is limited, given that the cost of such risks has historically been immaterial both in overall terms and for each business segment.]]></page>
	<page id="167"><![CDATA[REGISTRATION DOCUMENT 2010 165 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Risk of non-recovery of debtors 2010 (€m) Carrying amount Not past due Past due Total &amp;lt; 6 months 6-12 months &amp;gt; 12 months Trade debtors 738.1 555.5 182.6 144.2 15.0 23.4 Provision for impairment of trade debtors (18.3) (1.3) (17.0) (4.3) (1.1) (11.6) TRADE DEBTORS, NET 719.8 554.2 165.6 139.9 13.9 11.8 2009 (€m) Carrying amount Not past due Past due Total &amp;lt; 6 months 6-12 months &amp;gt; 12 months Trade debtors 755.6 595.3 160.3 115.8 16.3 28.2 Provision for impairment of trade debtors (18.9) (0.3) (18.6) (3.4) (3.9) (11.3) TRADE DEBTORS, NET 736.7 595.0 141.7 112.4 12.4 16.9 Advertising airtime TF1 Publicité sells advertising airtime on media for which it acts as agent (TV channels, radio stations, proprietary and third-party websites) to advertisers who over the years have become regular airtime buyers, developing well-established partnerships. The policy used to manage the underlying counterparty risk relies on the operating terms of TF1 Publicité, of which its customers are perfectly aware. These include: p upfront payment in full, in advance of broadcast, for any airtime order placed by a new advertiser; p for any advertiser with a track record of payment incidents, upfront payment for all future orders plus settlement of all outstanding invoices, failing which the advertiser may be barred from buying airtime; p payment of annual rebates in the form of “end-of-order” credit notes issued at the start of the following year, to which the advertiser is not entitled unless all the prior-year invoices used as the basis for the rebate have been paid on time. On top of these procedures, the Credit Management Department performs regular ﬁ nancial health checks on advertisers, and in the event of late payment systematically issues graded reminders. Any legal recovery proceedings are prepared in conjunction with Coface. Other measures taken include the issuance of preventive reminders to the principal advertising agencies in advance of each due date for payment, the strict application of penalties to rebates in the event of late payment of invoices, and the systematic application of late payment interest. Overall, these procedures have enabled TF1 Publicité to keep the risk of non-payment by advertisers to less than 0.15% of total annual billings (inclusive of VAT). Theme channel subscriptions There is no signiﬁ cant risk of non-recovery as regards revenues payable by cable operators present in France. As regards sales outside France, Eurosport has effective cash collection procedures for debts owed by cable and satellite operators. The risk of non-payment by these operators is historically low thanks to the use of ﬁ nancial health checks on customers and the fragmentation of these markets, which gives an inherently very high level of risk diversiﬁ cation. Other diversification activities TF1 Vidéo and TF1 Entreprises use credit insurance to protect against the risk of non-payment by customers. The home shopping business, carried on via the Téléshopping Division, is not exposed to major non-payment risks, given that payment is usually required prior to the delivery of goods or services. There are no other signiﬁ cant exposures to individual customers in other Group subsidiaries that might have a lasting adverse impact on the Group’s proﬁ tability. Financial counterparties In investing surplus cash, the TF1 group applies a policy of selecting only high-grade banks and ﬁ nancial institutions that meet minimum rating criteria and with which the Group has well-established relationships, including the provision of credit facilities to the Group (see note 31.2.1 on liquidity risk).]]></page>
	<page id="168"><![CDATA[REGISTRATION DOCUMENT 2010 166 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 32 Share options 32.1 DETAILS OF SHARE OPTION PLANS Plan no. 8 Plan no. 10 Plan no. 11 Date of Shareholders’ Meeting April 23, 2002 April 17, 2007 April 17, 2007 Date of Board Meeting August 31, 2004 February 20, 2008 February 18, 2009 Date of grant September 16, 2004 March 20, 2008 March 20, 2009 Type of plan subscription subscription subscription Number of shares that may be subscribed / purchased 1,008,000 2,000,000 2,000,000 by corporate officers 0 56,000 56,000 by the 10 employees granted the most options 100,000 340,000 340,000 Start date of exercise period September 16, 2007 March 20, 2011 March 20, 2012 Expiration date September 16, 2011 March 20, 2015 March 20, 2016 Subscription / purchase price €23.46 €15.35 €5.98 Terms of exercise May be exercised from the 3 rd  anniversary of the date of grant and sold from the 4 th  anniversary of the date of grant Number of shares subscribed at December 31, 2010 - Plan no. 8 was 100% hedged in 2004 by the purchase of a share call option, exercisable on the same terms as the plan. 32.2 MOVEMENT IN NUMBER OF OPTIONS OUTSTANDING 2010 2009 Number of options Weighted average subscription / purchase price (in euros) Number of options Weighted average subscription / purchase price (in euros) Options outstanding at January 1 6,339,497 14.97 4,496,100 18.77 Options granted - 1,880,897 5.98 Options cancelled or forfeited (123,000) 11.03 (37,500) 18.98 Options exercised - - - Options expired (1,657,600) 20.20 - - Options outstanding at December 31 4,558,897 13.18 6,339,497 14.97 Options exercisable at December 31 880,500 23.46 2,543,100 21.34 No options were exercised during 2010. The average residual life of options outstanding at December 31, 2010 was 48 months (45  months at December 31, 2009).]]></page>
	<page id="169"><![CDATA[REGISTRATION DOCUMENT 2010 167 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements The off balance sheet commitments reported below comprise guarantee commitments given and received by the Group; reciprocal commitments not associated with the Group’s operating cycles; and operating and ﬁ nance lease commitments. A commitment is reciprocal if the future commitment given by the TF1 group is inseparable from the commitment given by the other party or parties to the contract. Reciprocal commitments given and received in connection with the Group’s operating cycles are reported in the note relating to the relevant balance sheet item: note 11 (“Programmes and broadcasting rights”) for purchase contracts designed to secure future programming schedules, and note 31.2.1 (“Liquidity risk”) for conﬁ rmed bank credit facilities. Off balance sheet commitments are stated at the amount of the outﬂ ow or inﬂ ow of resources speciﬁ ed in the contract. In the case of renewable contracts, the commitment is measured on the basis of the period until the next renewal date. In the case of reciprocal commitments, the commitment given and the commitment received are measured on the basis of the net cash outﬂ ow or inﬂ ow for the TF1 group. The various types of commitments given and received by the TF1 group are described below: Guarantee commitments This item comprises guarantees provided in connection with commercial contracts or leases. None of the non-current assets held by TF1 (intangible assets, property, plant and equipment or ﬁ nancial assets) is subject to any pledge or mortgage. Reciprocal contractual commitments Image transmission Image transmission commitments relate to the supply of television broadcasting services (Télédiffusion de France), and to the leasing of satellite capacity and transponders from private-sector companies. Commitments relating to equity interests This item comprises ﬁ rm or optional commitments to deliver or receive securities, and includes in particular the effect of the agreement with the AB Group, amounting to €155  million at December  31, 2010 (see note 1.1, “Acquisition of TMC and NT1”) and to €192 million at December 31, 2009. Other reciprocal contractual commitments This comprises commitments given or received under contracts not associated with the recurring operations of Group companies, such as the contract with GIP France Télé Numérique (which is responsible for implementing the analogue TV signal switch-off in France). Operating leases This item shows (in both commitments given and commitments received) the minimum future lease payments under non-cancellable operating leases in place at the balance sheet date. Only leases that are material to the consolidated ﬁ nancial statements are included. Most of the leases included relate to property, in particular the premises occupied by TF1 SA and the French companies of the Eurosport Group. Finance leases This item shows the minimum future lease payments under ﬁ nance leases in progress at the balance sheet date. No material off balance sheet commitments, as deﬁ ned in the applicable accounting standards, are omitted from the disclosures below. 33.1 GUARANTEE COMMITMENTS (€m) &amp;lt; 1 year 1-5 years &amp;gt; 5 years Total 2010 Total 2009 Guarantee commitments Pledges, mortgages and collateral ----- Guarantees and endorsements given 2.3 1.8 - 4.1 7.8 Guarantee commitments given 2.3 1.8 - 4.1 7.8 Pledges, mortgages and collateral ----- Guarantees and endorsements received 0.8 1.8 - 2.6 3.3 Guarantee commitments received 0.8 1.8 - 2.6 3.3 GUARANTEE COMMITMENTS, NET 1.5 - - 1.5 4.5 Note 33 Off balance sheet commitments]]></page>
	<page id="170"><![CDATA[REGISTRATION DOCUMENT 2010 168 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 33.2 RECIPROCAL CONTRACTUAL COMMITMENTS (€m) &amp;lt; 1 year 1-5 years &amp;gt; 5 years Total 2010 Total 2009 Miscellaneous contractual commitments Image transmission 55.5 60.3 2.9 118.7 160.0 Commitments relating to equity interests 5.2 169.0 4.7 178.9 221.1 Other commitments 13.5 8.8 - 22.3 25.2 Miscellaneous contractual commitments given 74.2 238.1 7.6 319.9 406.3 Image transmission 55.5 60.3 2.9 118.7 160.0 Commitments relating to equity interests 5.2 169.0 4.7 178.9 221.1 Other commitments 13.5 8.8 - 22.3 25.2 Miscellaneous contractual commitments received 74.2 238.1 7.6 319.9 406.3 MISCELLANEOUS CONTRACTUAL COMMITMENTS, NET ----- 33.3 OPERATING LEASES (€m) &amp;lt; 1 year 1-5 years &amp;gt; 5 years Total 2010 Total 2009 Operating leases Operating lease commitments given 22.6 91.1 31.8 145.5 164.3 Operating lease commitments received 22.6 91.1 31.8 145.5 164.3 OPERATING LEASE COMMITMENTS, NET ----- 33.4 FINANCE LEASES (€m) &amp;lt; 1 year 1-5 years &amp;gt; 5 years Total 2010 Total 2009 Finance leases (already recognised in the balance sheet) 3.8 16.2 - 20.0 1.2 Note 34 Related-party information 34.1 EXECUTIVE COMPENSATION Total compensation paid during 2010 to key executives of the Group (i.e. the 15 members of the TF1 Management Committee mentioned in the Annual Report) was €7.7 million, comprising: (€m) 2010 2009 Fixed compensation 6.1 5.4 Variable compensation 1.6 1.6 Benefits in kind N / S N / S Additional information: p the portion of total share option expense and consideration-free share expense for the year relating to these key executives was €0.4 million; p the portion of the total obligation in respect of retirement and other post-employment beneﬁ ts relating to these key executives was €2.6 million. The Bouygues Group offers the members of its Executive Committee, who include Nonce Paolini, a top-up pension of 0.92% of the reference salary for each year of service in the scheme, which represents a post- employment beneﬁ t. The expense (invoiced to TF1 by Bouygues) relating to the contribution paid in 2010 to the investment fund of the insurance company which manages the scheme was €0.1 million. Apart from loans of shares made to key executives who are also members of the Board of Directors in connection with their duties, no material loans or guarantees were extended to key executives or members of the Board of Directors.]]></page>
	<page id="171"><![CDATA[REGISTRATION DOCUMENT 2010 169 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements 34.2 TRANSACTIONS WITH OTHER RELATED PARTIES Transactions with other related parties are summarised in the table below: (€m) Income Expenses Debtors Creditors 2010 2009 2010 2009 2010 2009 2010 2009 Parties with an ownership interest (Bouygues SA) - 0.1 (6.5) (5.4) - - 4.0 1.9 Jointly controlled entities 3.6 4.8 (4.9) (6.2) 2.4 11.8 1.9 3.1 Associates 6.9 10.7 (5.9) (8.5) 1.6 8.3 3.1 8.3 Other related parties 36.9 27.8 (7.2) (9.6) 9.7 453.4 2.3 4.2 TOTAL 47.4 43.4 (24.5) (29.7) 13.7 473.5 11.3 17.5 * Bouygues Relais cash pooling agreement (see note 31.2.1). Agreements entered into with jointly controlled entities and with associates relate primarily to operational transactions in the course of ordinary business in the audiovisual sector, recharges of head ofﬁ ce administrative expenses, and income and expenses arising from short- term cash pooling transactions. Agreements executed with other related parties relate mainly to transactions with fellow-subsidiaries of Bouygues SA under agreements entered into in the course of ordinary business of a commercial nature, with the exception of transactions with Bouygues Relais under a short- term cash pooling agreement. The table below shows fees paid by TF1 to the Group’s auditors: (€ thousand) Mazars KPMG Other firms Amount % Amount % Amount % 2010 2009 2010 2009 2010 2010 2010 2010 2010 2009 2010 2009 Audit Audit of consolidated and individual company financial statements (812) (769) 97% 96% (795) (762) 89% 92% (76) (50) 100% 98% TF1 SA (230)(219) (230)(219) - - Subsidiaries (582)(550) (565)(543) (76) (50) Other procedures and services directly related to the audit engagement (25) (31) 3% 4% (102) (30) 11% 4% ---- TF1 SA (25) - (100) (4) - - Subsidiaries - (31) (2) (26) - - Other Sub-total (837) (800) 100% 100% (897) (792) 100% 96% (76) (50) 100% 98% Other services provided by the network to fully consolidated subsidiaries Company law, tax and employment law ----- (32) 0% 4% - (1) 0% - Other (if &amp;gt; 10% audit-related fees) ------------ Sub-total ----- (32) 0% 4% - (1) 0% 2% TOTAL (837) (800) 100% 100% (897) (824) 100% 100% (76) (51) 100% 100% Note 35 Auditors’ fees]]></page>
	<page id="172"><![CDATA[REGISTRATION DOCUMENT 2010 170 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 36 Dependence on licences TF1 requires a licence to carry on its activities as a broadcaster. The law of September 30, 1986, as amended by Law 2007-309 of March 5, 2007, stipulates that subject to certain conditions, a company’s broadcasting licence may be automatically renewed. TF1 has signed the necessary agreements and provided the necessary undertakings to retain its broadcasting licence until 2022. The following subsidiaries or jointly-controlled entities hold Digital Terrestrial Television licences, awarded on June 10, 2003 for a ten-year period: LCI, Eurosport France, TMC, NT1 and TF6. Note 37 Post balance sheet events 37.1 DIVESTMENT OF 1001 LISTES On January 11, 2011, the TF1 group and Galeries Lafayette signed an agreement for the sale by TF1 of its entire equity interest in 1001 Listes. The sale was completed on February 4, 2011.]]></page>
	<page id="173"><![CDATA[REGISTRATION DOCUMENT 2010 171 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements Note 38 Detailed list of companies included in the consolidation COMPANY COUNTRY ACTIVITY 2010 2009 % CONTROL (1) CONSOLIDATION METHOD % CONTROL CONSOLIDATION METHOD TF1 SA France Broadcasting Parent company Parent company BROADCASTING France TF1 PUBLICITÉ France TF1 advertising airtime sales house 100.00% Full 100.00% Full TF1 FILMS PRODUCTION France Co-production of films 100.00% Full 100.00% Full TELESHOPPING France Home Shopping 100.00% Full 100.00% Full TV BREIZH France Theme channel 100.00% Full 100.00% Full UNE MUSIQUE France Music publishing 100.00% Full 100.00% Full TF6 France Theme channel 50.00% Proportionate 50.00% Proportionate TF1 ENTREPRISES France Merchandising, spin-offs 100.00% Full 100.00% Full EUROSPORT France SA France Marketing the Eurosport channel in France 100.00% Full 100.00% Full EZ TRADING France Import-Export 100.00% Full 100.00% Full TF1 THÉMATIQUES France Holding company – Theme Channel Division 100.00% Full 100.00% Full E-TF1 France Creation / broadcasting of internet services 100.00% Full 100.00% Full LA CHAÎNE INFO France Operator of La Chaîne Info news channel 100.00% Full 100.00% Full TF1 PRODUCTION France Programme production 100.00% Full 100.00% Full BAXTER France Music publishing 100.00% Full 100.00% Full TF6 GESTION France TF6 management company 50.00% Proportionate 50.00% Proportionate SÉRIE CLUB France Theme channel 50.00% Proportionate 50.00% Proportionate MONTE CARLO PARTICIPATIONS (2) France TMC holding company 100.00% Full 50.00% Proportionate TOP SHOPPING France Retailing 100.00% Full 100.00% Full LES NOUVELLES EDITIONS TF1 France Book publishing 51.00% Full 51.00% Full STYLIA France Theme channel 100.00% Full 100.00% Full APHELIE France Real estate leasing 100.00% Full 100.00% Full HISTOIRE France Theme channel 100.00% Full 100.00% Full USHUAIA TV France Theme channel 100.00% Full 100.00% Full TELE MONTE CARLO (2) Monaco Theme channel 80.00% Full 40.00% Proportionate INFOSHOPPING France Infomercials 100.00% Full 100.00% Full WAT France Creation of internet services 100.00% Full 100.00% Full TMC RÉGIE (2) France TMC advertising airtime sales house 100.00% Full 40.00% Proportionate JFG NETWORKS France Creation of internet services - - 40.03% Equity SKY ART MEDIA United States Print media publishing 27.54% Equity 27.54% Equity OUEST INFO France TV news images agency 100.00% Full 100.00% Full ONE CAST France Audiovisual broadcasting &amp;amp; transmission service 100.00% Full 100.00% Full]]></page>
	<page id="174"><![CDATA[REGISTRATION DOCUMENT 2010 172 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements COMPANY COUNTRY ACTIVITY 2010 2009 % CONTROL (1) CONSOLIDATION METHOD % CONTROL CONSOLIDATION METHOD SF2J France Producer of card &amp;amp; board games 100.00% Full 100.00% Full DUJARDIN France Producer of card &amp;amp; board games 100.00% Full 100.00% Full WB TÉLÉVISION Belgium Broadcasting 49.00% Equity 49.00% Equity HOLDING OMEGA PARTICIPATIONS France Holding company 100.00% Full - - GROUPE AB France Production, programming &amp;amp; broadcasting of audiovisual material - - 33.50% Equity GIE TF1 Acquisitions de droits France Acquisition &amp;amp; sale of audiovisual rights 100.00% Full 100.00% Full NT1 France Theme channel 100.00% Full - - TF1 DS France Acquisition &amp;amp; sale of audiovisual rights 100.00% Full - - DUALNET COMMUNICATION France Operator of consumer websites - - 100.00% Full PLACE DES TENDANCES France e-commerce 80.00% Full 80.00% Full TF1 EXPANSION France Holding company 100.00% Full 100.00% Full AUDIOVISUAL RIGHTS CIBY 2000 France Exploitation of audiovisual rights 100.00% Full 100.00% Full TF1 VIDEO France Exploitation of video rights 100.00% Full 100.00% Full GIE SONY TF1 VIDEO France Exploitation of video rights 50.00% 50.00% TF1 DROITS AUDOVISUELS France Exploitation of audiovisual rights 100.00% Full 100.00% Full TCM DA France Exploitation of audiovisual rights 50.00% Proportionate 50.00% Proportionate TCM GESTION France TCM DA management company 49.96% Proportionate 49.96% Proportionate TF IMAGE 2 France Exploitation of audiovisual rights - - 100.00% Full TF1 INTERNATIONAL France Exploitation of audiovisual rights 66.00% Full 66.00% Full UGC DISTRIBUTION France Exploitation of audiovisual rights 34.00% Equity 34.00% Equity BROADCASTING INTERNATIONAL EUROSPORT SA France Marketing of Eurosport channel outside France 100.00% Full 100.00% Full EUROSPORT BV Netherlands Marketing of Eurosport channel in the Netherlands 100.00% Full 100.00% Full EUROSPORT TELEVISION LTD UK Marketing of Eurosport channel in the United Kingdom 100.00% Full 100.00% Full EUROSPORT TV AB Sweden Marketing of Eurosport channel in Sweden 100.00% Full 100.00% Full]]></page>
	<page id="175"><![CDATA[REGISTRATION DOCUMENT 2010 173 FINANCIAL STATEMENTS 4 Notes to the consolidated ﬁ nancial statements COMPANY COUNTRY ACTIVITY 2010 2009 % CONTROL (1) CONSOLIDATION METHOD % CONTROL CONSOLIDATION METHOD EUROSPORT MEDIA GMBH Germany Marketing of Eurosport channel in Germany 100.00% Full 100.00% Full EUROSPORT EVENT LTD UK Motor race organiser 100.00% Full 100.00% Full SRW EVENTS LTD UK Motor race organiser 100.00% Full 100.00% Full EUROSPORT ITALIA Italy Marketing of Eurosport channel in Italy 100.00% Full 100.00% Full EUROSPORT ASIA-PACIFIC Hong Kong Marketing of Eurosport channel in Asia 100.00% Full 100.00% Full EUROSPORT MEDIA SA Switzerland Marketing of Eurosport channel in Switzerland 100.00% Full 100.00% Full EUROSPORT SA SPAIN Spain Marketing of Eurosport channel in Spain 100.00% Full 100.00% Full EUROSPORT FINLAND Finland Marketing of Eurosport channel in Finland 100.00% Full 100.00% Full EUROSPORTNEWS DISTRIBUTION LTD Hong Kong Marketing of Eurosport channel in Asia 98.00% Full 98.00% Full EUROSPORT NORVÈGE AS Norway Marketing of Eurosport channel in Norway 100.00% Full 100.00% Full EUROSPORT POLSKA Poland Marketing of Eurosport channel in Poland 100.00% Full 100.00% Full EUROSPORT DANMARK APS Denmark Marketing of Eurosport channel in Denmark 100.00% Full 100.00% Full EUROSPORT EVENTS France Sports event organiser 100.00% Full 100.00% Full EUROSPORT ARABIA FZ LLC UAE Marketing of Eurosport channel in the Middle East 100.00% Full - - EUROSPORT MEDIA DISTRIBUTION Portugal Portugal Marketing of Eurosport channel in Portugal 100.00% Full - - OTHER ACTIVITIES METRO FRANCE PUBLICATIONS (2) France Print media publishing 34.30% Equity 34.30% Equity SPS France Online gaming operator 100.00% Full 50.00% Proportionate 1001 Listes France Creation of internet services 100.00% Full 100.00% Full (1) Except for TMC (in which TF1 has a percentage interest of 80%), there are no material differences between percentage control and percentage interest. (2) Monte Carlo Participations, Télé Monte Carlo and TMC Régie: in 2009, these companies were jointly controlled under the terms of the agreement of July 6, 2004 between TF1 and the AB Group. (3) Metro France Publications: under the terms of the shareholders’ agreement of November 14, 2003 between TF1 and Metro Intern ational S.A., Metro International has exclusive control over Publications Metro France. TF1 only exercises significant influence over this company, in which it has a 34.3% interest.]]></page>
	<page id="176"><![CDATA[REGISTRATION DOCUMENT 2010 174 FINANCIAL STATEMENTS 4 Parent company ﬁ nancial statements 4.3 PARENT COMPANY FINANCIAL STATEMENTS 4.3.1 Parent company balance sheet (French GAAP) ASSETS (€m) Note 31/12/2010 Net 31/12/2009 Net Intangible assets 2.2 &amp;amp; 3.1 42.0 48.5 Concessions and similar rights 8.6 2.3 Trademarks 0.0 0.0 Purchased goodwill 0.0 0.0 Other intangible assets 0.0 0.0 Intangible assets in progress 2.2 5.0 Co-productions available for transmission 8.8 13.4 Co-productions available for retransmission 15.0 21.0 Co-productions in progress 7.4 6.8 Property, plant and equipment 2.3 &amp;amp; 3.2 50.7 64.6 Land 0.0 0.0 Buildings 0.0 0.0 Technical facilities 21.7 19.9 Other property, plant and equipment 29.0 32.1 Property, plant and equipment under construction 0.0 12.6 Non-current financial assets 2.4 &amp;amp; 3.3 1,474.1 1,209.9 Investments in subsidiaries and affiliates 1,313.5 1,049.3 Loans and advances to subsidiaries and affiliates 0.0 0.0 Other long-term investment securities 0.1 0.1 Loans receivable 160.2 160.2 Other non-current financial assets 0,.3 0.3 NON-CURRENT ASSETS 1,566.8 1,323.0 Inventories and work in progress 2.5 &amp;amp; 3.4 421.8 445.2 Raw materials and other supplies 0.0 0.1 Goods bought for resale Broadcasting rights (initial transmission) 0.0 0.0 202.8208.8 Broadcasting rights (available for retransmission) 217.1 235.9 Broadcasting rights in progress 1.9 0.4 Advance payments 2.6 &amp;amp; 3.5.1 154.7 226.2 Trade debtors 2.7 &amp;amp; 3.5.2 334.3 419.5 Other debtors 3.5.3 131.4 166.0 Short-term investments and cash 2.8 &amp;amp; 3.6 70.9 706.7 Prepaid expenses 3.7 5.6 6.6 CURRENT ASSETS 1,118.7 1,970.2 Deferred charges 0.0 0.2 Bond redemption premium 0.0 0.4 Unrealised foreign exchange losses 0.0 0.4 TOTAL ASSETS 2,685.5 3,294.2]]></page>
	<page id="177"><![CDATA[REGISTRATION DOCUMENT 2010 175 FINANCIAL STATEMENTS 4 Parent company ﬁ nancial statements LIABILITIES AND SHAREHOLDERS’ EQUITY (€m) Note 31/12/2010 31/12/2009 Share capital 42.7 42.7 Share premium 3.8 3.8 Revaluation reserve 0.0 0.0 Legal reserve 4.3 4.3 Long-term capital gains reserve 0.0 0.0 Other reserves 835.0 835.0 Retained earnings 250.7 144.0 Net profit for the year 157.2 198.4 Restricted provisions 2.10 34.1 34.2 Shareholders’ equity 3.8 1,327.8 1,262.4 Provisions for liabilities and charges 2.11 &amp;amp; 3.9 67.5 38.4 Bond issues 0.0 503.0 Bank borrowings (1) 0.1 1.0 Other borrowings (2) 497.2 561.7 Trade creditors 318.0 368.9 Tax and employee-related liabilities 159.9 169.3 Amounts payable in respect of non-current assets 1.4 3.7 Other liabilities 313.6 384.8 Deferred income 0.0 0.9 Liabilities 3.10 1,290.2 1,993.3 Unrealised foreign exchange gains 0.0 0.1 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 2,685.5 3,294.2 (1) Including bank overdrafts 0.0 0.2 (2) Including intra-group current accounts 497.2 561.7]]></page>
	<page id="178"><![CDATA[REGISTRATION DOCUMENT 2010 176 FINANCIAL STATEMENTS 4 Parent company ﬁ nancial statements 4.3.2 Parent company income statement (French GAAP) (€m) Note 2010 2009 Operating income 1,660.5 1,587.9 Advertising revenue 2.12 &amp;amp; 4.1 1,473.9 1,357.7 Technical services revenue 2,.3 2.9 Other revenue 8.4 16.0 Revenue 1,484.6 1,376.6 Stored production 0.7 0.7 Capitalised production 5.2 9.5 Operating grants 0.0 0.4 Reversals of depreciation, amortisation, provisions and impairment 68.9 100.8 Cost transfers 4.6 98.6 97.5 Other income 2.5 2.4 Operating expenses (1,506.4) (1,547.2) Purchases of raw materials and other supplies 4.2 (594.5) (653.6) Change in inventory (38.9) (21.5) External expenses (421.2) (374.2) Taxes other than income taxes 4.3 (109.5) (104.7) Wages and salaries 4.4 (127.9) (138.7) Social security charges 4.4 (64.8) (69.3) Depreciation, amortisation, provisions and impairment ■ amortisation of co-productions already transmitted (13.7) (10.8) ■ amortisation and depreciation of other non-current assets (15.6) (14.7) ■ amortisation of deferred charges (0.2) (0.2) ■ impairment of intangible assets and current assets (41.1) (85.5) ■ provisions for liabilities and charges (18.3) (13.9) Other expenses 4.5 (60.7) (60.1) OPERATING PROFIT 154.1 40.7 Share of profits / losses of joint operations 0.0 0.0 Financial income 139.7 266.8 Financial expenses (88.9) (117.1) NET FINANCIAL INCOME 4.7 50.8 149.7 PROFIT BEFORE TAX AND EXCEPTIONAL ITEMS 204.9 190.4 Exceptional income 22.5 49.8 Exceptional income from operating transactions 0.5 0.1 Exceptional income from capital transactions 13.3 43.9 Reversals of provisions and impairment 8.7 5.8 Exceptional expenses (32.1) (59.2) Exceptional expenses on operating transactions (1.2) (0.2) Exceptional expenses on capital transactions (22.2) (53.5) Depreciation, amortisation, provisions and impairment (8.7) (5.5) EXCEPTIONAL ITEMS 4.8 (9.6) (9.4) Employee profit-sharing (4.6) (0.3) Income taxes 4.9 &amp;amp; 4.10 (33.5) 17.7 NET PROFIT 157.2 198.4]]></page>
	<page id="179"><![CDATA[REGISTRATION DOCUMENT 2010 177 FINANCIAL STATEMENTS 4 Parent company ﬁ nancial statements 4.3.3 Parent company cash ﬂ ow statement (French GAAP) CASH FLOW STATEMENT (€m) 2010 2009 1 – Operating activities ■ Net profit for the year 157.2 198.4 ■ Depreciation, amortisation, provisions and impairment (1) (2) 51.2 6.0 ■ Investment grants released to the income statement 0.0 0.0 ■ Net (gain) / loss on disposals of non-current assets 0.6 1.4 Operating cash flow before changes in working capital 209.0 205.8 ■ Acquisitions of co-productions (2) (3.6) (12.4) ■ Amortisation and impairment of co-productions (2) 6.3 9.0 ■ Inventories 23.4 (1.7) ■ Trade and other debtors 121.1 (89.2) ■ Trade and other creditors (132.3) 129.0 ■ Deferred charges 0.0 0.0 ■ Advance payments received from third parties, net 71.6 (16.7) Change in operating working capital needs 86.5 18.0 Net cash generated by / (used in) operating activities 295.5 223.8 2 – Investing activities ■ Acquisitions of property, plant &amp;amp; equipment and intangible assets (1) (2) (15.8) (28.9) ■ Disposals of property, plant &amp;amp; equipment and intangible assets (1) (2) 10.2 0.2 ■ Acquisitions of investments in subsidiaries and affiliates (263.1) (6.4) ■ Disposals of investments in subsidiaries and affiliates 0.0 2.4 ■ Net change in amounts payable in respect of non-current assets (2.4) (0.7) ■ Net change in other non-current financial assets 0.0 71.0 Net cash generated by / (used in) investing activities (271.1) 37.6 3 – Financing activities ■ Change in shareholders’ equity 0.0 0.0 ■ Net change in debt (568.2) 8.5 ■ Dividends paid (91.8) (100.3) Net cash generated by / (used in) financing activities (660.0) (91.8) Total change in cash position (635.6) 169.6 Cash position at beginning of period 706.5 536.9 Change in cash position (635.6) 169.6 Cash position at end of period 70.9 706.5 (1) Excluding programme co-production shares (2) Acquisitions, consumption, disposals and retirements of programme co- production shares, accounted for as non-current assets in the parent company financial statements, are included in “Changes in operating working capital needs” in this cash flow statement in order to provide a fair representation of cash flows comparable with that presented in the consolidated financial statements.]]></page>
	<page id="180"><![CDATA[REGISTRATION DOCUMENT 2010 178 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 4.4 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS Note 1 Signiﬁ cant events 179 Note 2 Accounting policies 179 Note 3 Notes to the balance sheet 182 Note 4 Notes to the income statement 188 Note 5 Other information 190 Note 6 Post balance sheet events 193 The parent company ﬁ nancial statements for the year ended December 31, 2010 have been prepared in accordance with legal and re gulatory requirements as currently applicable in France. These ﬁ nancial statements have been approved by the Board of Directors on February 16, 2011 and will be submitted for sharehol ders’ approval during the Ordinary General Meeting on April 14, 2011.]]></page>
	<page id="181"><![CDATA[REGISTRATION DOCUMENT 2010 179 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements Note 1 Significant events ACQUISITION OF TMC AND NT1 Since 2007, the TF1 group had held a 33.5% interest in the AB Group, which in turn held investments including a 40% interest in TMC and a 100% interest in NT1. TF1 also held a 40% direct interest in TMC, acquired in 2005. On June 11, 2010, TF1 and the AB Group ﬁ nalized the implementation of the agreement signed on June 10, 2009, as a result of which TF1 acquired from the other AB Group shareholders their remaining 66.5% stake in the AB Group’s 40% interest in TMC and the 100% interest in NT1 held by the AB Group, for a total price of €194.9 million. TF1 has retained the same interest in the other activities of the AB Group (33.5%) as it held prior to this transaction; this interest is valued at €155 million. The AB Group management team has been granted a call option over this interest, exercisable at any time during a two-year period starting June 11, 2010 at a price of €155 million. ACQUISITION OF AN EQUITY INTEREST IN WIKIO IN EXCHANGE FOR THE EQUITY INTEREST IN JFG NETWORKS On November 11, 2010, the TF1 group reached an agreement with the Wikio Group under which TF1 transferred its 40% equity interest in JFG Networks in exchange for shares in a new group comprising JFG Networks, Wikio and Wikio’s other subsidiaries. Following this transaction, the TF1 group became a shareholder in the Wikio Group with a 13.2% equity interest. Note 2 Accounting policies The accounting policies described below have been applied in compliance with the principles of prudence, lawfulness and fairness in order to represent faithfully the company’s assets, liabilities and ﬁ nancial position and the results of its operations, in accordance with the following fundamental concepts: p going concern; p consistency of method from one period to the next; p accrual basis of accounting; and in accordance with the general rules applicable to the preparation and presentation of annual individual company ﬁ nancial statements in France. The basic method used for measuring items recorded in the books of account is the historical cost method. 2.1 COMPARABILITY OF THE FINANCIAL STATEMENTS THERE WERE NO CHANGES IN ACCOUNTING POLICY DURING THE YEAR ENDED DECEMBER 31, 2010. There were no changes in accounting policy during the year ended December 31, 2010. 2.2 INTANGIBLE ASSETS 2.2.1 General principles In order to secure programming schedules for future years, TF1 SA enters into binding contracts under which it acquires programme co- production shares and the other party agrees to deliver the programme in question. Programme co-production shares are recognised as intangible assets on technical acceptance and opening of rights. Payments made before the conditions for recognition are met are recognised in the balance sheet under “Advance payments”. Programmes acquired for a single transmission are fully amortised on transmission. Where programmes are acquired for two or more transmissions, they are amortised as follows, according to the type of programme: Type of programme Dramas with a running time of at least 52 minutes Cartoons Other programmes 1 st  transmission 80% 50% 100% 2 nd  transmission 20% 50% “Other programmes” in the table above refers to children’s programmes (other than cartoons), entertainment shows, plays, factual and documentary programmes, news, and dramas with a running time of less than 52 minutes. A provision for impairment is recorded once it becomes probable that a programme with a co-production share will not be transmitted. Probability of transmission is assessed on the basis of the most recent programming schedules approved by management. 2.2.2 Co-productions available for transmission Co-production shares in programmes not yet broadcast on the TF1 channel are recorded on this line at acquisition cost. 2.2.3 Co-productions available for retransmission Co-production shares in programmes broadcast once but still available for one or more repeat broadcasts are recorded on this line, and are valued at 50% or 20% of acquisition cost depending on the type of programme (drama, cartoons, other), or at their contractual value.]]></page>
	<page id="182"><![CDATA[REGISTRATION DOCUMENT 2010 180 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 2.2.4 Co-productions in progress This line is used to record screenplays and other texts that have not yet gone into production. The amount reported represents the sums actually paid as at the balance sheet date. Future contractual payments are disclosed as off balance sheet commitments. 2.2.5 Other intangible assets Other intangible assets are measured at acquisition cost (or production cost), net of accumulated amortisation and impairment. 2.3 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment is measured at acquisition cost, net of accumulated depreciation and impairment. Depreciation periods and methods are summarised below: Technical facilities Straight line 3 to 7 years Other property, plant and equipment Straight line 2 to 10 years 2.4 NON-CURRENT FINANCIAL ASSETS Equity investments are measured at acquisition cost, comprising the purchase price and transaction costs. Annual impairment tests are performed on the basis of revenue and proﬁ t projections derived from business plans, using the discounted cash ﬂ ow (DCF) method. If the value in use of an investment falls below acquisition cost, a provision for impairment is recorded. If necessary, this provision may be supplemented by a provision for impairment of the current account with the subsidiary or afﬁ liate and a provision for liabilities and charges. 2.5 INVENTORIES AND WORK IN PROGRESS 2.5.1 General principles In order to secure programming schedules for future years, TF1 SA enters into binding contracts (in addition to co-production share acquisition contracts) under which it acquires (and the other party agrees to deliver) programme rights and sports transmission rights. A programme is recognised in inventory once technical acceptance and opening of rights have occurred. Rights payments made before these conditions are met are recognised in the balance sheet under “Advance payments”. Programmes acquired for a single transmission are regarded as having been consumed in full on transmission. Where programmes are acquired for two or more transmissions, consumption is calculated as follows: p programmes not individually valued in the contract: Type of programme Dramas with a running time of at least 52 minutes Films, TV movies, serials and cartoons Other programmes 1 st  transmission 80% 50% 100% 2 nd  transmission 20% 50% p Programmes individually valued in the contract: consumption reﬂ ects the contract price. “Other programmes” in the table above refers to children’s programmes (other than cartoons), entertainment shows, plays, factual and documentary programmes, news, and dramas with a running time of less than 52 minutes. A provision for impairment is recognised: p once it becomes probable that a programme will not be transmitted (probability of transmission is assessed on the basis of the most recent programming schedules approved by management); p if the contractual value of the retransmission rights exceeds the value that would be attributed to those rights using the rules that apply to programmes that are not individually valued in a contract; p where it is probable that a programme will be resold, and its carrying value in inventory exceeds the actual or estimated selling price. Rights acquisition contracts not recognised in inventory at the balance sheet date are priced at the contractual amount (or the estimated future cash outﬂ ow in the case of output deal contracts) less any advance payments made in respect of the contract, which are recognised as an asset in the balance sheet in “Advance payments”. 2.5.2 Broadcasting rights (initial transmission) Rights that are open but which relate to programmes not yet transmitted on the TF1 channel are recorded on this line at acquisition cost or overall production cost (direct costs plus a portion of indirect production costs, excluding borrowing costs recognised as an expense). 2.5.3 Broadcasting rights (available for retransmission) Rights relating to programmes available for one or more repeat broadcasts are recorded on this line, and are valued at 50% or 20% of acquisition cost depending on the type of programme (drama, cartoons, other), or at their contractual value. 2.6 ADVANCE PAYMENTS Advance payments in respect of programme purchases are accounted for as described in note 2.5.1, and may be written down if impaired. Payments made to purchase sports transmission rights are recognised in “Advance payments” until the sporting event takes place. If the rights are resold, a provision is recorded once the sale is probable, to cover any excess of the amount of advance payments over the actual or estimated selling price.]]></page>
	<page id="183"><![CDATA[REGISTRATION DOCUMENT 2010 181 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 2.7 TRADE DEBTORS Trade debts that are the subject of ongoing legal recovery proceedings are provided for in full (excluding VAT). Provisions for risks of non-recovery of trade debts more than 2 years past due are also recorded, on the following basis: p 100% of all trade debts (excluding VAT) arising before January 1, 2008 and still unpaid; p 50% of all trade debts (excluding VAT) arising during 2008 and still unpaid. Risks on trade debts arising since December 31, 2008 and still unpaid at December 31, 2010 are immaterial. 2.8 SHORT-TERM INVESTMENTS AND CASH TF1  SA provides centralised treasury management for the Group. Treasury current accounts are classiﬁ ed as cash in order to achieve consistency with the classiﬁ cation of treasury current account credit balances, included in “Other borrowings”. Short-term investments are measured at acquisition cost. A provision for impairment is recorded if the recoverable amount falls below acquisition cost. 2.9 FOREIGN-CURRENCY TRANSACTIONS AND UNREALISED FOREIGN EXCHANGE GAINS / LOSSES Invoices received in foreign currencies are translated into euros at the rate prevailing on the date of initial recognition, and foreign-currency liabilities are translated using the exchange rate prevailing as of December 31. Unrealised foreign exchange losses and gains are recorded on the relevant lines on the assets and liabilities sides of the balance sheet. Unrealised foreign exchange losses on unhedged liabilities are covered by a provision included in “Provisions for liabilities and charges”. 2.10 RESTRICTED PROVISIONS This item comprises: p tax depreciation on co-production shares for programmes not yet transmitted, calculated from the ﬁ rst day of the month following the end of shooting in accordance with the rules deﬁ ned by the French tax authorities on July 3, 1970. The monthly percentages used are: Month 1 20% Month 2 15% Months 3 to 9 5% Months 10 to 24 2% p tax depreciation of software and licences, in addition to the accounting depreciation recognised in the balance sheet; p tax depreciation on transaction costs on acquisitions of equity interests, calculated over 5 years on a straight line basis. 2.11 PROVISIONS FOR LIABILITIES AND CHARGES A provision is recorded when a legal or constructive obligation to a third party arising from a past event will certainly or probably result in an outﬂ ow of resources that can be measured reliably. Provisions are reviewed at each balance sheet date, and adjusted where necessary to reﬂ ect the best estimate of the obligation as of that date. Contingent liabilities are obligations whose existence will be conﬁ rmed only by the occurrence of future events or for which the outﬂ ow of resources cannot be measured reliably. No provision is recorded for contingent liabilities. 2.11.1 Retirement benefits TF1 SA’s obligation in respect of retirement beneﬁ ts is limited to the level of beneﬁ ts stipulated in the relevant collective agreements. It is calculated using the projected unit credit method at the expected retirement date based on ﬁ nal salary, and recognised as a liability in “Provisions for liabilities and charges”, net of amounts transferred to an insurance fund. 2.11.2 Long-service leave Additional compensated absence is awarded by TF1 SA to employees based on length of service. The calculation of the cost of vested compensated absence rights takes into account length of service, salary at the time the rights will be taken up, and staff turnover. The resulting liability is discounted, and is recognised in “Provisions for liabilities and charges”. 2.11.3 Other provisions for liabilities and charges These mainly comprise provisions for litigation and claims. The provision is measured as the probable outﬂ ow of resources resulting from ongoing litigation or claims arising from an event prior to the balance sheet date. They include provisions for tax and social security disputes. The amount shown on reassessment notices issued by the authorities is provided for unless the company regards it as highly probable that it will successfully defend its position against the authorities. The undisputed portion of reassessment notices is recognised as a liability as soon as the amount is known. 2.12 ADVERTISING REVENUE Sales of advertising airtime are recognised as revenue on transmission of the advertisement or commercial. The revenue recognised is the amount invoiced by TF1 Publicité to the advertiser for the airtime, less the agency commission earned by TF1 Publicité. TF1 makes marginal use of barter transactions involving advertising with media other than television, such as radio or print media. These transactions are reported on a non-netted basis, with matching amounts recognised as income in “Revenue” and as expenses in “External expenses”. 2.13 OFF BALANCE SHEET COMMITMENTS Image transmission commitments represent fees payable to the transmission service operator until the expiry date of the contract. Caution money and guarantees paid under commercial contracts are disclosed as off balance sheet commitments.]]></page>
	<page id="184"><![CDATA[REGISTRATION DOCUMENT 2010 182 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 2.14 FINANCIAL INSTRUMENTS TF1 uses ﬁ nancial instruments to hedge its exposure to ﬂ uctuations in interest rates and exchange rates. This exposure is generated by transactions entered into by TF1 SA itself, and by foreign exchange guarantees provided to subsidiaries in connection with the centralised management of the Group’s foreign exchange risk. Group policy is to trade on the ﬁ nancial markets solely for hedging purposes related to its business activities, and not to trade for speculative purposes. Gains and losses on ﬁ nancial instruments used for hedging purposes are measured and recognised symmetrically with the recognition of gains and losses on the hedged item. Note 3 Notes to the balance sheet 3.1 INTANGIBLE ASSETS Intangible assets mainly comprise programme co-production shares, movements in which are shown below: (€m) 2010 2009 Co-productions in progress 8.3 8.4 Co-productions available for transmission 13.4 9.9 Co-productions available for retransmission 21.0 22.8 CO-PRODUCTIONS AT JANUARY 1 42.7 41.1 Acquisitions 15.0 23.7 Consumption on 1 st  transmission (9.6) (9.1) Consumption on 2 nd  transmission (4.1) (1.7) Total consumption on transmission (13.7) (10.8) Expired (1.8) (2.5) Retired or abandoned (6.5) (5.7) Resold (net book value) (3.0) (3.1) Decreases (25.0) (22.1) CO-PRODUCTIONS AT DECEMBER 31 32.7 42.7 Breakdown of co-production shares: Co-productions in progress 8.9 8.3 Co-productions available for transmission 8.8 13.4 Co-productions available for retransmission 15.0 21.0 Total 32.7 42.7 PROVISIONS FOR IMPAIRMENT At January 1 1.5 1.6 Charges during the period Reversals during the period 0.0 (0.1) At December 31 1.5 1.5 As of December 31, 2010, the risk of non-transmission for co-produced programmes was €13.2 million, of which: p €1.5 million was covered by provisions for impairment; p €11.7 million was covered by restricted provisions previously established in accordance with the policy described in note 2.10. The table below shows the maturity of co-production share acquisition contracts entered into by TF1 to secure future programming schedules.]]></page>
	<page id="185"><![CDATA[REGISTRATION DOCUMENT 2010 183 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements (€m) Less than 1 year 1 to 5 years More than 5 years Total 2010 Total 2009 Co-production shares 6.7 2.4 5.5 14.6 13.9 3.2 PROPERTY, PLANT AND EQUIPMENT The table below shows movements in property, plant and equipment during the year: Gross value (€m) 01/01/2010 Increases Decreases Transfers 31/12/2010 Technical facilities 86.9 6.5 (17.0) 12.6 89.0 Other property, plant and equipment 92.2 4.3 (15.3) 0.3 81.5 Property, plant and equipment under construction 12.6 0.3 (12.9) 0.0 TOTAL 191.7 11.1 (32.3) 170.5 Depreciation 01/01/2010 Increases Decreases 31/12/2010 Technical facilities 67 7.2 (6.9) 67.3 Other property, plant and equipment 60.1 7.4 (15.0) 52.5 TOTAL 127.1 14.6 (21.9) 119.8]]></page>
	<page id="186"><![CDATA[REGISTRATION DOCUMENT 2010 184 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 3.3 NON-CURRENT FINANCIAL ASSETS This item breaks down as follows: (€m) Equity investments Other long-term investment securities Loans receivable Other Total GROSS VALUE AT DECEMBER 31, 2009 1,267.2 0.1 160.2 0.3 1,427.8 Increases TF1 Institut shares 0.6 0.6 TF1 Droits Audiovisuels shares 50.0 50.0 Metro France Publication shares 0.3 0.3 Ouest Info shares 1.0 1.0 One Cast shares 4.5 4.5 WAT shares 5.1 5.1 HOP shares 46.6 46.6 TF1 DS shares 0.1 0.1 AB Group shares 155.0 155.0 Wikio shares (in exchange for JFG Networks) 3.5 3.5 Decreases Soparmedias (0.3) (0.3) JFG Networks shares (transferred to Wikio) (3.5) (3.5) GROSS VALUE AT DECEMBER 31, 2010 1,530.1 0.1 160.2 0.3 1,690.7 Provisions for impairment December 31, 2009 217.9 217.9 Charges during the period 23.9 23.9 Reversals during the period (25.2) (25.2) December 31, 2010 216.6 216.6 NET VALUE AT DECEMBER 31, 2010 1,313.5 0.1 160.2 0.3 1,474.1 “Loans receivable” comprises a loan to Eurosport (balance outstanding at December 31, 2010: €160.0 million). Impairment losses charged in the period relate to Eurosport France (€12.5 million) and TF1 Thématiques (€11.4 million). Reversals of impairment losses relate to TF1 Droits Audiovisuels (€25.0 million) and Soparmedias (€0.3 million).]]></page>
	<page id="187"><![CDATA[REGISTRATION DOCUMENT 2010 185 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 3.4 INVENTORIES AND WORK IN PROGRESS This item mainly comprises broadcasting rights yet to be consumed, and breaks down as follows: (€m) Acquired rights In-house production Total 2010 Total 2009 Broadcasting rights (initial transmission) 233.0 1.0 234.0 248.1 Broadcasting rights (available for retransmission) 349.4 349.4 356.2 Broadcasting rights in progress 0.4 0.4 0.3 Inventory at January 1 582.4 1.4 583.8 604.6 Purchases during the year 592.5 311.0 903.5 914.9 Consumption on 1 st  transmission (502.2) (309.6) (811.8) (784.5) Consumption on 2 nd  transmission (83.4) (83.4) (71.9) Total consumption on transmission (585.6) (309.6) (895.2) (856.4) Expired (21.2) (21.2) (34.7) Retired or abandoned (12.0) (0.7) (12.7) (16.7) Resold (12.5) (12.5) (27.9) Total consumption (631.3) (310.3) (941.6) (935.7) Inventory at December 31 543.6 2.1 545.7 583.8 Change in inventory (38.8) 0.7 (38.1) (20.8) Closing inventory breaks down as follows: Broadcasting rights (initial transmission) 226.4 0.2 226.6 234.0 Broadcasting rights (available for retransmission) 317.2 317.2 349.4 Broadcasting rights in progress 1.9 1.9 0.4 TOTAL 543.6 2.1 545.7 583.8 Provisions for impairment Balance at January 1 138.7 0.0 138.7 161.3 Transfers 0.5 0.5 0.0 Charges during the period 31.1 31.1 60.4 Reversals during the period (46.4) (46.4) (83.0) Balance at December 31 123.9 0.0 123.9 138.7 The table below shows the maturity of broadcasting and sports transmission rights acquisition contracts entered into by TF1 to secure future programming schedules: (€m) Less than 1 year 1 to 5 years More than 5 years Total 2010 Total 2009 Programmes and broadcasting rights 433.8 401.8 23 858.6 1,143.40 Sports transmission rights 109.2 151.9 261.1 312.5 TOTAL 543 553.7 23 1,119.7 1,455.90 Some of these contracts are expressed in foreign currencies: €153.6 million in U.S. dollars and €6.9 million in sterling. 3.5 ADVANCE PAYMENTS AND DEBTORS 3.5.1 Advance payments This mainly comprises advance payments for programme broadcasting rights acquisition contracts (€123.8 million, against which provisions of €1.7 million have been charged) and for sports transmission contracts (€41.0  million, against which provisions of €10  million have been charged).]]></page>
	<page id="188"><![CDATA[REGISTRATION DOCUMENT 2010 186 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 3.5.2 Trade debtors TF1 Publicité acts as agent for TF1 SA, selling advertising airtime in return for commission indexed to actual revenues. The amount owed by TF1 Publicité to TF1 SA was €309.2 million as of December 31, 2010, compared with €379.3 million as of December 31, 2009. 3.5.3 Other debtors This item mainly comprises VAT recoverable of €68.6 million, and current accounts with subsidiaries of €58.1 million (against which provisions of €1.4 million have been charged). 3.5.4 Provisions for impairment of advance payments and debtors (€m) 01/01/2010 Transfers Charges Reversals 31/12/2010 Advance payments 19.4 (0.5) 10.0 (17.2) 11.7 Other debtors 8.2 0.0 8.2 TOTAL 27.6 (0.5) 10.0 (17.2) 19.9 3.5.5 Loans receivable and debtors by due date (€m) Less than 1 year 1 to 5 years More than 5 years Total Non-current assets 160.0 0.5 0.0 160.5 Current assets (1) 535.6 1.0 0.0 536.6 TOTAL 695.6 1.5 0.0 697.1 (1) Excluding advance payments 3.6 SHORT-TERM INVESTMENTS AND CASH These items break down as follows: Gross value (€m) 2010 2009 Short-term investments 0.4 0.4 Bank deposits and funds in transit 22.5 105.1 Treasury current accounts with debit balances 47.3 603.5 Cash in hand 0.9 0.6 Accrued interest receivable 0.0 1.8 Cash 70.7 711.0 TOTAL 71.1 711.4 Provisions for impairment of current accounts and short-term investments Balance at January 1 4.7 1.6 Charges during the period 0.0 4.5 Reversals during the period (4.5) (1.4) Balance at December 31 0.2 4.7 NET VALUE 70.9 706.7 As of December 31, 2010, short-term investments comprised 14,625 TF1 shares, against which an impairment loss of €0.2 million has been charged. 3.7 PREPAID EXPENSES Prepaid expenses amounted to €5.6 million at December 31, 2010 (versus €6.6 million at December 31, 2009).]]></page>
	<page id="189"><![CDATA[REGISTRATION DOCUMENT 2010 187 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 3.8 SHAREHOLDERS’ EQUITY The share capital is divided into 213,410,492 ordinary shares with a par value of €0.2, all fully paid. Movements in shareholders’ equity during the year are shown in the table below: (€m) 01/01/2010 Appropriation of profit (2010 AGM) (1) Increases Decreases 31/12/2010 Share capital 42.7 - 42.7 Share premium 3.8 - 3.8 Legal reserve 4.3 - - - 4.3 Retained earnings 144.0 106.7 - - 250.7 Other reserves 835.0 - - 835.0 Net profit for the year 198.4 (198.4) 157.2 157.2 Sub-total 1,228.2 (91.7) 157.2 0.0 1,293.7 Restricted provisions (2) 34.2 8.6 (8.7) 34.1 TOTAL 1,262.4 (91.7) 165.8 (8.7) 1,327.8 Number of shares 213,410,492 213,410,492 (1) Dividends paid from April 30, 2010. (2) Restricted provisions comprise the following items: (€m) 01/01/2010 Charges Reversals 31/12/2010 Co-production shares 31.0 1.1 8.5 23.6 Transaction costs on acquisitions of equity interests 1.4 1.3 - 2.7 Software and licences 1.8 6.2 0.2 7.8 TOTAL 34.2 8.6 8.7 34.1 3.9 PROVISIONS FOR LIABILITIES AND CHARGES Provisions are established using the methods described in note 2.11. Movements during the year were as follows: (€m) 01/01/2010 Charges Reversals (used) Reversals (unused) 31/12/2010 Provisions for litigation and claims 10.2 3.3 (0.3) (0.5) 12.7 Provisions for equity investments 7.2 33.4 (7.0) (0.2) 33.4 Provisions for retirement benefit obligations 13.8 2.8 (1.4) (2.0) 13.2 Provisions for long-service leave 4.8 1.8 (0.5) (0.2) 5.9 Provisions for miscellaneous risks 2.4 0.3 (0.4) 2.3 TOTAL 38.4 41.6 (9.6) (2.9) 67.5 Provisions for equity investments consist of TF1 SA’s share of the losses of subsidiaries, including those established in the form of partnerships. The €13.2 million provision for retirement beneﬁ t obligations represents the present value of the obligation (€17.3 million) minus the fair value of plan assets (€4.1 million). The main assumptions used in calculating the present value of the obligation are: p discount rate: 4.62%; p salary inﬂ ation rate: 2.00%; p age on retirement: 62. No material contingent liabilities (i.e. litigation or claims liable to result in a possible outﬂ ow of resources) were identiﬁ ed as of the balance sheet date.]]></page>
	<page id="190"><![CDATA[REGISTRATION DOCUMENT 2010 188 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 3.10 LIABILITIES 3.10.1 Bond issues In November 2003, carried out a €500 million bond issue; this issue was redeemed in full in November 2010. 3.10.2 Bank borrowings This item includes an immaterial amount of accrued interest on swaps contracted by TF1 SA. TF1 SA had conﬁ rmed credit facilities of €1,105.5 million with various banks as at December 31, 2010, none of which was drawn down at that date; of this amount, €300.5 million was due to expire within less than one year and €805.0 million after more than one year. 3.10.3 Other borrowings This item includes surplus cash invested on behalf of subsidiaries under cash pooling agreements of €497.2 million (versus €561.7 million at end 2009). 3.10.4 Other liabilities This item mainly comprises credit notes and accrued discounts in favour of TF1 Publicité amounting to €293.1 million (versus €378.2 million in 2009). 3.10.5 Liabilities by maturity (€m) Less than 1 year 1 to 5 years More than 5 years Total Bank borrowings 0.1 0.1 Other borrowings 497.2 497.2 Trade creditors 318.0 318.0 Tax and employee-related liabilities 159.9 159.9 Amounts payable in respect of non-current assets 1.4 1.4 Other liabilities 311.9 1.7 313.6 TOTAL 1,288.5 1.7 0.0 1,290.2 3.10.6 Accrued income and expenses (€m) Accrued income included in: Accrued expenses included in: Trade debtors 6.9 Trade creditors 150.9 Other debtors 55.8 Tax and employee-related liabilities 66.1 Amounts payable in respect of non- current assets 0.8 Other liabilities 293.2 Note 4 Notes to the income statement 4.1 REVENUE Advertising revenue of €1,473.9  million was recognised in 2010, compared with €1,357.7 million in 2009. 4.2 PURCHASES OF RAW MATERIALS AND OTHER SUPPLIES AND CHANGES IN INVENTORY This line includes broadcasting rights consumed of €631.3 million (2009: €674.8 million). See note 3.4. 4.3 TAXES OTHER THAN INCOME TAXES The main item included on this line is TF1 SA’s contribution to the French cinematographic industry support fund, which amounted to €84.1 million in 2010 compared with €77.6 million in 2009. In 2010, this line also included €6.0 million in respect of the tax on broadcast advertising (versus €9.3 million in 2009). 4.4 WAGES, SALARIES AND SOCIAL SECURITY CHARGES An expense of €7.9 million was recognised in 2010 in respect of the voluntary proﬁ t-sharing agreement implemented in the TF1 group in 2008 (compared with €9.7 million in 2009). The expense recognised for the employer’s contribution to the company savings plan (employee share ownership plan) was €4.2 million.]]></page>
	<page id="191"><![CDATA[REGISTRATION DOCUMENT 2010 189 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 4.5 OTHER EXPENSES This item includes payments to copyright-holders of €58.5 million in 2010 (versus €54.9 million in 2009). 4.6 COST TRANSFERS This item mainly comprises reimbursements of costs incurred by TF1 SA on behalf of its subsidiaries. 4.7 NET FINANCIAL INCOME The components of net ﬁ nancial income are as follows: (€m) 2010 2009 Dividends and transfers of profits / losses from flow-through entities 70.1 172.4 Net interest paid (3.6) (14.8) Provisions for impairment of equity investments (1) 1.3 4.7 Provisions for impairment of current accounts 4.5 (4.6) Provisions for risks relating to subsidiaries (23.4) (7.0) Other provisions 0.3 0.6 Foreign exchange gains / (losses) 2.0 (1.2) Amortisation of bond redemption premium (0.4) (0.4) Net financial income 50.8 149.7 (1) See note 3.3. The “Other provisions” line includes provisions for unrealised foreign exchange losses. Interest paid to related companies in 2010 totalled €2.2 million (2009: €3.4 million), and interest received from related compa nies totalled €8.9 million (2009: €12.6 million). 4.8 EXCEPTIONAL ITEMS Exceptional items break down as follows: (€m) 2010 2009 Retirements of programmes and losses on disposals (8.5) (8.3) Net charge to provisions (including tax depreciation) 0.1 0.4 Gains / (losses) on disposals of non-current financial assets (0.3) (0.9) Other items (0.9) (0.6) Exceptional items, net (9.6) (9.4) 4.9 INCOME TAXES This item breaks down as follows: (€m) 2010 2009 Income tax expense incurred by the tax group (55.4) (2.8) Income tax credits receivable from companies entitled to tax credits 21.9 20.5 Income taxes (33.5) 17.7]]></page>
	<page id="192"><![CDATA[REGISTRATION DOCUMENT 2010 190 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements Income tax credits arising on exceptional items amounted to €3.3 million. TF1 made a group tax election on January 1, 1989. Under the group tax election agreement, the tax liability borne by each company included in the election is the same as it would have borne had there been no group tax election. The group tax election included 37 companies in 2010. The difference between the standard French tax rate of 34.43% and the effective tax rate of 17.6% is mainly due to tax-exempt income in 2010 (primarily dividends) and tax savings arising from the losses of group tax election member companies. The total amount of tax losses that generated savings for the tax group and may generate a tax liability in the future is €121.7 million. 4.10 DEFERRED TAX POSITION The table below shows future tax effects that were not recognised by TF1 SA at the balance sheet date but will be recognised wh en the underlying transactions are recognised in the income statement. They were calculated using a tax rate of 34.43%. (€m) Future increases in tax liability Future reductions in tax liability Restricted provisions 10.8 - Accrued employee profit-sharing, holiday pay entitlement and social solidarity contributions, provisions for retirement benefit obligations and long-service leave, and other non-deductible provisions - 19.9 Note 5 Other information 5.1 OFF BALANCE SHEET COMMITMENTS The table shows off balance sheet commitments by type and maturity: Commitments given (€m) Less than 1 year 1 to 5 years More than 5 years Total 2010 Total 2009 Operating leases 24.6 114.3 60.5 199.4 219.9 Image transmission contracts 36.8 42.9 3.0 82.7 120.8 Property finance leases (1) 2.1 7.3 9.4 Guarantees 2.8 20.7 4.7 28.2 41.4 Commitments relating to equity interests (2) 155.0 155.0 192.0 Other commitments (3) 6.4 0.3 6.7 10.0 TOTAL 72.7 340.5 68.2 481.4 584.1 Commitments received (€m) Less than 1 year 1 to 5 years More than 5 years Total 2010 Total 2009 Operating leases 24.6 114.3 60.5 199.4 219.9 Image transmission contracts 36.8 42.9 3.0 82.7 120.8 Property finance leases (1) 2.1 7.3 9.4 Commitments relating to equity interests (2) 155.0 155.0 192.0 Other commitments (4) 6.8 1.3 8.1 16.5 TOTAL 70.3 320.8 63.5 454.6 549.2 (1) On June 1, 2010, TF1 acquired technical and computer equipment under a 5-year finance lease contracted with a bank for a to tal amount of €10.1 million (excluding interest). Lease payments made during 2010 amounted to €1.2 million, and estimated future lease payments amount to €9.4 million. (2) See note 1, “Significant Events”. (3) Other commitments given include: • the financial contribution of €3.5 million to GIP France Télé Numérique, the entity responsible for the switch-off of the analo gue TV signal in France; • the fair value of two swaps of €50 million each (see note 5.2.2), representing a commitment of €0.2 million; • the fair value of currency instruments (see note 5.2.1), representing a commitment of €2.7 million. (4) Other commitments received include: • the financial contribution of €3.5 million to GIP France Télé Numérique; • the fair value of currency instruments (see note 5.2.1), representing a commitment of €4.4 million.]]></page>
	<page id="193"><![CDATA[REGISTRATION DOCUMENT 2010 191 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements Other reciprocal commitments relating to the operating cycle are reported in the notes relating to the relevant balance sheet item (in particular, commitments to secure future programming schedules) and to the ﬁ nancing of these items (see note 3.10.2). TF1  SA had not contracted any complex commitments as of December 31, 2010. 5.2 USE OF HEDGING INSTRUMENTS 5.2.1 Hedging of foreign exchange risk TF1 is exposed to ﬂ uctuations in exchange rates as a result of: p making and receiving commercial payments in foreign currencies; p providing subsidiaries with a guaranteed annual exchange rate per currency, applied to annual projections of their foreign-currency cash needs or surpluses. TF1 buys and sells currency forward and contracts swaps to protect itself against exchange rate ﬂ uctuations. These hedging instruments, which are traded on the currency markets, cover 100% of the Group’s net exposure for 2011 and 2012 arising from contracts already signed as at December 31, 2010. At December  31, 2010, the equivalent value of these hedging instruments contracted with banks was €148.0 million, comprising: p €131.7 million of forward purchases (€3.5 million in GBP , €128.2 million in U.S. dollars); p €16.3 million of currency swaps (all in U.S. dollars). 5.2.2 Hedging of interest rate risk In pursuance of the TF1 group’s interest rate risk management policy (as described in the TF1 consolidated ﬁ nancial statements for the year ended December  31, 2010), TF1  SA has contracted the following instruments: p two €50 million interest rate swaps, both contracted in 2010 and expiring in 2011; p two €100 million interest rate swaps, one contracted in 2008 and one in 2009, which both expired in February 2010; p a €300 million interest rate swap, contracted in 2003, which was closed out in January 2010. 5.3 EMPLOYEES The table below shows the split of employees by grade at the balance sheet date, based on the classiﬁ cations deﬁ ned in the collective agreement for the French communication and audiovisual production industry: 2010 2009 2008 Clerical and administrative 10 12 13 Supervisory 390 410 415 Managerial 960 938 891 Journalists 244 237 217 TOTAL 1,604 1,597 1,536 5.4 EXECUTIVE COMPENSATION Total compensation paid during 2010 to key executives of the TF1 group ( i.e. the 15 members of the TF1 Management Committee mentioned in the Annual Report) was €7.7 million. The portion of the total obligation in respect of retirement and other post-employment beneﬁ ts relating to these key executives was €2.6 million. The Bouygues Group offers the members of its Executive Committee, who include Nonce Paolini, a top-up pension of 0.92% of the reference salary for each year of service in the scheme, which represents a post- employment beneﬁ t. The expense (invoiced to TF1 by Bouygues) relating to the contribution paid in 2010 to the investment fund of the insurance company which manages the scheme was €0.1 million. Apart from loans of shares made to key executives who are also members of the Board of Directors in connection with their duties, no material loans or guarantees were extended to key executives or members of the Board of Directors. 5.5 SHARE OPTIONS AND ALLOTMENT OF CONSIDERATION-FREE SHARES Information about the granting of share options and the allotment of consideration-free shares to employees is given in the chapter 2, page 66 of the present registration document. 5.6 DIRECTORS’ FEES Directors’ fees paid in 2010 amounted to €0.2 million.]]></page>
	<page id="194"><![CDATA[REGISTRATION DOCUMENT 2010 192 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements 5.7 AMOUNTS INVOLVING RELATED COMPANIES (€m) Assets Liabilities Non-current financial assets 160.0 Debt 497.2 Trade debtors 408.8 Trade creditors 21.7 Other debtors 64.1 Other liabilities 307.1 Cash and current accounts 47.3 Expenses Income Operating expenses 230.4 Operating income 1,570.4 Financial expenses 17.7 Financial income 85.8 5.8 LIST OF SUBSIDIARIES, AFFILIATES AND OTHER EQUITY INVESTMENTS Company / Group Share capital Equity other than share capital and profit / loss Share of capital held Gross book value of invest- ment (1) Net book value of invest- ment (1) Outstanding loans and advances Guarantees provided (2) Revenues for most recent financial year Profit /  (loss) for most recent financial year Dividends received during the year In thousands of euros I. Subsidiaries (at least 50% of the capital held by TF1 SA) ■ TF1 PUBLICITÉ 2,400 287 100.00% 3,038 3,038 17,328 - 1,705,684 16,385 15,780 ■ TF1 FILMS PRODUCTION 2,550 17,362 100.00% 1,768 1,768 - - 46,957 (1,850) - ■ TÉLÉ-SHOPPING 5,127 2,745 100.00% 5,130 5,130 12,689 - 73,245 (7,215) 1,008 ■ TF1 PUBLICATIONS* 75 (1,431) 99.88% 519 0 - - 0 5 - ■ TF1 ENTREPRISES 3,000 9,509 100.00% 3,049 3,049 - - 31,144 1,338 - ■ e-TF1 1,000 (289) 100.00% 1,000 1,000 - - 66,672 2,248 - ■ TF1 THÉMATIQUES 40,000 (314) 100.00% 209,451 63,919 1,815 - 12,130 4,336 - ■ EUROSPORT 15,000 327,247 100.00% 234,243 234,243 160,000 , 345,792 20,696 - ■ EUROSPORT FRANCE 2,325 14,411 100.00% 126,825 102,325 - 1,349 66,288 2,975 1,500 ■ ONE CAST 3,000 (47) 100.00% 17,940 4,540 3,509 - 6,135 9 - ■ TF1 EXPANSION 269 341,507 100.00% 291,291 291,291 - - 0 (14,627) 50,021 ■ TF1 DROITS AUDIOVISUELS 40,000 7,366 100.00% 116,430 96,730 2,394 23,885 49,375 603 - ■ LA CHAÎNE INFO 4,500 50 100.00% 2,059 2,059 946 1,222 42,708 (5,845) - ■ OUEST INFO 40 322 100.00% 1,617 1,617 264 - 2,066 (444) - ■ TF1 PRODUCTION 10,080 890 100.00% 24,052 24,052 2,635 - 89,365 (3,512) - ■ TF1 INSTITUT 40 27 100.00% 590 590 130 - 558 (140) - ■ TF1 MANAGEMENT 40 (13) 100.00% 40 40 - - 0 (2) - ■ WAT 100 468 100.00% 12,140 12,140 - - 2,413 (246) - ■ LCI RADIO* 40 (7) 100.00% 40 40 - - 0 (3) - ■ PREFAS 4* 40 (6) 100.00% 40 40 - - 0 (3) - ■ PREFAS 5* 40 (6) 100.00% 40 40 - - 0 (3) - ■ TF1 DISTRIBUTION 40 (8) 100.00% 40 40 - - 0 (5) - ■ HOP 11,624 (230,816) 100.00% 276,185 276,185 - - 397 270,509 - ■ TF1 DS 100 0 100.00% 100 100 40 - 120,706 112 - ■ GIE ACQUISITION DE DROITS 0 0 96.00% 0 0 49,453 - 62,385 (18,451) -]]></page>
	<page id="195"><![CDATA[REGISTRATION DOCUMENT 2010 193 FINANCIAL STATEMENTS 4 Notes to the parent company ﬁ nancial statements Company / Group Share capital Equity other than share capital and profit / loss Share of capital held Gross book value of invest- ment (1) Net book value of invest- ment (1) Outstanding loans and advances Guarantees provided (2) Revenues for most recent financial year Profit /  (loss) for most recent financial year Dividends received during the year In thousands of euros II. Affiliates (10% to 50% of the capital held by TF1 SA) ■ MEDIAMÉTRIE* 930 12,005 10.80% 44 44 - - 59,111 3,010 - ■ A1 INTERNATIONAL* 20 5,015 50.00% 12,809 0 - - 0 (3,779) - ■ MONTE CARLO PARTICIPATION 25,285 (129) 50.00% 12,642 12,642 - - 295 (86) - ■ TCM GESTION 40 7 33.92% 14 14 - - 1 0 - ■ TCM DROITS AUDIOVISUELS 240 5,165 34.00% 82 82 757 - 9,152 5,682 - ■ PUBLICATIONS METRO FRANCE 100 1,372 34.30% 12,343 12,343 - - 32,284 (1,238) - ■ SMR6* 90 47 16.67% 15 15 5 - 78 2 - ■ AB GROUP 462,687 2 33.50% 155,000 155,000 - - 713 (2,142) - ■ AB GROUP 462,687 2 33.50% 155,000 155,000 - - 713 (2,142) - ■ WIKIO* 3,267 8,764 13.22% 3,504 3,504 - - - (204) - ■ MR5* 38 - 33.33% 13 13 - - 7,943 (9) - III. Other equity investments (less than 10% of the capital held by TF1 SA) ■ PRIMA TV* 6,500 3,964 5.00% 1,407 1,407 - - 47,926 27,433 - ■ MEDIAMÉTRIE EXPANSION* 1,829 105 5.00% 91 0 - - 0 177 7 ■ LES NOUVELLES ÉDITIONS TF1 40 54 1.00,% 0 0 - - 4 (1) - ■ EZ TRADING 75 41 0.02% 0 0 - - 12,318 2,411 - ■ TF6 80 (5) 0.02% 0 0 119 175 16,619 (1,501) - ■ TF6 GESTION 80 25 0.001% 0 0 267 - 6 (4) - ■ SÉRIE CLUB 50 648 0.004% 2 2 - - 8,852 173 - ■ APHELIE 2 (1,007) 0.05% 0 0 34 - 9,131 5,504 - ■ DUJARDIN 463 2,132 0.01% 1 1 - - 18,990 520 - DUJARDIN TOTAL SUBSIDIARIES, AFFILIATES &amp;amp; EQUITY INVESTMENTS 0 1,530,094 1,313,543 252,385 26,631 - - 68,316 (1) Includes transaction costs where relevant (2) “Guarantees provided” represent guarantees given by TF1 SA to cover possible default by a subsidiary, and are disclosed in off balance sheet commitments * Share capital, equity other than share capital and profit / loss, revenue, and profit / loss all relate to the 2009 financial year Note 6 Post balance sheet events None.]]></page>
	<page id="196"><![CDATA[REGISTRATION DOCUMENT 2010 194]]></page>
	<page id="197"><![CDATA[REGISTRATION DOCUMENT 2010 195 5.1 STATUTORY AUDITORS’ REPORT ON THE REPORT BY THE CHAIRMAN 196 5.2 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS AFR 197 5.3 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS AFR 199 5.4 STATUTORY AUDITORS’ SPECIAL REPORT DEALING WITH REGULATED AGREEMENTS AND UNDERTAKINGS 201 5.5 STATUTORY AUDITORS’ REPORT ON THE CAPITAL TRANSACTIONS SET OUT IN RESOLUTIONS 18, 19, 21, 22, 23, 24, 25, 26, 27, 28, 29 AND 30 SUBMITTED FOR APPROVAL AT THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF APRIL 14, 2011 206 STATUTORY AUDITORS’ REPORT 5]]></page>
	<page id="198"><![CDATA[REGISTRATION DOCUMENT 2010 196 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ report on the report by the Chairman 5.1 STATUTORY AUDITORS’ REPORT ON THE REPORT BY THE CHAIRMAN Statutory Auditors’ Report, prepared in accordance with Article L. 225-235 of the French Commercial Code (“Code de Commerce”), on the Report by the Chairman of the Board of Directors of Télévision Française 1 S.A. This is a free translation into English of a report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction and construed in accordance with French law and the relevant professional auditing standards applicable in France. Year ended 31 December 2010 To the Shareholders, In our capacity as Statutory Auditors of Télévision Française 1 S.A., and in accordance with Article L. 225-235 of the French C ommercial Code (“Code de Commerce”), we hereby report on the report prepared by the Chairman of your company in accordance with Article L. 225-37 of the French Commercial Code for the year ended 31 December 2010. It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report on the internal control and risk management procedures implemented by the company and containing the other disclosures required by Article L. 225-37 particularly in terms of the corporate governance measures. It is our responsibility: p to report to you on the information contained in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and ﬁ nancial information; and p to attest that this report contains the other disclosures required by Article L. 225-37 of the French Commercial Code, it being speciﬁ ed that we are not responsible for verifying the fairness of these disclosures. We conducted our work in accordance with professional standards applicable in France. Information on the internal control and risk management procedures relating to the preparation and processing of accounting and ﬁ nancial information These standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and ﬁ nancial information. These procedures consisted mainly in: p obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and ﬁ nancial information on which the information presented in the Chairman’s report is based and existing documentation; p obtaining an understanding of the work involved in the preparation of this information and existing documentation; p determining if any signiﬁ cant weaknesses in the internal control procedures relating to the preparation and processing of the accounting and ﬁ nancial information that we would have noted in the course of our engagement are properly disclosed in the Chairman’s report. On the basis of our work, we have nothing to report on the information in respect of the company’s internal control and risk management procedures relating to the preparation and processing of accounting and ﬁ nancial information contained in the report prepared by the Chairman of the Board in accordance with Article L. 225-37 of the French Commercial Code. Other disclosures We hereby attest that the Chairman’s report includes the other disclosures required by Article L. 225-37 of the French Commerci al Code. The Statutory Auditors Paris La Défense and Courbevoie, February 17, 2011 KPMG Audit MAZARS Department of KPMG S.A. Éric Lefebvre Gilles Rainaut Olivier Thireau]]></page>
	<page id="199"><![CDATA[REGISTRATION DOCUMENT 2010 197 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ report on the consolidated ﬁ nancial statements 5.2 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English-speaking users. The Statutory Auditors’ report includes information speciﬁ cally required by French law in such reports. This information is presented below the opinion on the consolidated ﬁ nancial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain signiﬁ cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated ﬁ nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information not derived from the consolidated ﬁ nancial statements. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. Year ended 31 December 2010 To the Shareholder’s, Following our appointment as Statutory Auditors by the Shareholders’ Annual General Meeting, we hereby report to you, for the year ended December 31, 2010, on: p the audit of the accompanying consolidated ﬁ nancial statements of Television Française 1 S.A. (“the company”); p the justiﬁ cation of our assessments; p the speciﬁ c veriﬁ cation required by law. These ﬁ nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these ﬁ nancial statements based on our audit. 1 OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated ﬁ nancial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated ﬁ nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated ﬁ nancial statements. We believe that the audit evidence we have obtained is sufﬁ cient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated ﬁ nancial statements give a true and fair view of the assets and liabilities and of the ﬁ nancial position of the Group as at December 31, 2010 and of the results of its operations for the year then ended in accordance with International Financial Re porting Standards as adopted by the European Union. Without qualifying our opinion, we draw your attention to Notes to the consolidated ﬁ nancial statements, which describe the effect of the new or amended International Financial Reporting Standards applicable on or after the January 1 st , 2010, in particular concerning the acquisition of additional interest in the entities TMC and NT1. 2 JUSTIFICATION OF OUR ASSESSMENTS In accordance with the requirements of Article L. 823-9 of the French Commercial Code relating to the justiﬁ cation of our asse ssments, we draw your attention to the following matters: p each year end, the company performs impairment tests on goodwill and intangible assets with indeﬁ nite useful lives, and also assesses whether there is any indication of impairment of other tangible and intangible assets, according to the methods described in note 2.11 to the consolidated ﬁ nancial statements. Based on the information available to us, we examined the methods used to test for impairment and the cash ﬂ ow forecasts and ensured that the note provides appropriate disclosures thereon; p broadcasting rights are accounted for in accordance with the accounting policies described in note 2.13 to the consolidated ﬁ n ancial statements. This note sets out the methods used to account for the consumption of Broadcasting rights and the principle used to determine impairment. Based on the information available to us, we examined the method used to determine the net present value of the programs and broadcasting rights and we ensured that the note provides appropriate disclosures thereon;]]></page>
	<page id="200"><![CDATA[REGISTRATION DOCUMENT 2010 198 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ report on the consolidated ﬁ nancial statements p the impact of the takeover of the entities TMC and NT1 in 2010, according the amended standard IFRS 3, is described in the note s 1.1 and 3.1.1 to the consolidated ﬁ nancial statements. We reviewed the accounting of that transaction and we ensured that the note provides appropriate disclosures thereon. These assessments were made in the context of our audit of the consolidated ﬁ nancial statements taken as a whole and therefore contributed to the opinion expressed in the ﬁ rst part of this report. 3 SPECIFIC VERIFICATION As required by law we have also veriﬁ ed, in accordance with professional standards applicable in France, the information presented in the Group’s management report. We have no matters to report regarding its fair presentation and conformity with the consolidated ﬁ nancial statements. The Statutory Auditors Paris La Défense and Courbevoie, February 17, 2011 KPMG Audit MAZARS Department of KPMG S.A. Éric Lefebvre Gilles Rainaut Olivier Thireau]]></page>
	<page id="201"><![CDATA[REGISTRATION DOCUMENT 2010 199 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ Report on the ﬁ nancial statements 5.3 STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English-speaking users. The Statutory Auditors’ report includes information speciﬁ cally required by French law in such reports. This information is presented below the opinion on the ﬁ nancial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain signiﬁ cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the ﬁ nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information not derived from the ﬁ nancial statements. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France. Year ended December 31, 2010 To the Shareholders, Following our appointment as Statutory Auditors by the Shareholders’ Annual General Meeting, we hereby report to you, for the year ended December 31, 2010, on: p the audit of the accompanying ﬁ nancial statements of Television Française 1 S.A. (“the company”); p the justiﬁ cation of our assessments; p the speciﬁ c veriﬁ cations and information required by law. These ﬁ nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these ﬁ nancial statements based on our audit. 1 OPINION ON THE FINANCIAL STATEMENTS We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the ﬁ nancial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the ﬁ nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the ﬁ nancial statements. We believe that the audit evidence we have obtained is sufﬁ cient and appropriate to provide a basis for our audit opinion. In our opinion, the ﬁ nancial statements give a true and fair view of the assets and liabilities and of the ﬁ nancial position of the company as at December 31, 2010 and of the results of its operations for the year then ended in accordance with French accounting principles. 2 JUSTIFICATION OF OUR ASSESSMENTS In accordance with the requirements of Article L. 823-9 of the French Commercial Code relating to the justiﬁ cation of our asse ssments, we draw your attention to the following matters: p note 2.4 to the ﬁ nancial statements describes the method used to determine the value in use of investments for which an impair ment charge or provision may be recorded. Based on the information available to us, we examined the method used to determine the value in use of the investments and veriﬁ ed that the information provided in the note was appropriate; p broadcasting rights are accounted for in accordance with the policies described in notes 2.2 and 2.5 to the ﬁ nancial statement s, which set out the associated amortization and consumption methods and principle used to determine to impairment. Based on the information available to us, we examined the method used to determine the net present value of the broadcasting rights and veriﬁ ed that the information provided in the note was appropriate. The assessments were made in the context of our audit of the ﬁ nancial statements taken as a whole and therefore contributed to the formation of the opinion expressed in the ﬁ rst part of this report.]]></page>
	<page id="202"><![CDATA[REGISTRATION DOCUMENT 2010 200 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ Report on the ﬁ nancial statements 3 SPECIFIC VERIFICATIONS AND INFORMATION We have also performed, in accordance with professional standards applicable in France, the speciﬁ c veriﬁ cations required by French law. We have no matters to report as to the fair presentation and the consistency with the ﬁ nancial statements of the information given in the management report of the Board of Directors, and in the documents addressed to shareholders with respect to the ﬁ nancial position and the ﬁ nancial statements. Concerning the information given in accordance with the requirements of Article L. 225-102-1 of the French Commercial Code (“Co de de Commerce”) relating to remunerations and beneﬁ ts received by the Directors and any other commitments made in their favour, we have veriﬁ ed its consistency with the ﬁ nancial statements or with the underlaying information used to prepare these ﬁ nancial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information. In accordance with French law, we have veriﬁ ed that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders (and holders of the voting rights) has been properly disclosed in the management report. The Statutory Auditors Paris La Défense and Courbevoie, February 17, 2011 KPMG Audit MAZARS Department of KPMG S.A. Éric Lefebvre Gilles Rainaut Olivier Thireau]]></page>
	<page id="203"><![CDATA[REGISTRATION DOCUMENT 2010 201 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ special report dealing with regulated agreements and undertakings 5.4 STATUTORY AUDITORS’ SPECIAL REPORT DEALING WITH REGULATED AGREEMENTS AND UNDERTAKINGS Annual General Meeting called to approve the ﬁ nancial statements for the year ending December 31, 2010 To the shareholders, As Statutory Auditors of TF1 SA, we hereby submit to you our report dealing with regulated agreements and undertakings. We are responsible, not for searching to identify any other regulated agreements and undertakings, but for communicating to you, based on the information with which we have been provided, the essential characteristics of those agreements and undertakings of which we have been informed, without expressing any opinion as to their justiﬁ cation or utility. As provided for by section R. 225-31 of the French Commerc ial Code, you are then free to judge as to the usefulness of those agreements and undertakings before deciding whether to approve them. We are also required to communicate to you, if necessary, the information provided for by section R. 225-31 of the French Comme rcial Code as regards the performance, during the last ﬁ nancial year, of any agreements and undertakings already approved by shareholders during previous General Meetings. We have performed our examination in accordance with the professional standards applicable in France (and issued by the Compagnie nationale des commissaires aux comptes) which require that we verify the agreement of the information provided to us with the source documents on which it is based. Agreements and undertakings submitted for approval by shareholders during the present General Meeting 1. AGREEMENTS AND UNDERTAKINGS AUTHORISED BY THE BOARD OF DIRECTORS DURING THE YEAR As required by section L. 225-40 of the French Commercial Code, we were informed of the following agreements and undertakings a uthorised in advance by your Board of Directors: WITH BOUYGUES Shared services agreement The agreement provides for speciﬁ c services supplied on a shared services basis by Bouygues to TF1, at TF1’s request, part of which may be invoiced as a residual adjustment. In 2010 Bouygues invoiced a total of €3,500,973 (net of VAT) to TF1 under this agreement, of which €86,318 related to the residual adjustment for the services rendered in 2009. Persons concerned: p Patricia Barbizet, Martin Bouygues, Olivier Bouygues and Nonce Paolini. Bouygues is a shareholder. Use of airplanes operated by Bouygues The agreement offers TF1 the possibility of contracting with Bouygues’ Air Transport Department which operates a ﬂ eet of airplanes. No invoice was issued by Bouygues in this respect during 2010. Persons concerned: p Patricia Barbizet, Martin Bouygues, Olivier Bouygues and Nonce Paolini. Bouygues is a shareholder. Executive Directors’ supplementary pension entitlement By virtue of a contract governed by the French Insurance Code, the members of Bouygues’ Executive Committee are entitled to a deﬁ ned supplementary pension beneﬁ t amounting to 0.92% of their applicable annual salary for each year of plan entitlement, up to a limit of eight times the maximum remuneration subject to social security contributions. Nonce Paolini was a member of that committee in 2010. Bouygues invoiced €87,179 (net of VAT) in that respect in 2010. Persons concerned: p Patricia Barbizet, Martin Bouygues, Olivier Bouygues and Nonce Paolini. Bouygues is a shareholder.]]></page>
	<page id="204"><![CDATA[REGISTRATION DOCUMENT 2010 202 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ special report dealing with regulated agreements and undertakings WITH THE “32 AVENUE HOCHE” JOINT VENTURE Use of ofﬁ ce premises The agreement provides for use granted to TF1 by the “32 avenue Hoche” joint venture of function and meeting rooms located on the 1 st   ﬂ oor of 32 avenue Hoche, as well as for related services such as reception, computer facilities and secretarial services. For the period from February 18 to December 31, 2010, the joint venture received €12,718 (net of VAT) of consideration in this respect. Persons concerned: p Patricia Barbizet, Martin Bouygues, Olivier Bouygues and Nonce Paolini. Bouygues is a shareholder. WITH TF1 SUBSIDIARIES Service agreements exist under which TF1 may provide subsidiaries, at their request, with speciﬁ c services notably rendered by TF1’s management and human resources, legal and ﬁ nancial departments. Separate bases of allocation (dependent on subsidiaries’ headcount and revenue) are applied for each type of cost to be apportioned. The amounts invoiced in 2010 by TF1 to its subsidiaries under these agreements were as follows: (€ thousands) Amount net of VAT TF1 PUBLICITÉ 3,713 EUROSPORT 2,191 TF1 PRODUCTION (EX GLEM) 903 E-TF1 843 TF1 VIDEO 639 LA CHAÎNE INFO 513 TÉLÉ-SHOPPING 475 EUROSPORT FRANCE 329 TF1 DROITS AUDIOVISUELS 310 TF1 ENTREPRISES 256 TF1 FILMS PRODUCTION 212 TV BREIZH 167 INFOSHOPPING 99 DUJARDIN 67 ODYSSÉE 62 OUEST INFO 49 WE ARE TALENTED 43 EZ TRADING 43 TOP SHOPPING 37 HISTOIRE 35 USHUAÏA TV 22 ONECAST 22 UNE MUSIQUE 10 TF1 INSTITUT 6 TOTAL 11,046 The above total of €11,046 thousand included €11,130 thousand in respect of 2010 and a credit of €84 thousand of residual adjustment for the services rendered in 2009. Persons concerned: p Olivier Bouygues and Nonce Paolini, TF1 is a shareholder.]]></page>
	<page id="205"><![CDATA[REGISTRATION DOCUMENT 2010 203 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ special report dealing with regulated agreements and undertakings WITH LA CHAÎNE INFO (LCI) Under an agreement dated October 12, 2005 TF1 has the faculty, on major occasions, of transmitting LCI’s broadcast as a means o f providing immediate coverage of the event. In 2010 LCI received a lump-sum annual payment of €5,000,000 (net of VAT) under this agreement. Persons concerned: p Nonce Paolini. TF1 is a shareholder. 2. AGREEMENTS AND UNDERTAKINGS AUTHORISED BY THE BOARD OF DIRECTORS DURING PRIOR YEARS BUT NOT YET APPROVED BY SHAREHOLDERS We bring to your attention the following agreement authorised by the Board of Directors in 2009 and included in our special report for that year, but not subject to approval by shareholders at the Annual General Meeting called to approve the ﬁ nancial statements for 2009. WITH APHÉLIE S.N.C. Commercial lease On June 19, 2009 and following authorisation by your Board of Directors, TFI and Aphélie signed a commercial lease in respect o f certain premises (IGH buildings, north wing and central portion of the Point du Jour building). The lease was signed for nine years and nine days, with a ﬁ rm commitment to six years and nine days, and provided for a rent-free period of twelve months and nine days from June 22, 2009 to June 30, 2010. No rent was therefore billed under this lease in 2009; the rent for t he period from July 1 st to December 31, 2010 amounted to €6,456,199 (net of VAT). TF1 holds an interest in Aphélie S.N.C. via its subsidiary TF1 Expansion. Agreements and undertakings approved by shareholders during previous General Meetings AGREEMENTS AND UNDERTAKINGS PREVIOUSLY APPROVED AND WHICH REMAIN IN FORCE As required by section R. 225-30 of the French Commercial Code, we were informed that the following agreements and undertakings , approved by shareholders during prior years, remained in force during the current year. WITH BOUYGUES Institutional communication Bouygues has engaged an institutional campaign designed to raise awareness of the sustainability commitment of the Group’s various businesses. The campaign was programmed over 2008 and 2009 and partly ﬁ nanced by Bouygues Group companies in proportion to their respective revenues. Bouygues invoiced €75,304 (net of VAT) under this agreement in 2010. WITH TF1 SUBSIDIARIES WITH E-TF1 Under a business lease signed between e-TF1 and TF1 and last modiﬁ ed on July 13, 2007, TF1 receives royalties based on the rev enue earned by e-TF1. The royalties received in 2010 amounted to €983,212. WITH EUROSPORT On October 1 st , 2006, TF1 granted Eurosport a €160 million ﬁ ve year loan repayable in full at the latest on September 30, 2011 but with the option of early repayment (without penalty) in amounts of at least €10 million. Interest is payable quarterly and in arrears based on a ﬁ xed rate (arising from a ﬁ xed rate / 3 month Euribor swap contracted for on September 28, 2006) plus a spread of 0.375%. In 2010 TF1 received €6,601,958 under this agreement.]]></page>
	<page id="206"><![CDATA[REGISTRATION DOCUMENT 2010 204 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ special report dealing with regulated agreements and undertakings WITH TF1 THÉMATIQUES (EX-TF1 DIGITAL) Business lease (Belgium) On April 20, 2006, TFI entered into a six year lease with TF1 Thématiques taking effect on January 1 st , 2006. Under the agreement, TF1 Thématiques obtained the right to operate TF1’s business in Belgium, i.e. in particular the use of TF1’s programme rights for its in-house productions and other audiovisual rights arising from co-productions or purchases and destined for use in Belgium. The business assets made available under the lease include the TF1 logo, brand and customers, as well as the beneﬁ t of all third party agreements existing for the purpose of operation of the business. TF1 Thématiques pays TF1 royalties based on 5% of the revenue arising from distributors of the services offered. For 2010 TF1 received total royalties of €137,497 net of VAT. The agreement was terminated with effect from December 31, 2010. Business lease (Grand Duchy of Luxemburg) Under the ﬁ ve year agreement signed on December 3, 2008 with effect from January 1 st , 2008, TF1 Thématiques obtained the right to operate TF1’s business in the Grand Duchy of Luxemburg, i.e. in particular the use of TF1’s programme rights for its in-house productions and other audiovisual rights arising from co-productions or purchases and destined for use in Luxemburg. The business assets made available under the lease include the TF1 logo, brand and customers, as well as the beneﬁ t of all third party agreements existing for the purpose of operation of the business. TF1 Thématiques pays TF1 royalties based on 5% of the revenue (net of VAT) arising from distributors of the services offered and generated from Luxemburg-based TF1 advertising developed by TF1 Thématiques whether individually or in partnership. From 2008 to 2012 the annual royalties were set at a maximum (net of VAT) of €10,800, €10,900, €11,000, €11,100 and €11,200. For 2010 TF1 received total royalties of €11,000 net of VAT. The agreement was terminated with effect from December 31, 2010.]]></page>
	<page id="207"><![CDATA[REGISTRATION DOCUMENT 2010 205 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ special report dealing with regulated agreements and undertakings Agreements and undertakings authorised by the Board of Directors during the year but not submitted for approval by shareholders during the present General Meeting As required by section R. 225-40 of the French Commercial Code, we were informed that the following agreements and undertakings were authorised by your Board of Directors in 2010. However the authorisations, valid for one year, take effect from January 1 st , 2011 and therefore had no application in respect of 2010. These agreements will therefore be submitted for approval at the Annual General Meeting called to approve the ﬁ nancial statements for the year ending December 31, 2011. WITH BOUYGUES Use of airplanes operated by Bouygues The agreement offers TF1 the possibility of contracting with Bouygues’ Air Transport Department which operates a ﬂ eet of airplanes. With effect from January 1 st , 2011, hourly rates (net of VAT) of €8,000 (Global craft) and €6,000 (Hawker 900 craft) will apply. WITH THE “32 AVENUE HOCHE” JOINT VENTURE Use of ofﬁ ce premises The agreement provides for use granted to TF1 by the “32 avenue Hoche” joint venture of function and meeting rooms located on the 1 st   ﬂ oor of 32 avenue Hoche, as well as for related services such as reception, computer facilities and secretarial services. For 2011 the joint venture will receive €9,366 (net of VAT) of consideration in this respect. The Statutory Auditors Paris La Défense and Courbevoie, March 1, 2011 KPMG Audit MAZARS Department of KPMG S.A. Éric Lefebvre Gilles Rainaut Olivier Thireau]]></page>
	<page id="208"><![CDATA[REGISTRATION DOCUMENT 2010 206 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ report on the capital transactions set out in resolutions 5.5 STATUTORY AUDITORS’ REPORT ON THE CAPITAL TRANSACTIONS SET OUT IN RESOLUTIONS 18, 19, 21, 22, 23, 24, 25, 26, 27, 28, 29 AND 30 SUBMITTED FOR APPROVAL AT THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF APRIL 14, 2011 To the Shareholders, As Statutory Auditors of TF1 SA, hereinafter referred to as “the company”, and in compliance with the French Commercial Code, w e hereby report to you on the transactions submitted for your approval. 1 SHARE CAPITAL REDUCTION THROUGH REPURCHASE AND CANCELLATION OF OWN SHARES (RESOLUTION NO.18) In accordance with our assignment pursuant to Article L. 225-209, paragraph 7 of the French Commercial Code relating to share c apital reductions through the cancellation of own shares, we have prepared this report to inform you of our assessment of the causes and conditions governing the planned share capital reduction. We conducted the work we deemed necessary in accordance with the professional standards issued by the French Institute of Statutory Auditors (CNCC). Our work involved examining the appropriateness of the terms and conditions of the planned share capital reduction. The transaction is planned in connection with the repurchase by the company of a number of its own shares representing a maximum of 10% of its share capital, under the conditions set forth in Article L. 225-209 of the French Commercial Code. Authorization for the repurchase i s subject to your approval at this Meeting (resolution no. 17) and would be granted for a period of 18 months. The company’s Board of Directors requests that you grant it, for a period of 18 months, with the powers to implement the author ization to repurchase the company’s own shares and cancel up to 10% of the shares repurchased, over a 24 month period. We have no comments to make on the causes and conditions governing the planned share capital reduction, which can only be undertaken if you give your approval at this Meeting for the company to repurchase its own shares. 2 ISSUE OF SHARES AND / OR MARKETABLE SECURITIES, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS (RESOLUTIONS NO. 19, 21, 22, 23, 24, 25, 26 AND 27) DELEGATION OF POWERS (AND DELEGATION OF POWERS UNDER ARTICLE L. 225-147 RELATING TO SHARES ISSUED AS CONSIDERATION FOR CONTRIBUTIONS IN KIND – RESOLUTION NO. 25) In compliance with our assignment pursuant to the French Commercial Code and particularly Articles  L.  225-135, L.  225-136, L.  2 25-138 and L. 228-92, we hereby present our report on the proposals to grant the Board of Directors the authority to issue ordinary sh ares and marketable securities, which require your approval. The company’s Board of Directors proposes, on the basis of its report: p that it be entrusted with the authority, for a period of 26 months, to set out the ﬁ nal terms and conditions of the share issu es. It also proposes cancelling your preferential subscription rights, where appropriate. The transactions concerned are the following: − issue of ordinary shares and marketable securities conferring entitlement to the company’s ordinary shares, with preferential subscription rights (resolution 19), − public issue of ordinary shares and marketable securities conferring entitlement to the company’ s ordinary shares, without preferential subscription rights (resolution 21), − issue of ordinary shares and marketable securities conferring entitlement to the company’s ordinary shares, without preferential subscription rights, through a private offering to qualiﬁ ed investors or to a limited number of investors pursuant to paragraph II of Article L. 411-2 of the French Monetary and Financial Code (resolution 22), − issue of ordinary shares and marketable securities conferring entitlement to the company’s ordinary shares, in the event of a public share exchange offer initiated by the company (resolution 26);]]></page>
	<page id="209"><![CDATA[REGISTRATION DOCUMENT 2010 207 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ report on the capital transactions set out in resolutions p that it be authorized, under resolution 24 and in connection with the powers granted under resolutions 21 and 22, to set the is sue price within the statutory annual limit of 10% of share capital; p that it be entrusted with the authority to set out the arrangements for the issuance of ordinary shares and marketable securities conferring entitlement to ordinary shares as consideration for the contributions in kind granted to the company comprising shares and marketable securities conferring entitlements to share capital (resolution 25), not exceeding 10% of share capital. As stated in resolution 27 of this Meeting, the total nominal amount of new share capital that may be issued immediately or in the future shall not exceed €4.3 million. The par value of any additional shares issued pursuant to the law to protect the rights of holders of mark etable securities conferring entitlement to the ordinary shares of the company under resolutions 21, 22, 23, 25 and 26 shall be added to this amount. The am ounts issued as ordinary shares under these resolutions shall be charged to the maximum aggregate amount of €8.6 million set out in resolution  19 of this Meeting. As stated in resolution 27 of this Meeting, the total nominal amount of debt securities that may be issued shall not exceed €90 0 million under resolutions 19, 21, 22, 23, 25 and 26. If you adopt resolution 23 the number of new shares issued in connection with the authorizations granted under resolutions 19, 21 and 22 may be increased, without exceeding 15% of the respective ceilings set in the resolutions, pursuant to Article L. 225-135-1 of the Fre nch Commercial Code. The ceilings set are €4.3 million under resolution 21 and 22 and €8.6 million under resolution 19. It is the responsibility of the company’s Board of Directors to prepare a report in accordance with Articles  R.  225-113, R.  225 -114 and R. 225-117 of the French Commercial Code. Our responsibility is to express an opinion on the fair presentation of the ﬁ gur es provided in the company’s ﬁ nancial statements, on the proposal to withdraw the preferential subscription rights and on other information relating to these transactions, presented in the report. We conducted the work we deemed necessary in accordance with the professional standards issued by the French Institute of Statutory Auditors (CNCC). Our work consisted in verifying the content of the report by the Board of Directors on these transactions and the methods used to determine the issue price. Subject to the subsequent examination of the issue arrangements, we have no matters to report regarding the methods used to determine the issue price of the shares to be issued, as stated in the report by the Board of Directors, under resolutions 21, 22 and 23. Furthermore, as the report does not indicate how the issue price is determined for the shares to be issued under resolutions 19 , 25 and 26, we cannot express an opinion on the choice of the components used to calculate the issue price. As the issue price of the shares has not yet been set, we do not express an opinion on the ﬁ nal issue conditions, or on the proposal to withdraw the preferential subscription rights in resolutions 21, 22 and 23. In accordance with Article R. 225-116 of the French Commercial Code, we will prepare an additional report, where appropriate, w hen the Board of Directors uses the authorizations to issue ordinary shares without preferential subscription rights and marketable securities conferring entitlement to share capital. 3 ALLOCATION OF STOCK OPTIONS AND SUBSCRIPTION RIGHTS TO EMPLOYEES AND EXECUTIVE OFFICERS (RESOLUTION NO. 28) As Statutory Auditors of the company and in accordance with our assignment pursuant to Article L. 225-177 and Article R. 225-14 4 of the French Commercial Code, we hereby present our report on the proposed allocation of stock options and subscription rights to employees and executive ofﬁ cers. It is the responsibility of the company’s Board of Directors to prepare a report on the reasons for the allocation of the stock options and subscription rights and on the methods proposed for setting the price of the stock options and subscription rights. Our role is to express an opinion on the methods proposed for setting the price of the stock options and subscription rights. We conducted the work we deemed necessary in accordance with the professional standards issued by the French Institute of Statutory Auditors (CNCC). Our work consisted in verifying that the methods proposed for setting the price of the stock options and subscription rights are presented in the report by the company’s Board of Directors, that they provide shareholders with the information they require in compliance with statutory provisions, and that they do not appear to be inappropriate. We have no comments to make regarding the methods proposed.]]></page>
	<page id="210"><![CDATA[REGISTRATION DOCUMENT 2010 208 STATUTORY AUDITORS’ REPORT 5 Statutory Auditors’ report on the capital transactions set out in resolutions 4 ALLOCATION OF FREE EXISTING OR NEW SHARES TO EMPLOYEES AND EXECUTIVE OFFICERS (RESOLUTION NO. 29) In accordance with Article L. 225-197-1 of the French Commercial Code, we hereby present our report on the proposed allocation of free existing or new shares to employees and executive ofﬁ cers of TF1 SA and related entities within the meaning of Article L. 225-197-2 of the French Commercial Code. The company’s Board of Directors proposes that you authorize it to allocate free existing or new shares. It is the responsibility of the company’s Board of Directors to prepare a report on the proposed transaction. Our responsibility is to inform you of any observations we may have on the information provided to you relating to the proposed transaction. We conducted the work we deemed necessary. Our work consisted in verifying that the terms of the transaction and information provided in the report by the Board of Directors comply with the legal provisions governing such transactions. We have no matters to report regarding the information provided in the report by the Board of Directors on the proposed free share allocation. 5 ISSUANCE OF SHARES TO MEMBERS OF A COMPANY EMPLOYEE SAVINGS PLAN PURSUANT TO THE FRENCH COMMERCIAL CODE AND ARTICLES L. 3332-18 ET SEQ OF THE LABOUR CODE (RESOLUTION NO. 30) As Statutory Auditors of your company and in accordance with Articles L. 225-135 et seq. of the French Commercial Code, we hereby present our report on the proposal to grant the Board of Directors the authority to increase share capital, once or several times, by issuing share capital without preferential subscription rights representing a maximum of 2% of existing share capital on the date of the decision by the Board of Directors. This ceiling, upon which you will be required to vote, is independent of any other ceilings set under other resolutions of this Meeting. These increases in share capital are submitted for your approval in accordance with the provisions of Articles L. 225-129-6 of the French Commercial Code and L. 3332-18 et seq. of the Labour Code. The company’s Board of Directors proposes, on the basis of its report, that you grant it the authority to increase share capital, for a 26 month period, and that you relinquish your preferential subscription rights for these issuances. The Board of Directors will set out the ﬁ nal arrangements for the share capital increases, where appropriate. It is the responsibility of the company’s Board of Directors to prepare a report in accordance with R. 225-113 and R. 225-114 o f the French Commercial Code. Our responsibility is to express an opinion on the information presented in this report and on the proposal to withdraw the preferential subscription rights. We conducted the work we deemed necessary in accordance with the professional standards issued by the French Institute of Statutory Auditors (CNCC). Our work consisted in verifying the content of the report by the Board of Directors relating to the share capital increases and the methods used to determine the issue price. Subject to the examination at a subsequent date of the terms of the issuances, we have nothing to report on the methods used to set the issue price, as provided in the report by the Board of Directors. As the issue price has not yet been set, we do not express an opinion on the ﬁ nal issue conditions of the capital increases, or on the proposal that you relinquish your preferential subscription rights. In accordance with Article R. 225-116 of the French Commercial Code, we will prepare an additional report, if necessary, when t he company’s Board of Directors uses this authorization to issue the shares. The Statutory Auditors Paris La Défense and Courbevoie, February 18, 2011 KPMG Audit MAZARS Department of KPMG S.A. Éric Lefebvre Gilles Rainaut Olivier Thireau]]></page>
	<page id="211"><![CDATA[REGISTRATION DOCUMENT 2010 209 6.1 INFORMATION ABOUT TF1 210 6.1.1 General information 210 6.1.2 Company object 210 6.1.3 Statutory appropriation of income 210 6.1.4. Crossing the statutory thresholds 211 6.1.5 Articles of Incorporation 211 6.2 LEGAL FRAMEWORK 218 6.2.1 Share ownership 218 6.2.2 Licence conditions 218 6.2.3 Main legal provisions and obligations 219 6.2.4 Discontinuation of analogue broadcasting on November 30, 2011 220 6.2.5 High Deﬁ nition and personal mobile television 220 6.3 CAPITAL 221 6.3.1 Amount / Category of shares 221 6.3.2 Description of the new share buyback programme 221 6.3.3 Purchase on the stock market 222 6.3.4 Financial authorisations submitted for approval to the Combined Annual General Meeting of April 14, 2011 222 6.3.5 Potential capital 226 6.3.6 Change in capital over the last ﬁ ve years 226 6.4 OWNERSHIP STRUCTURE 227 6.4.1 Description of TF1 shares 227 6.4.2 Shareholders’ agreements 227 6.4.3 Action in concert 227 6.4.4 Shareholders and ownership structure 228 6.5 STOCK MARKET INFORMATION 230 6.5.1 Description of TF1 shares 230 6.5.2 Price and volumes 230 6.5.3 Dividends and returns 231 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6]]></page>
	<page id="212"><![CDATA[REGISTRATION DOCUMENT 2010 210 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Information about TF1 6.1 INFORMATION ABOUT TF1 6.1.1 General information Corporate name: TELEVISION FRANCAISE 1 - TF1 Registered ofﬁ ce: 1, quai du Point du Jour - 92100 Boulogne-Billancourt, France Trade &amp;amp; Companies register number: 326 300 159 RCS Nanterre SIRET number: 326 300 159 00067 Industry segment code: 6020A Company type: Société Anonyme (public limited company) under French law with a Board of Directors Date of incorporation: September 17, 1982 Date of expiration: January 31, 2082 Financial year: January 1 to December 31 6.1.2 Company object The purpose of the company is to operate an audiovisual communication service, as authorised by the laws and regulations in force, comprising the conception, production, programming and broadcasting of television programmes, and including all advertising messages and announcements. To carry out any industrial, commercial, ﬁ nancial, securities or property operations, within or outside France, directly or indirectly connected to this activity and to any similar, related or complementary objects, or any operations likely to facilitate their realisation or development or to any company asset, including: p devising, producing, acquiring, selling, renting and exploiting all recordings of images and / or sound, news reports, and ﬁ lms intended for television, the cinema or broadcasting; p undertaking advertising sales transactions; p providing services of all kinds for sound broadcasting and television, All of these directly or indirectly, on its own behalf or on behalf of third parties, either alone or with third parties, through the creation of new companies, contributions, limited partnerships, subscriptions, the purchase of company shares or rights, mergers, partnerships, joint ventures, acquisitions, gifts or the management of any property or rights, or otherwise. Its action is undertaken in compliance with its contract conditions and the laws in force. 6.1.3 Statutory appropriation of income Five percent shall be deducted from net proﬁ ts, after deduction of any previous losses, and appropriated to the legal reserve fund. This is no longer compulsory when the legal reserve reaches one tenth of the registered capital. This deduction shall be resumed if for any reason the legal reserve falls below one tenth of registered capital. Distributable income comprises the year’s proﬁ ts plus retained earnings brought forward, minus previous losses and amounts credited to reserves, as required by law and these Articles of Incorporation. This income shall be distributed between all shareholders in proportion to the number of shares they each own.]]></page>
	<page id="213"><![CDATA[REGISTRATION DOCUMENT 2010 211 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Information about TF1 6.1.4. Crossing the statutory thresholds Any person, acting alone or with others, who attains a holding of at least 1%, 2%, 3% or 4% of capital or of voting rights, shall, within ﬁ ve days of registration of the shares enabling him / her to reach or to exceed this threshold, declare to the company by return-receipted registered mail, at its registered ofﬁ ces, the total number of shares and voting rights he / she possesses. This declaration must be made, complying with the above conditions, each time the threshold of 1%, 2%, 3% or 4% is overstepped upward or downward. If not declared under the above conditions, the shares exceeding the fraction which ought to have been declared are deprived of the right to vote under the conditions laid down by law, if one or more shareholders possessing 5% at least of the registered capital so request at a General Meeting. 6.1.5 Articles of Incorporation Updated following the General Meeting of April 17, 2009. ARTICLE 1 LEGAL FORM A public limited company governed by current and future legislation in force and by these Articles of Incorporation has been formed between the owners of shares hereinafter created and of any shares subsequently created. ARTICLE 2 CORPORATE PURPOSE The purpose of the company is: To operate an audiovisual communication service, as authorised by the laws and regulations in force, comprising the conception, production, programming and broadcasting of television programmes, and including all advertising messages and announcements. To carry out any industrial, commercial, ﬁ nancial, securities or property operations, within or outside France, directly or indirectly connected to this activity and to any similar, related or complementary objects, or any operations likely to facilitate their realisation or development or to any company asset, including: p devising, producing, acquiring, selling, renting and exploiting all recordings of images and / or sound, news reports, and ﬁ lms intended for television, the cinema or broadcasting; p undertaking advertising sales transactions; p providing services of all kinds for sound broadcasting and television, All of these directly or indirectly, on its own behalf or on behalf of third parties, either alone or with third parties, through the creation of new companies, contributions, limited partnerships, subscriptions, the purchase of company shares or rights, mergers, partnerships, joint ventures, acquisitions, gifts or the management of any property or rights, or otherwise. Its action is undertaken in compliance with its contract conditions and the prevailing laws in force. ARTICLE 3 NAME Its corporate name is: “Télévision Française 1” or its abbreviated form: “TF1.” All legal and other documents issued by the company must mention the corporate name, immediately preceded or followed by the words Société anonyme (“public limited company”) or the corresponding French initials “SA” and the share capital amount. ARTICLE 4 REGISTERED OFFICE The Registered ofﬁ ce is located at Boulogne (92100) – 1, quai du Point du Jour. It may be transferred to any other location in the same or an adjoining “department” (French administrative unit) by the decision of the Board of Directors, subject to ratiﬁ cation by the next Ordinary General Meeting, or anywhere else in France through a decision by the Extraordinary General Meeting of Shareholders. If a transfer is decided by the Board of Directors, the latter shall be authorised to modify the Articles of Incorporation in consequence. ARTICLE 5 DURATION The duration of the company is set at ninety-nine (99) years as from the date of its registration in the Trade and Companies Register, except in the event of earlier dissolution or an extension decided by the Extraordinary General Meeting of Shareholders.]]></page>
	<page id="214"><![CDATA[REGISTRATION DOCUMENT 2010 212 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Information about TF1 ARTICLE 6 AUTHORISED CAPITAL The authorised capital is set at €42,682,098.40, divided into 213,410,492 shares, each with a par value of €0.20. ARTICLE 7 FORM – PAYMENT – FRACTIONAL SHARES I. The company’s shares may be registered or bearer shares. The shares and all other securities issued by the company shall be registered in their holders’ names or, if appropriate, in the name of an intermediary, under the conditions set forth in the applicable legal and regulatory texts. II. To identify holders of bearer shares, the company reserves the right, under the legal and regulatory conditions in force, to request at any time and at its own expense, that the central custodian responsible for keeping the account of shares in issue (hereafter the “central custodian”) provide the name of the person or entity, nationality, year of birth or constitution, and address of any holder of securities conferring, immediately or at a later time, the right to vote at its General Meetings. It may also request from the central custodian information as to the quantity of shares held by each shareholder, and if appropriate any restrictions that may apply to the shares. With respect to the list transmitted to the company by the central custodian, the company may request either from the central custodian or directly from the persons on this list whom the company believes may be registered as intermediaries for third-party accounts holding securities, the information noted in the previous paragraph concerning the owners of the securities. These persons are required, if acting as intermediaries, to reveal the identities of the owners of the securities. The information shall be provided directly to the authorised account-keeping ﬁ nancial intermediary, who is responsible for transmitting it, as appropriate, to the issuing company or the central custodian. With regard to securities in registered form, the company also reserves the right at any time to request that the registered intermediary for a third-party securities account reveal the identity of an owner of these securities. For as long as the company believes that certain holders of its securities in either bearer or registered form, of whose identities it has been informed, are acting on behalf of third-party owners of the securities, it may request that these holders reveal the identities of the owners of these securities subject to the conditions stated above. Following requests for ‘information described above, the company may request any legal entity that is an owner of the company’s shares representing more than one-fortieth of the share capital or voting rights to reveal to it the identity of persons holding directly or indirectly more than one-third of that legal entity’s share capital or voting rights exercised at its General Meetings. If a request is made pursuant to the stipulations of this Article 7. b and the information requested has not been transmitted within the legal and regulatory time limits, or if information transmitted is incomplete or erroneous with respect to the requested party/s own status or the owners of the securities, then the shares or other securities conferring immediate or subsequent access to the capital and for which this person was registered shall forfeit their voting right for any General Meeting that may take place until the matter of identity is settled. Payment of any dividend is postponed until that date. Furthermore, in the event that the registered person knowingly disregards the above stipulations, the court of competent jurisdiction in the area of the entity’s registered ofﬁ ce may, upon request by the company or one or more shareholders representing at least 5% of the share capital, decree the forfeit of all or part of the voting rights from the shares concerned for a period not to exceed ﬁ ve years. The court may also deprive the shares of the corresponding dividend for the same period. III. All persons, acting alone or in concert, who acquire at least 1%, 2%, 3% or 4% of the capital or voting rights shall be bound, within ﬁ ve days of the registration on their account of the shares causing them to attain or exceed this threshold, to declare to the company the total number of shares and the number of voting rights they possess by means of a return-receipted registered letter sent to the registered ofﬁ ce. This declaration must be undertaken under the conditions stipulated above every time the threshold of 1%, 2%, 3% or 4% is overstepped in either direction. If they have not been declared in accordance with the above conditions, shares exceeding the proportion that should have been declared shall forfeit their voting rights as provided by law, if one or several shareholders holding at least 5% of the capital so request during the General Meeting. This provision is in addition to the legal provisions for declarations relative to the overstepping of shareholding thresholds. IV. Cash shares shall be paid up under legal conditions. V. Holders of fractional shares resulting from the exchange, consolidation, allotment or subscription of shares shall be responsible for their aggregation and any necessary purchases or sales of shares and / or rights. ARTICLE 8 ASSIGNMENT AND TRANSFER OF SHARES Shares shall be freely negotiable within the limit of the laws or regulations in force, including the conditions stipulated by Acts  86-1067 of September 30, 1986, 86-1210 of November 27, 1986 and 89-25 of January 17, 1989. Subject to the international commitments made by France, no person of foreign nationality within the meaning of Article 40 of Act 86-1067 of September 30, 1986 may undertake an acquisition whose effect is to directly or indirectly increase the share of capital held by foreigners to more than 20 percent of the share capital or voting rights in the company’s General Meetings.]]></page>
	<page id="215"><![CDATA[REGISTRATION DOCUMENT 2010 213 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Information about TF1 Furthermore, a single natural person or legal entity may not directly or indirectly own a participation greater than that stipulated by the laws and regulations in force. More generally, shareholders are bound to respect the speciﬁ c provisions of the laws in force relative to the ownership or acquisition of the company’s shares. ARTICLE 9 RIGHTS AND OBLIGATIONS PERTAINING TO SHARES I. All shares include a right to a share of the company’s proﬁ ts and assets in proportion to the portion of equity they represent. In addition, they include the right to vote and to be represented in General Meetings pursuant to the laws and regulations in force. All shares include the right, during the company’s existence and in the event of liquidation, to payment of the same net amount with every allotment or repayment, so that, should the occasion arise, all shares shall be treated as one indistinct entity regarding any tax exemptions and any tax which may be borne by the company. II. Shareholders shall be liable up to the nominal amount of the shares they possess: above this sum, all calls for capital shall be prohibited. Rights and obligations shall be attached to the share, whoever the owner. Ownership of a share shall, as a matter of law, involve acceptance of the company’s Articles of Incorporation and the decisions of the General Meeting. ARTICLE 10 BOARD OF DIRECTORS I. The company shall be managed by a Board of Directors of twelve members subject to the dispensations provided by law. In application of Article 66 of Act 86-1067 of September 30, 1986, two seats on the Board of Directors shall be allocated to staff representatives; one of these two seats shall be reserved for engineers, executives and those in a similar category. II. During the existence of the company, Board members who are not staff representatives shall be appointed or reappointed to their duties by the Ordinary General Meeting of Shareholders. III. The term of ofﬁ ce of a Board member shall be two years. The duties of a member who is not a staff representative shall terminate at the end of the Ordinary General Meeting ruling on the accounts of the previous business year, held during the year during which the Board member’s term of ofﬁ ce expires. The duties of a member who is a staff representative shall terminate after the announcement of the votes of the electoral colleges appointing Board members representing the staff; this appointment must normally take place within the two weeks preceding the General Meeting covering the previous business year, held during the year in which the Board member’s term of ofﬁ ce expires. Members of the Board may always stand for re-election. Board members who are not staff representatives may be dismissed at any time by the Ordinary General Meeting. Board members representing the staff may only be dismissed through the decision of the President of the Regional Court, sitting in relief proceedings, for misconduct during the exercise of their duties, at the request of the majority of the members of the Board. The decision shall be immediately enforceable. Except in the event of termination at the employee’s initiative, the termination of an employment contract of a Board member elected by the employees may only be pronounced by the trial Board of the Industrial Tribunal sitting in relief proceedings. The decision shall be immediately enforceable. IV. Board members who are not staff representatives may be natural persons or legal entities; upon their appointment, the latter must name a permanent representative who shall be subject to the same conditions and obligations and assume the same responsibilities as if he were a member of the Board in his own right, without prejudice to the joint and several liability of the legal entity he represents; the permanent representative’s term of ofﬁ ce shall run for the duration of that of the legal entity he represents; he must be reappointed each time such legal entity’s term of ofﬁ ce is renewed. If the legal entity terminates the term of ofﬁ ce of its representative, it shall be bound to notify such cancellation to the company immediately by registered letter, together with the identity of its new permanent representative; likewise in the event of the permanent representative’s death, resignation or prolonged indisposition. V. If one or several seats of members of the Board who are not staff representatives become vacant between two General Meetings due to their death or resignation, the Board of Directors may appoint one or more members on a temporary basis. If one or several seats of members of the Board who are staff representatives become vacant between two General Meetings due to their death, resignation, dismissal or the termination of their employment contract, the vacant seat shall be ﬁ lled by the alternate. Appointments of members of the Board made by the Board of Directors shall be subject to ratiﬁ cation by the next Ordinary General Meeting. Should no such ratiﬁ cation take place, decisions taken and acts accomplished previously by the Board shall remain valid. Should only one or two members of the Board remain at their post(s), he or they, or failing this the Statutory Auditor(s), must immediately convene an Ordinary General Meeting of Shareholders in order to ﬁ ll the vacant positions on the Board. Any member of the Board appointed to replace another shall only do so for the remaining period of his predecessor’s term of ofﬁ ce.]]></page>
	<page id="216"><![CDATA[REGISTRATION DOCUMENT 2010 214 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Information about TF1 ARTICLE 11 SHARES OF MEMBERS OF THE BOARD Members of the Board must each own one share. Members of the Board appointed during the existence of the company need not own any shares at the time they are appointed, but must become shareholders within three months, failing which they will automatically be considered to have resigned. ARTICLE 12 OFFICERS OF THE BOARD The Board of Directors shall appoint one of its members who is a natural person as Chairman, and set the period of his duties, though this may not exceed his term of ofﬁ ce as a member of the Board. The Chairman of the Board of Directors shall organise and direct the work of the Board, and report on this to the General Meeting of Shareholders. He shall ensure the proper functioning of the company’s management bodies, and in particular ensure that the members of the Board are capable of fulﬁ lling their duties. If it sees ﬁ t, the Board of Directors may appoint one or several Vice Chairmen, whose period of duties it shall also ﬁ x without this exceeding their terms of ofﬁ ce. The Board may also appoint a Secretary, who need not be one of its members. In the absence or indisposition of the Chairman, a Board Meeting may be chaired by the Vice Chairman fulﬁ lling the duties of Chief Executive Ofﬁ cer, or the longest-serving Vice Chairman. Failing this, the Board shall appoint one of its members to act as Chairman for the Meeting. The Chairman, Vice Chairmen and Secretary may all stand for re- election. As from the date when shares are admitted to the ofﬁ cial listing or to the Second Market of the Paris Stock Exchange, the age limit for performing the duties of Chairman of the Board of Directors is set at 68. ARTICLE 13 DELIBERATIONS OF THE BOARD I. The Board of Directors shall meet as often as the interests of the company require, at the behest of its Chairman. The Chairman of the Board must also, as provided by law, convene such a Meeting at the request of a third of its members or of the Chief Executive Ofﬁ cer, if the latter’s duties are not assumed by the Chairman of the Board, even if the last Meeting was held less than two months previously. The Meeting shall take place at the Registered ofﬁ ce, or in any other place indicated in the notiﬁ cation to attend. Notiﬁ cations to attend may be communicated by any means, and may even be oral. II. For deliberations to be valid, the effective presence of at least half the members of the Board shall be required. Decisions shall be taken with a majority of votes from the members present or represented; each Board member shall dispose of one vote, and may not represent more than one of his colleagues. Should there be an equal number of votes, the Chairman shall have the deciding vote. Members of the Board may participate in Board Meetings by means of videoconference or telecommunications facilities, as provided by the laws and regulations. For the calculation of the quorum and majority, Board members participating in Board Meetings via videoconference facilities shall be considered as present. ARTICLE 14 POWERS OF THE BOARD OF DIRECTORS The Board of Directors shall decide upon the strategic directions for the company’s activities and ensure that they are put into practice. Subject to the powers expressly conferred by law on Shareholders’ Meetings or the Chairman of the Board of Directors or the Chief Executive Ofﬁ cer, if the latter’s duties are not assumed by the Chairman of the Board, and within the limits of the corporate purpose, it shall deal with all matters relating to the proper functioning of the company and settle any related decisions through its deliberations. It shall undertake any checks and veriﬁ cations that it deems appropriate. In general, it shall take any decisions and exercise any prerogatives falling within the scope of its competence by virtue of the laws and regulations in force or these Articles of Incorporation. It may decide to create committees in charge of examining questions that it or its Chairman submits for their opinion. It shall ﬁ x the composition and remit of such committees. It may entrust to one or several of its members’ special duties for one or several determined purposes. ARTICLE 15 REMUNERATION OF MEMBERS OF THE BOARD I. Members of the Board may receive Directors’ fees whose amount, ﬁ xed by the Ordinary General Meeting of Shareholders, shall be maintained until a decision is made to the contrary and which shall be posted in the accounts under operating expenses. II. The Board shall decide by a majority vote upon the division of these fees between its members, in a manner it considers appropriate. III. Members of the Board may also have the right to special remuneration authorised by the Board and submitted to the approval of the General Meeting, subject to a special report by the Statutory Auditors, for assignments or mandates entrusted to them, and to the reimbursement of their travelling expenses occasioned by management requirements.]]></page>
	<page id="217"><![CDATA[REGISTRATION DOCUMENT 2010 215 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Information about TF1 ARTICLE 16 GENERAL MANAGEMENT – DELEGATION OF POWERS I. The General Management of the company is assumed, under his responsibility, either by the Chairman of the Board of Directors, who shall then take the title of Chairman and Chief Executive Ofﬁ cer, or by another natural person, whether or not a member of the Board, appointed by the Board of Directors, for whom it shall set the period of his duties, this person taking the title of Chief Executive Ofﬁ cer. The Chief Executive Ofﬁ cer may be dismissed at any time by the Board of Directors. The Board of Directors shall choose between these two methods of General Management upon each appointment / reappointment of the Chairman of the Board or of the Chief Executive Ofﬁ cer if the latter’s duties are not assumed by the Chairman of the Board. This choice shall remain valid until the expiry of one of these terms of ofﬁ ce or, should the case arise, until the Chairman of the Board decides to no longer assume the functions of Chief Executive Ofﬁ cer, or upon the decision of the Board of Directors for a shorter period, which may not be less than one year. Any change in the General Management method shall not entail a modiﬁ cation of the Articles of Incorporation. II. The Chief Executive Ofﬁ cer or the Chairman of the Board, if he assumes the duties of Chief Executive Ofﬁ cer, shall be vested with the widest powers to act on behalf of the company in all circumstances. He shall exercise these powers within the limits of the corporate purpose and subject to the powers expressly accorded to Shareholders’ Meetings and the Board of Directors. He shall represent the company in its relations with third parties. He may delegate any powers to any proxy of his choice within the limit of those conferred by law and the Articles of Incorporation herein. Any limitation of such powers by the decision of the Board of Directors shall be without effect as regards third parties. III. The Board of Directors may, on the proposal of the Chief Executive Ofﬁ cer or the Chairman of the Board, if he assumes the duties of Chief Executive Ofﬁ cer, mandate a natural person, whether or not a member of the Board, to assist the former; this person shall have the title of Deputy Chief Executive Ofﬁ cer. The maximum number of Deputy Chief Executive Ofﬁ cers appointed in this way is that ﬁ xed by the prevailing legislation. Each Deputy Chief Executive Ofﬁ cer may be dismissed at any time by the Board of Directors on the proposal of the Chief Executive Ofﬁ cer, or the Chairman of the Board, if he assumes the duties of Chief Executive Ofﬁ cer. In the event of the death, resignation or dismissal of the Chief Executive Ofﬁ cer or the Chairman of the Board, if he assumes the duties of Chief Executive Ofﬁ cer, each Deputy Chief Executive Ofﬁ cer shall retain his functions and remit, unless the Board of Directors decides otherwise, until the appointment of another person assuming the duties of Chief Executive Ofﬁ cer. In agreement with the Chief Executive Ofﬁ cer, or the Chairman of the Board, if he assumes the duties of Chief Executive Ofﬁ cer, the Board of Directors shall decide on the scope and duration of the powers delegated to each Deputy Chief Executive Ofﬁ cer. As regards third parties, each Deputy Chief Executive Ofﬁ cer shall possess the same powers as the Chief Executive Ofﬁ cer or the Chairman of the Board, if he assumes the duties of Chief Executive Ofﬁ cer. ARTICLE 17 REGULATED AGREEMENTS Any agreement made, whether directly or via an intermediary, between the company and its Chief Executive Ofﬁ cer, one of its Deputy Chief Executive Ofﬁ cers, one of its Board members, one of its shareholders possessing a proportion of voting rights greater than 10% or, if it involves a shareholding company, the company controlling it within the meaning of Article L. 233-3, must have obtained the prior authorisation of the Board of Directors, if it does not relate to a standard transaction or is not made under normal terms and conditions. The same shall apply to any agreements (other than those concerning a standard transaction or made under normal terms and conditions) in which any of the persons indicated in the preceding paragraph has an indirect interest. Prior authorisation shall also be required for any agreements (other than those concerning a standard transaction or made under normal terms and conditions) taking place between the company and another company if one of the company’s Board members, the Chief Executive Ofﬁ cer or one of the Deputy Chief Executive Ofﬁ cers is the owner, an associate with unlimited liability, manager, member of the Board, member of the Supervisory Board or, in general, an executive of the other company. Prior authorisation shall also be required for any commitment beneﬁ ting the Chairman or Chief Executive Ofﬁ cer or one of the Deputy Chief Executive Ofﬁ cers made by the company or any controlled company or company controlling it within the meaning of paragraphs II and III of Article L. 233-16 and corresponding to elements of remuneration, allowance or perquisite due or likely to be due resulting from the discontinuation or change of function or subsequent to it. In the case of the nomination to the position of Chairman or Chief Executive Ofﬁ cer or Deputy Chief Executive Ofﬁ cer of a person bound by a work contract to the company or any controlled company or company controlling it within the meaning of paragraphs II and III or Article L. 233-16, the provisions of said contract that may correspond to elements of remuneration, allowance or perquisite due or likely to be due resulting from the discontinuation or change of function or subsequent to it also require prior authorisation. ARTICLE 18 STATUTORY AUDITORS The company shall be audited by two Statutory Auditors who shall be appointed and exercise their assignment in accordance with the law. Two Alternate Statutory Auditors shall also be appointed to take the place of the Statutory Auditors in the event of refusal, unforeseen difﬁ culty, resignation or death.]]></page>
	<page id="218"><![CDATA[REGISTRATION DOCUMENT 2010 216 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Information about TF1 ARTICLE 19 GENERAL MEETINGS Collective decisions of the shareholders shall be taken in General Meetings, qualiﬁ ed as Ordinary or Extraordinary depending on the nature of the decisions they are required to take. Each regularly constituted General Meeting shall represent the shareholders as a whole. The deliberations of General Meetings shall be binding on all shareholders, even if absent, dissenting or legally incapable. ARTICLE 20 NOTIFICATION TO ATTEND AND VENUE FOR GENERAL MEETINGS General Meetings shall be convened and reach decisions as provided by law. General Meetings shall be held at the Registered Ofﬁ ce or any other place indicated in the notiﬁ cation to attend. ARTICLE 21 ACCESS TO GENERAL MEETINGS - POWERS All shareholders may participate in General Meetings, irrespective of the number of shares they own, in person or by proxy, on condition that they provide proof of identity and of ownership of their shares, in the form and place indicated in the notiﬁ cation of the Meeting, at least ﬁ ve days before the date of the General Meeting, as provided by law regarding the participation of shareholders in General Meetings. However, the Board of Directors may reduce or waive this time limit provided that it does so for all shareholders. Shareholders may only be represented by their spouse or by another shareholder duly mandated as their proxy or, in the case of shareholders not resident in French territory, by an intermediary registered as a shareholder pursuant to Article  L.  228-1 of the French Code of Commerce. Shareholders that are legal entities shall participate in Meetings through their legal representatives or any person appointed for this purpose by the latter. Any shareholder may, as provided by the law and regulations, vote by proxy or by correspondence at any General Meeting, either on paper or - upon the decision of the Board of Directors published in the notiﬁ cation of the Meeting and notiﬁ cation to attend, or, should the case arise, in the personal notiﬁ cation of the Meeting - by remote transmission. ARTICLE 22 QUORUM - VOTING - NUMBER OF VOTES I. In Ordinary and Extraordinary General Meetings, the quorum shall be calculated on the entire number of shares constituting the authorised capital, excluding non-voting shares as provided by law. Where votes by correspondence are concerned, only slips received by the company before the Meeting, within the time limit and pursuant to the conditions provided by law, shall be taken into consideration for calculating the quorum. Shareholders participating in the Meeting by videoconference, internet or by telecommunication means enabling them to be identiﬁ ed, the nature and conditions of which comply with the prevailing laws and regulations, shall be considered as present for the purposes of calculating the quorum and the majority. II. Voting rights attached to shares are proportional to the capital they represent. At equal nominal value, each equity or dividend share entitles the holder to one vote. III. If shares are held in usufruct, the voting rights attached to these shares shall belong to the beneﬁ cial owners in Ordinary General Meetings and to the bare owners in Extraordinary General Meetings. ARTICLE 23 ORDINARY GENERAL MEETINGS I. The Ordinary General Meeting shall be called upon to take all decisions that do not modify the Articles of Incorporation. It shall meet at least once a year, within the time limits indicated by the prevailing laws and regulations, to rule on the ﬁ nancial statements of the previous business year. II. The Ordinary General Meeting may not deliberate validly, upon the ﬁ rst notiﬁ cation to attend, unless the shareholders present, represented or having voted by correspondence possess at least a ﬁ fth of the voting shares. Upon a second notiﬁ cation to attend, no quorum shall be required. It shall rule with a majority of the votes at the disposal of the shareholders present or represented, including shareholders having voted by correspondence. ARTICLE 24 EXTRAORDINARY GENERAL MEETING I. The Extraordinary General Meeting shall have the sole power to modify the Articles of Incorporation in all their provisions. However, it may not increase the commitments of shareholders, subject to operations resulting from the exchange or consolidation of shares decided and carried out in accordance with regulatory requirements.]]></page>
	<page id="219"><![CDATA[REGISTRATION DOCUMENT 2010 217 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Information about TF1 II. In the absence of speciﬁ c legal provisions, the Extraordinary General Meeting may not deliberate validly, unless the shareholders present, represented or having voted by correspondence possess, upon the ﬁ rst notiﬁ cation to attend, at least a quarter, and upon the second notiﬁ cation, at least a ﬁ fth of the voting shares. Failing this latter quorum, the second Meeting may be adjourned to another date no later than two months after the original date for which it was convened. Subject to the same speciﬁ c provisions, it shall rule with a two- thirds majority of the votes at the disposal of the shareholders present or represented, including shareholders having voted by correspondence. ARTICLE 25 BUSINESS YEAR The business year shall begin on January 1 and end on December 31 each year. Exceptionally, the current year shall extend from September 1, 1987 to December 31, 1988. ARTICLE 26 DETERMINATION, APPROPRIATION AND DISTRIBUTION OF PROFITS After the deduction of amortisation and provisions, any credit balance on the proﬁ t and loss account, summarising the revenues and charges for the year, represents the proﬁ t for the year. Five percent shall be deducted from proﬁ ts, after deduction of any previous losses, and appropriated to the legal reserve fund. This is no longer compulsory when the legal reserve reaches one tenth of the registered capital. This deduction shall be resumed if for any reason the legal reserve falls below this one tenth. Distributable income shall comprise the year’s proﬁ ts plus retained earnings brought forward, minus previous losses and amounts credited to reserves, as required by law and these Articles of Incorporation. This income shall be distributed between all shareholders in proportion to the number of shares they each own. However, after deduction of the appropriations to reserves required by law, the General Meeting may appropriate any amount it deems necessary to any optional ordinary or extraordinary reserve funds, or carry it forward to future years. Dividends are primarily taken out of the year’s proﬁ ts. The General Meeting may, in addition, decide to appropriate sums from available reserves, provided it explicitly speciﬁ es the reserves in question. The Ordinary General Meeting of Shareholders may grant shareholders, in respect of all or part of the dividend and interim dividend, the option of taking the dividend and interim dividend in the form of either cash or shares. Except in the case of a reduction in capital, no distribution to shareholders shall be allowed if the effect is or would be to reduce shareholders’ equity below the amount of capital plus reserves required by the law and by these Articles of Incorporation for any distribution to be permitted. Revaluation reserves are not distributable but can be partially or fully incorporated into capital. Any loss shall be carried forward, following the General Meeting’s approval, and shall be deducted from the proﬁ ts of subsequent years until such time as it is extinguished. ARTICLE 27 DISSOLUTION-LIQUIDATION Apart from dissolution provided for by law, the company shall be dissolved on expiry of the term as deﬁ ned in the Articles of Incorporation or by the decision of the Extraordinary General Meeting of Shareholders. One or several liquidators shall then be appointed by this Extraordinary General Meeting acting under the quorum and majority conditions stipulated for Ordinary General Meetings. The liquidator shall represent the company. He shall be invested with the widest powers to realise the assets, even by private treaty. He shall be authorised to pay creditors and distribute the remaining balance. The General Meeting of Shareholders may authorise him to continue any ongoing business or to undertake new business transactions for the purposes of liquidation. The net assets remaining after repayment of the shares at their par value shall be distributed between the shareholders in the same proportions as their interest in capital. ARTICLE 28 DISPUTES All disputes in connection with company matters arising during the company’s existence or during liquidation, either between the shareholders and the company or the members of its Board, or between the company and the members of its Board, or between the shareholders themselves and relating to company matters, will be referred to the competent courts of the registered ofﬁ ce.]]></page>
	<page id="220"><![CDATA[REGISTRATION DOCUMENT 2010 218 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Legal framework 6.2 LEGAL FRAMEWORK 6.2.1 Share ownership Under the terms of Article 39 of Act 86-1067 of September 30, 1986 as amended, an individual or entity, acting alone or with others, shall not hold, directly or indirectly, more than 49% of the capital or voting rights of a company licensed to operate a domestic free-to-air analogue terrestrial television service whose average annual audience (analogue, cable and satellite combined) is above 8% of the total television audience. A Council of State decree must deﬁ ne how channel audiences are to be calculated. Under the terms of Article 39 of Act 86-1067 of September 30, 1986 as amended, when an individual or entity holds, directly or indirectly, more than 15% of the capital or voting rights of a company licensed to operate a national free-to-air analogue television service, the same individual or entity shall not hold, directly or indirectly, more than 15% of the capital of another company holding a similar authorisation. Under the terms of Article 40 of Act 86-1067 of September 30, 1986 as amended, no individual or entity of foreign nationality shall purchase an interest leading to foreign nationals holding, directly or indirectly, more than 20% of the capital of a company licensed to operate a domestic free-to-air analogue television service. Under the terms of Article 41 of the Act of September 30, 1986, as amended by the Act of July 9, 2004, one and the same person can hold, directly or indirectly, a maximum number of seven authorisations for a domestic free-to-air digital television service. 6.2.2 Licence conditions TF1 is an audiovisual communications service subject to licence. The initial period of licence for use of frequencies, for a duration of 10 years from April 4, 1987 (Act of September 30, 1986), expired in 1997. By reason of decision no. 96-614 of September 17, 1996, TF1 received a ﬁ rst renewal of its licence on April16, 1997, without other candidates being considered, for ﬁ ve years. In compliance with Article 28-1 of the Act of September 30, 1986, as modiﬁ ed by the Act of August 1, 2000, TF1 beneﬁ ted from a second “automatic” renewal of its licence for the years 2002 to 2007, by decision of the CSA (the French audiovisual regulatory body) on November 20, 2001. Under the terms of Article 82 of the Act of September 30, 1986, as amended, this authorisation can be automatically extended for ﬁ ve years (to 2012), by reason of the simultaneous broadcasting (“simulcast”) of the channel’s programmes by digital terrestrial transmission. By a decision of June 10, 2003, the CSA has modiﬁ ed TF1’s licence in order to incorporate the provisions relating to the broadcasting of programmes on Digital Terrestrial Television. Under the terms of Article 99 of the Act of September 30, 1986, as amended by Act 2007-309 of March 5, 2007, this authorisation is automatically extended for ﬁ ve years provided the channel is a member of a public interest group responsible for implementing the measures to discontinue analogue broadcasting and to ensure continued reception of the channels by viewers; on April 26, 2007, TF1 signed the agreement creating said public interest group. Furthermore, under the terms of Article 96-2 of the Act of September 30, 1986, as amended by Act 2007-309 of March 5, 2007, this authorisation is also automatically extended by ﬁ ve years as of the discontinuation of analogue broadcasting provided the channel commits to ensuring the broadcasting of its programmes via digital free-to-air transmission to 95% of the French population. TF1 has already made this commitment to the CSA. Consequently, the TF1 licence, according to the Act of March 5, 2007, stands as follows: 1. the term of the TF1 authorisation: 2012; 2. extension of the authorisation by 5 years under Article 99: 2017; 3. extension of the authorisation by 5 years under Article 96-2: 2022.]]></page>
	<page id="221"><![CDATA[REGISTRATION DOCUMENT 2010 219 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Legal framework 6.2.3 Main legal provisions and obligations THE TEXTS p Contract conditions set forth by Decree no. 87-43 of January 30, 1987 and the Decision regarding licensed use of frequencies of November 20, 2001, given to Télévision Française 1, complemented by the decision of June 10, 2003 and extended by the decision of February 20, 2007; p Act 86-1067 of September 30, 1986 amended by Act 94-88 of February 1, 1994, by Act 2000-719 of August 1, 2000, by Act 2005- 102 of February 11, 2005, by Act 2007-309 of March 5, 2007, and by Act 2009-258 of March 5, 2009; p European Directive on Television Without Borders of October 3, 1989 amended (latest amendment on December 11, 2007); p Decree no. 2010-747 of July 2, 2010 on the contribution to the production of cinematographic and audiovisual works for terrestrial broadcast; p Decree no. 90-66 of January 17, 1990, as amended by Decree no. 92- 279 of March 27, 1992, by Decree no. 2001-1330 of December 28, 2001 and by Decree no.  2009-1271 of October  21,  2009 (broadcasting obligation); p Decree no.  92-280 of March  27, 1992 as amended by Decree no. 2001-1331 of December 28, 2001, by Decree no. 2003-960 of October 7, 2003 and by Decree no. 2008-1392 of December 19, 2008 (obligations relating to advertising and sponsorship). In terms of general obligations concerning broadcasting and investment in production, the main prevailing provisions are the following: p a maximum of 192 cinema ﬁ lms per year may be broadcast, of which a maximum of 104 shall begin between 8.30pm and 10.30pm No cinema ﬁ lm shall be broadcast on Wednesday and Friday evenings, Saturday all day, or Sunday before 8.30pm; p broadcasting quotas apply for the whole broadcasting time and for peak viewing hours, to cinema and audiovisual works. 60% of broadcast material shall be of European origin and 40% of French origin; p a minimum of two-thirds of the annual broadcasting airtime shall be devoted to French-speaking programmes; p obligation to broadcast annually a minimum of 1,000  hours of children’s programmes including 50  hours of magazines and documentaries; p obligation to broadcast annually 800 hours of television news bulletins and television news magazines; p obligation to commission audiovisual products: invest 12.5% of the previous year’s net annual advertising turnover for the commissioning of national heritage audiovisual works, of which at least 9.25% from independent producers, and to broadcast 120  hours of French- speaking or European unreleased audiovisual works (including 30 hours of rebroadcast), starting between 8pm and 9pm; p obligation to invest 0.6% of the previous year’s net advertising turnover for the commissioning of French-speaking and European cartoons (obligation as to French-speaking content included in the previous 12.5%), including at least 0.45% by independent producers; p obligation to invest 3.2% of the previous year’s net annual advertising turnover (with at least 2.5% dedicated to French-speaking cinema works and at least 75% commissioned from independent producers) in the co-production of European cinema works. This investment is to be achieved through a subsidiary of the broadcaster (TF1 Films Production) operating as a minority participator. The co-production element must be approximately equal to the broadcasting right element; p obligation, within a period of ﬁ ve years following the publication of Act 2005-102 of February 11, 2005, to make accessible to the deaf and hearing-impaired all of the channel’s programmes, with the exception of advertising. It is to be noted that the CSA (French audiovisual industry regulator) may exempt a section of programming from this obligation due to its nature (this concession is included in the agreement). Respect of these legal obligations is monitored. The CSA can impose ﬁ nes in compliance with the provisions of Articles 42 to 42-11 of the above Act of September 30, 1986. In view of the need to protect children and young people, the TF1 channel has committed to adopt a 5-category signage code enabling viewers to gauge the acceptability of broadcast programmes.]]></page>
	<page id="222"><![CDATA[REGISTRATION DOCUMENT 2010 220 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Legal framework 6.2.4 Discontinuation of analogue broadcasting on November 30, 2011 Act  2007-309 of March  5, 2007 amending Act of September  30, 1986 has established the principal and organised the schedule for discontinuing analogue free-to-air broadcasting on November 30, 2011. According to this law, a gradual closing down of analogue free-to-air broadcasting could start as of March 31, 2008. By the end of 2010, over 20 million French people had gone fully digital. Furthermore, it should be noted that the law allows for the granting of an additional DTT channel (so-called compensatory channel) to the analogue channels on ﬁ nal close-down of analogue broadcasting. Furthermore, the frequencies freed up by the close-down of analogue broadcasting will be re-assigned by the Prime minister to the administrations and the CSA (French audiovisual industry regulator). Most of the freed-up frequencies will be assigned to audiovisual services. Finally, the text sets the conditions for the extension of digital broadcasting; the analogue free-to-air channels should cover 95% of the population with digital free-to-air; the new DTT channels will beneﬁ t from an automatic 5-year extension of their licence provided they make additional commitments to broadcast beyond the zone speciﬁ ed in their licence. Note that all DTT channels have made this commitment. All the free DTT channels must be broadcast over 100% of the territory, whatever the mode of reception, and be included in a common satellite bundle. 6.2.5 High Deﬁ nition and personal mobile television On July  3, 2007, the CSA (French audiovisual industry regulator) launched a tender for candidates for the use of a radio-electric resource dedicated to broadcasting nationwide high-deﬁ nition Digital Terrestrial Television services. On November 21, 2007, the CSA selected TF1. The TF1 agreement was subsequently modiﬁ ed on May 6, 2008 (published in the Ofﬁ cial Journal on May 31, 2008). On November 8, 2007, the CSA launched a tender for candidates for personal mobile television services. On May 27, 2008, the CSA selected 13 candidates, including TF1.]]></page>
	<page id="223"><![CDATA[REGISTRATION DOCUMENT 2010 221 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Capital 6.3 CAPITAL Relating to Article 6 of the Articles of Incorporation. 6.3.1 Amount / Category of shares Since 12 November 2007 TF1 has had capital of €42,682,098.40, divided into 213,410,492 shares. The shares in issue represent 100% of the existing capital and voting rights. There are no founder shares, beneﬁ ciary shares, convertible / exchangeable bonds, voting right certiﬁ cates, or double voting rights. No clause in the Articles of Incorporation limits the free negotiability of shares making up the capital. The company is authorised to make use of legal provisions on the identiﬁ cation of holders of shares granting the right to vote in its own Shareholder Meetings immediately or at a later date. To know the geographical location of holders of its capital, TF1 periodically reviews its registered and bearer shareholder base, identiﬁ ed through Euroclear. 6.3.2 Description of the new share buyback programme Pursuant to Articles 241-1 and 241-3 of the AMF General Regulation and in accordance with European Regulation 2273/2003 of December 22, 2003, the company hereby provides a description of the share buyback programme that will be submitted for the approval of the Combined Annual General Meeting of April 14, 2011. MAXIMUM PERCENTAGE OF CAPITAL – MAXIMUM NUMBER AND CHARACTERISTICS OF THE SHARES THAT THE COMPANY IS PROPOSING TO ACQUIRE, MAXIMUM PURCHASE PRICE TF1 will be empowered to acquire 10% of the total number of shares making up its share capital at the buyback date. As an illustration, based on the share capital at February 16, 2011 and deducting the 14,625 shares (that will be cancelled soon) held at that time, this would amount to 21,326,424 shares. TF1 has set the maximum amount allocated to the programme at €150 million. Since the programme’s main goal is the cancellation of shares, this maximum amount is unlikely to be reached. However, TF1 reserves the option of using the entire allocation. To date, there is an opened position on derivatives: a call option on 1,008,000 shares were purchased on the cover of Plan Option no. 8, at maturity of September 16, 2011. GOALS OF THE BUYBACK PROGRAMME Shares bought back under the programme may be used for the following purposes: p cancel shares under the conditions provided for by law, subject to authorisation from the Extraordinary General Meeting; p allocate shares to employees or corporate ofﬁ cers of the company or of related companies, in accordance with the requirements and procedures provided for by law, and particularly in connection with proﬁ t-sharing or stock option plans, or via company or intercompany savings schemes, or via the allocation of shares; p ensure liquidity and make a market in the company’s shares, through an investment services provider operating within the framework of a liquidity agreement that complies with an AMF-recognised Code of Conduct; p hold shares and, as the case may be, use them as a means of payment or exchange in acquisitions; p hold shares and, as the case may be, allocate them following the exercise of rights attached to securities giving access to the company’s capital; p implement any market practice accepted by the AMF and, more generally, conduct any transaction that complies with current regulations. Shares may be acquired, sold, transferred or exchanged by any means allowed by the current regulations, i.e. on- or off-exchange, including over the counter and by means of derivative ﬁ nancial instruments, and at any time, except during a public purchase, exchange or standing market offer. The proportion of the programme that may be executed through block trades is not limited and may account for the entire programme. The purchase price may not exceed €25 per share and the sale price may not be less than €7 per share, subject to adjustments relating to transactions involving the company’s capital. The total number of shares held at given date may not exceed 10% of the share capital at that same date.]]></page>
	<page id="224"><![CDATA[REGISTRATION DOCUMENT 2010 222 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Capital 6.3.3 Purchase on the stock market The Combined Annual General Meetings of April 15, 2010 and prior years authorised the Board of Directors to buy shares in the company up to a limit of 10% of the number of shares making up the share capital on the date of exercise of the share buyback programme. These authorisations permit the Board of Directors to buy shares in the company to cancel them. TF1 did not purchase TF1 shares under these authorisations in 2010. Following a forward purchase to cover the 2006 allotment of bonus shares, and the delivery of shares to their beneﬁ ciaries, TF1 owns 14,625 TF1 shares. TRADING IN TF1 SHARES IN 2010 BY SENIOR MANAGERS OR BY THE PERSONS REFERRED TO IN ARTICLE L. 621-18-2 OF THE MONETARY AND FINANCIAL CODE Bouygues bought a total of 139,732 TF1 shares for a total €1,497,019.45 on June 30 and July 1, 2010. 6.3.4 Financial authorisations submitted for approval to the Combined Annual General Meeting of April 14, 2011 DELEGATIONS AND FINANCIAL AUTHORISATIONS STILL IN EFFECT In accordance with Article L. 225-100 of the Commercial Code, the following table summarises the delegations and authorisations still in effect and granted by the General Meeting to the Board of Directors, and the use made of such delegations and authorisations in full year 2010. The maximum nominal amount of immediate and / or deferred capital increases that can be made by virtue of authorisations granted is ﬁ xed at €15 million with preferential subscription rights and €4.3 million without preferential subscription rights. The maximum nominal amount of debt instruments that may be issued by virtue of authorisations granted is ﬁ xed at €900 million. The delegations and authorisations granted by the General Meetings of 2008, 2009 and 2010 all expire in 2011. DURATION OF THE BUYBACK PROGRAMME Eighteen months starting from the Combined Annual General Meeting of April 14, 2011.]]></page>
	<page id="225"><![CDATA[REGISTRATION DOCUMENT 2010 223 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Capital Authorisation Maximum nominal amount of capital increases Maximum nominal amount of debt instruments Validity of authorisation Time remaining (2) Combined Annual General Meeting Resolution no. Use made of the authorisation during the year Share buybacks and reduction of share capital Purchase by the company of its own shares 10% of capital 18 months 6 months 15/04/2010 8 N/A Capital reduction through cancellation of shares 10% of capital per 24-month period 18 months 6 months15/04/2010 9 N/A Issuance of securities Capital increase with PSR (3) through issuance of shares or securities €15 million €900 million 26 months 2 months 17/04/2009 17 N/A Capital increase through incorporation of issuance premiums, profits or reserves €400 million 26 months 2 months17/04/2009 18 N/A Increase in the number of securities to be issued in the event of a capital increase with PSR (3) 15% of initial issue 26 months 2 months 17/04/2009 20 N/A Capital increase without PSR (3) through issuance of shares or securities by public offer €4.3 million €900 million 14 months 2 months 15/04/2010 10 N/A Capital increase without PSR (3) through issuance of shares or securities in connection with a private placement €4.3 million €900 million 14 months 2 months 15/04/2010 14 N/A Increase in the number of securities to be issued in the event of a capital increase without PSR (3)) 15% of initial issue 14 months 2 months 15/04/2010 11 N/A Setting of issue price, without PSR (3) , of shares or securities 10% of capital (1) 14 months 2 months15/04/2010 12 N/A Capital increase intended to remunerate in-kind contributions made up of the securities of a company or securities giving access to capital 10% of capital (1) 26 months 2 months17/04/2009 22 N/A Capital increase without PSR (3) to remunerate securities tendered as part of a public exchange offer €4.3 million (1) 14 months 2 months15/04/2010 13 N/A Issuance of securities giving the right to receive debt instruments (delegation of powers) - €900 million 26 months 2 months 17/04/2009 24 N/A Issues reserved for employees and senior managers Capital increase reserved for employees or corporate officers participating in a company savings scheme (PEE) 10% of capital 26 months 2 months 17/04/2009 25 N/A Free allocation of existing shares or shares to be issued in the future 10% of capital 38 months 2 months 17/04/2008 15 N/A (1) It is specified that: • the total nominal amount of capital increases authorised (resolution no. 17 of the AGM of April 17, 2009 with preferential subs cription rights, resolution no. 22 of the AGM of April 17, 2009 and Nos. 10, 13 and 14 of the AGM of April 15, 2010 without preferential subscription rights) may not exceed €15 million and €4.3 m illion even if the Board of Directors decides to increase the number of shares to be issued (20 th  resolution of the AGM of April 17, 2009 and 11 th resolution of the AGM of April 15, 2010 – to a maximum equal to 15% of the initial issue, during a period of 30 days following the closure of subscription). It is specified that the total nominal amount of capital increases realised as part of the resolutions and without preferential subscription rights (€4.3 million) is applied against the overall ceiling specified in resolution no. 17 of the AGM of April 17, 2009, with preferential subscription rights (€15 million); • the total nominal amount of debt instruments (resolution no. 17 of the AGM of April 17, 2009 and resolutions Nos. 10 and 14 of the AGM of April 15, 2010) may not exceed €900 million. (2) From the vote of the AGM of April 14, 2011. (3) PSR: Preferential Subscription Rights.]]></page>
	<page id="226"><![CDATA[REGISTRATION DOCUMENT 2010 224 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Capital USE OF DELEGATIONS AND FINANCIAL AUTHORISATIONS PREVIOUSLY GRANTED In 2010: p the company did not buy back any of its own shares; p the company did not use prior authorisations to issue securities; p the company issued no bonus shares and did not use the authorisation to increase capital via the PEE savings plan. DELEGATIONS AND FINANCIAL AUTHORISATIONS SUBMITTED TO THE COMBINED ANNUAL GENERAL MEETING OF APRIL 14, 2011 The authorisations and delegations granted by the Combined Annual General Meetings of 2008, 2009 and 2010 all expire in 2011. The table below sets out the delegations and ﬁ nancial authorisations to be entrusted to the Board of Directors by the Combined Annual General Meeting of April 14, 2011. These various delegations and authorisations will replace, as from the date of their approval by the General Meeting, the unused portion, if any, of delegations and authorisations granted previously for the same purpose. These new delegations comply with standard practices and recommendations in terms of amounts, limits and duration (26 months). Some resolutions have been adjusted, i.e.: p the global authorisation limit on capital increases with or without preferential subscription rights has been further cut from 34% to 20% of capital; p for the allotment of bonus shares and options, the limit applicable to both resolutions has been reduced from 10% to 3% of capital. The delegations provided for by these resolutions concern the issue of equity securities and securities giving access to capital, with or without preferential subscription rights. The policy of the Board of Directors is to give preference on principle to increases that maintain preferential rights for shareholders. Nevertheless, it may be necessary to cancel these preferential rights. In this case, the Board of Directors may nevertheless give priority to shareholders for subscribe subscription by way of pro rata entitlement, without reduction, or additional right subject to reduction. The maximum nominal amount of immediate and / or deferred capital increases that can be made by virtue of authorisations granted is €8.6  million (20% of capital – the “overall ceiling”) with preferential subscription rights (19 th   resolution) or €4.3  million (10% of capital – “below the ceiling”) without preferential subscription rights. The maximum nominal amount of debt instruments that may be issued by virtue of authorisations granted is ﬁ xed at €900 million. The 20 th   resolution suggests authorising the Board of Directors to increase capital by incorporating reserves, proﬁ ts, issuance premiums and other amounts that can be capitalised up to a nominal amount of €400 million. This limit is independent and distinct from the overall ceiling set in the 19 th  resolution. Furthermore, note that the company is not allowed to buy back its own shares during a public purchase, exchange or standing market offer. Moreover, derivatives will not be used for these purchases.]]></page>
	<page id="227"><![CDATA[REGISTRATION DOCUMENT 2010 225 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Capital Authorisation Maximum nominal amount of capital increases Maximum nominal amount of debt instruments Validity of authorisation Time remaining (1) Combined Annual General Meeting Resolution  no. Share buyback and reduction of share capital Purchase by the company of its own shares 10% of capital 18 months 18 months 14/04/2011 17 Capital reduction through cancellation of shares 10% of capital per 24-month period 18 months 18 months14/04/2011 18 Issuance of securities Capital increase with PSR (2) through issuance of shares or securities €8.6 million €900 million 26 months 26 months 14/04/2011 19 Capital increase through incorporation of issuance premiums, profits or reserves €400 million 26 months 26 months 14/04/2011 20 Capital increase without PSR (2) through issuance of shares or securities by public offer €4.3 million €900 million 26 months 26 months 14/04/2011 21 Capital increase without PSR (2) through issuance of shares or securities in connection with a private placement €4.3 million 900 million 26 months 26 months 14/04/2011 22 Increase in the number of securities to be issued in the event of a capital increase with or without PSR (2) 15% of the initial issue 26 months 26 months 14/04/2011 23 Setting of issue price, without PSR (2) , of shares or securities 10% of capital 26 months 26 months 14/04/2011 24 Capital increase intended to remunerate in-kind contributions made up of the securities of a company or securities giving access to capital 10% of capital €900 million 26 months 26 months 14/04/2011 25 Capital increase without PSR (2) to remunerate securities tendered as part of a public exchange offer €4.3 million 26 months 26 months 14/04/2011 26 Issues reserved for employees and senior managers Grants of options to subscribe to and/or purchase shares 3% of capital 38 months 38 months 14/04/2011 28 Free allotment of existing shares or shares to be issued in the future 3% of capital 38 months 38 months 14/04/2011 29 Capital increase reserved for employees or corporate officers participating in a company savings scheme (PEE) 2% of capital 26 months 26 months 14/04/2011 30 (1) As from the vote of the AGM of April 14, 2011. (2) PSR: preferential subscription rights. The overall ceiling on ﬁ nancial delegations is €8.6 million, i.e. 20% of the company’s capital at April 14, 2011. Alongside this overall ceiling, a sub-ceiling of €4.3 million, or 10% of the capital at April 14, 2011, is applicable and is shared with other issues depending on the type of transactions planned. These possibilities are limited by the overall ceiling. The maximum nominal amount of debt securities may be issued under the authorisations would be to give €900 million. The following amounts will be deducted from the sub-ceiling: pissues without preferential subscription rights (21 st   resolution for public offers and 22 nd  resolution for private placements); p additional issues by application of the green-shoe clause, if the issue is organised without subscription rights (23 rd  resolution); p issues for in-kind contributions (25 th  resolution); p issues for contributions of shares (26 th  resolution). A common overall ceiling equal to 3% of the share capital is provided for in the 28 th and 29 th  resolutions.]]></page>
	<page id="228"><![CDATA[REGISTRATION DOCUMENT 2010 226 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Capital 6.3.5 Potential capital If all the options granted were to be exercised, the share capital of TF1 would increase by 4,558,897 shares, to comprise 217,969,389 shares after this gross dilution. There is no other form of potential capital. Options remaining valid appear in chapter 2, note 2.3.2, page 70 of this registration document. CHANGE IN CAPITAL AS OF 2010, DECEMBER 31 Date   Change in capital over the last five years   Number of shares Increase / decrease in capital (in euros) Total share capital after increase (in euros) New shares outstanding Nominal Premium From 22/02/2006 to 19/05/2006 certified on 22/05/2006 Exercise of share options in plan no. 4 (€23.27) 382,000 76,400 8,812,740 42,889,826 214,449,129 Exercise of share options in plan no. 7 (€20.20) 15,000 3,000 300,000 22/05/2006 Cancellation of shares bought by the company -200,000 -40,000 - 42,849,826 214,249,129 From 05/07/2006 to 20/09/2006 certified on 21/11/2006 Exercise of share options in plan no. 4 (€23.27) 1,731,000 346,200 39,934,170 43,196,026 215,980,129 21/11/2006 Cancellation of shares bought by the company -1,928,000 -385,600 - 42,810,426 214,052,129 From 22/11/2006 to 31/12/2006 Exercise of share options in plan no. 7 (€20.20) 70,000 14,000 1,400,000 42,824,426 214,122,129 20/02/2007 Cancellation of shares bought by the company -251,537 -50,307 - 42,774,118 213,870,592 From 24/01/2007 to 16/07/2007 Exercise of share options in plan no. 7 (€20.20) 339,900 67,980 6,798,000 42,862,098 214,310,492 Exercise of share options in plan no. 7 (€21.26) (1) 100,000 20,000 2,106,000 12/11/2007 Cancellation of shares bought by the company -900,000 -180,000 - 42,682,098 213,410,492 (1) The 5% discount was not applied to stock options awarded to executive directors. 6.3.6 Change in capital over the last ﬁ ve years]]></page>
	<page id="229"><![CDATA[REGISTRATION DOCUMENT 2010 227 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Ownership structure 6.4 OWNERSHIP STRUCTURE 6.4.1 Description of TF1 shares TF1, as issuing company, manages its own registrar and paying agent services. 6.4.2 Shareholders’ agreements TF1 has signed several shareholders agreements, the most signiﬁ cant of which is reviewed below. SHAREHOLDERS’ AGREEMENTS WITH GROUPE AB – JUNE 11, 2010 Since 2007, the TF1 group had held a 33.5% interest in the AB Group, which in turn held investments including a 40% interest in TMC and a 100% interest in NT1. TF1 also held a 40% direct interest in TMC, acquired in 2005. On June 11, 2010, TF1 and the AB Group ﬁ nalized the implementation of the agreement signed on June 10, 2009, as a result of which TF1 acquired from the other AB Group shareholders their remaining 66.5% stake in the AB Group’s 40% interest in TMC and the 100% interest in NT1 held by the AB Group, for a total price of €194.9 million. As a result, the TMC and NT1 channels have been fully consolidated by the TF1 group since July 1, 2010. TF1 has retained the same interest in the other activities of the AB Group (33.5%) as it held prior to this transaction; this interest is valued at €155 million. The AB Group management team (Port Noir Investment) has been granted a call option over this interest, exercisable at any time during a two-year period starting June 11, 2010 at a price of €155 million. TF1, Port Noir Investment and Claude Berda signed a agreement on their shareholding in the newly formed company Groupe AB. The salient points of agreement are as follows: p TF1 is entitled to appoint a number of members to Groupe AB’s Boards that is proportional to its holding, i.e. one-third of the members; p TF1 has a pre-emptive right in the event of disposal of Groupe AB’s assets or key business rights or of any ownership interests that the company might sell; p TF1 has a joint right of disposal, notably if the controlling interest in Groupe AB is sold. 6.4.3 Action in concert There is no concerted action to report relative to TF1.]]></page>
	<page id="230"><![CDATA[REGISTRATION DOCUMENT 2010 228 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Ownership structure 6.4.4 Shareholders and ownership structure EVOLUTION OF SHARE OWNERSHIP STRUCTURE To the best knowledge of the Board of Directors, the company’s share ownership is broken down as follows: December 31, 2010 December 31, 2009 December 31, 2008 Number of shares % of capital % of voting rights Number of shares % of capital % of voting rights Number of shares % of capital % of voting rights Bouygues 91,946,297 43.1% 43.1% 91,806,565 43.0% 43.0% 91,806,565 43.0% 43.0% Treasury shares 14,625 0.01% - 14,625 0.01% - 14,625 0.01% - TF1 employees 12,149,695 5.7% 5.7% 11,466,260 5.4% 5.4% 9,174,435 4.3% 4.3% via the FCPE TF1 fund (1) 12,025,780 5.6% 5.6% 11,341,320 5.3% 5.3% 9,045,380 4.2% 4.2% as registered shares 123,915 0.1% 0.1% 124,940 0.1% 0.1% 129,055 0.1% 0.1% Free float – France (2)(3) 34,833,010 16.3% 16.3% 37,348,254 17.5% 17.5% 44,763,959 21.0% 21.0% Free float – rest of world (3) 74,466,865 34.9% 34.9% 72,774,788 34.1% 34.1% 67,650,908 31.7% 31.7% TOTAL 213,410,492 100.0% 100.0% 213,410,492 100.0% 100.0% 213,410,492 100.0% 100.0% (1) Employee shareholders members of the company savings scheme. The FCPE TF1 Shares Supervisory Board exercises the voting rights attached to the securities in the portfolio and decides how many securities to include in the case of a public share issue. (2) Including non-identified holders. (3) Estimates by Euroclear. The number of shareholders is estimated at more than 100,000. There are no double voting rights. To the best knowledge of the company, there are no TF1 shares pledged and TF1 has pledged none of its subsidiaries’ shares. To the best knowledge of the company, there has been no material change in the ownership structure since December 31, 2009. The 14,625 treasury shares as of December 31, 2010 were acquired following a forward purchase of 191,025 TF1 shares made on March 22, 2006 at a unit price of €25.76, to cover the allocation decided in 2006 of free TF1 shares. The control structure of the company is described above. However, the company considers that there is no risk of abuse of control. The company refers to the recommendations of the Code of Corporate Governance published in December 2008 by AFEP and MEDEF. These recommendations have been incorporated into the Board’s rules of procedure.]]></page>
	<page id="231"><![CDATA[REGISTRATION DOCUMENT 2010 229 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Ownership structure MAJOR HOLDING NOTIFICATIONS Major holding notiﬁ cations made by listed intermediaries or fund managers brought to the notice of the AMF in 2010 were as follows: Date of notification Date of operation Listed intermediary or fund manager Statutory or legal threshold Change in shareholding Number of shares % of capital Total number of votes % of total votes 18/01/2010 15/01/2010 DNCA Finance / Leonardo Asset Management 2% Down 4,208,000 1.97% 4,208,000 1.97% 02/02/2010 29/01/2010 UBS AG 1% Up 2,228,463 1.04% 2,228,463 1.04% 02/02/2010 29/01/2010 Natixis Asset Management 0.5% Up 1,085,275 0.51% 1,085,275 0.51% 11/02/2010 03/02/2010 Natixis Asset Management 0.5% Down 1,062,302 0.498% 1,062,302 0.498% 03/03/2010 02/03/2010 Orbis Investment Management Limited 3% Up 6,409,207 3.00% 6,409,207 3.00% 12/03/2010 11/03/2010 Orbis Investment Management Limited 3% Down 6,373,360 2.99% 6,373,360 2.99% 04/05/2010 30/04/2010 UBS AG 1% Down 2,133,621 1.00% 2,133,621 1.00% 05/05/2010 03/05/2010 UBS AG 1% Up 2,735,866 1.28% 2,735,866 1.28% 19/05/2010 19/05/2010 Artisan partners 2% Down 3,684,617 1.73% 3,684,617 1.73% 09/06/2010 07/06/2010 UBS AG 1% Down 2,034,668 0.95% 2,034,668 0.95% 03/11/2010 28/01/2010 Manning &amp;amp; Napier 5% Up 10,891,252 5.10% 10,197,882 4.78% 23/11/2010 09/02/2010 Manning &amp;amp; Napier 5% Up 10,689,890 5.01% 10,689,890 5.01% 23/11/2010 18/11/2010 Manning &amp;amp; Napier 5% Up 15,393,656 7.21% 15,393,656 7.21% 24/11/2010 23/11/2010 Amundi Asset Management 1% Up 2,219,668 1.04% 2,219,668 1.04% To the best knowledge of the company, there are no shareholders other than Bouygues, Société Générale Asset Management (FCPE TF1), Manning &amp;amp; Napier and Harris Associates L.P. holding more than 5% of the capital or voting rights. Société Générale Asset Management held 5.6% of the capital at December 31, 2010; it manages the FCPE TF1 scheme. On February 3, 2011, Harris Associates L.P., which acts on behalf of funds and customers to which it provides management services, has declared that it reached the 10% threshold of TF1 capital and of voting rights the February 1, 2011. Harris Associates L.P. declared it hold on behalf of this funds 20,765,100 TF1 shares which represent 9.73% of capital and voting rights.]]></page>
	<page id="232"><![CDATA[REGISTRATION DOCUMENT 2010 230 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Stock market information 6.5 STOCK MARKET INFORMATION 6.5.1 Description of TF1 shares TF1 shares are quoted on Euronext Paris, compartment A. ISIN Code: FR0000054900, CFI: ESVUFB, ICB: 5553 – Audiovisual and entertainment, Mnemo: TFI. At December 31, 2010, TF1 shares were included in the following stock market indices: SBF 80, Dow Jones EURO STOXX ® , CAC Média and Euronext 100. TF1 shares are also included in the following Environmental, Social and Governance (ESG) indices: ASPI Eurozone®, FTSE4Good, Euronext FAS IAS, Ethibel PIONEER and Ethibel EXCELLENCE Investment Registers. There is currently no request for admission to another stock exchange. 6.5.2 Price and volumes At December 31, 2010, TF1 closed at €13.00, a year-on-year gain of 1%, compared with a 3% decrease for the CAC 40 index and a ﬂ at growth for the SBF120. Media indices were stable over 2010, with the EURO STOXX ® Media and the CAC Media putting on 4% and 6%. In 2010 daily turnover of TF1 shares amounted to an average of 681,574 shares, or 22% lower than 2009. On February 18, 2010, 2,238,345 shares were exchanged, which was the highest level reached during the period in question. The stock market capitalisation of the TF1 group was €2.8 billion on December  31, 2010. PER (based on 2010 net income excluding net non-current operating income) was 19 compared with 24 at December 31, 2009. TF1 (ISIN Code: FR0000054900) share price and transaction volumes over the year: Month Highest (1) Lowest (1) Last Number of shares exchanged (2) Capitalisation (3) (€ million) Euros Euros Euros January 14.2 12.4 12.5 14,315,600 2,671 February 13.3 11.4 11.8 16,728,465 2,513 March 14.0 11.8 13.7 15,796,791 2,931 April 14.7 13.2 14.0 16,680,798 2,989 May 14.3 10.7 11.7 20,890,470 2,489 June 12.6 10.6 10.8 17,361,383 2,299 July 12.8 10.2 12.2 15,345,546 2,605 August 13.1 11.2 11.7 11,117,378 2,496 September 12.6 11.4 11.4 11,313,940 2,437 October 11.9 11.0 11.7 9,790,425 2,502 November 13.1 11.2 11.2 14,704,921 2,391 December 13.5 11.2 13.0 11,800,363 2,774 Source: NYSE Euronext. (1) The highest and lowest prices quoted refer to extreme values achieved during the session. (2) Volumes exchanged refer to transactions taking place on NYSE Euronext. (3) Calculation based on last price of the month multiplied by the number of shares reported at the end of the month..]]></page>
	<page id="233"><![CDATA[REGISTRATION DOCUMENT 2010 231 INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 6 Stock market information 6.5.3 Dividends and returns No interim dividends were paid out of 2010 proﬁ ts. Dividends are available to shareholders from their date of payment, either at TF1 for registered shares or at ﬁ nancial institutions for managed registered shares and bearer shares. Dividends that are not claimed within ﬁ ve years are remitted to the government. Year Number of share as of December 31 Dividends (1) paid in the business year (in euros) Paid Stock market price (1) (in euros) Closing price Gross return based on last price Net Overall amount Highest Lowest Last 2006 214,122,129 0.85 0.85 May 02, 2007 29.1 23.3 28.1 3.0% 2007 213,410,492 0.85 0.85 April 30, 2008 28.5 17.5 18.3 4.6% 2008 213,410,492 0.47 0.47 April 27, 2009 19.2 9.1 10.4 4.5% 2009 213,410,492 0.43 0.43 May 03, 2010 12.9 5.2 12.9 3.3% 2010 213,410,492 0.55 (1) 0.55 (1) April 26, 2011 14.6 10.2 13.0 4.2% (1) Dividends submitted to General Meeting for approval on April 14, 2011.]]></page>
	<page id="234"><![CDATA[REGISTRATION DOCUMENT 2010 232]]></page>
	<page id="235"><![CDATA[REGISTRATION DOCUMENT 2010 233 7.1 GENERAL MEETING TAKING PART IN THE COMBINED ANNUAL GENERAL MEETING OF APRIL 14, 2011 234 7.2 AGENDA 236 7.3 REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE COMBINED ANNUAL GENERAL MEETING 237 7.4 PRESENTATION OF DRAFT RESOLUTIONS 243 GENERAL MEETING 7]]></page>
	<page id="236"><![CDATA[REGISTRATION DOCUMENT 2010 234 GENERAL MEETING 7 General Meeting taking part in the Combined annual General Meeting of April 14, 2011 7.1 GENERAL MEETING TAKING PART IN THE COMBINED ANNUAL GENERAL MEETING OF APRIL 14, 2011 All shareholders may participate in General Meetings, irrespective of the number of shares they own. FORMALITIES TO BE COMPLETED BEFORE PARTICIPATING IN GENERAL MEETINGS Shareholders wishing to attend the Meeting, be represented at it or vote by mail must proceed as follows: p holders of registered shares must be entered in the shareholders’ register of the company no later than midnight (CET), Monday, April 11, 2011; p holders of bearer shares must arrange for the authorised intermediary who manages their share account to provide a certiﬁ cate of participation showing that their shares have been recorded or book- entered no later than midnight (CET), Monday April 11, 2011. Only shareholders that can prove they were shareholders at midnight (CET) on Monday April 11, 2011 may participate in the Meeting. PARTICIPATION IN THE GENERAL MEETING No arrangements have been made for voting via electronic telecommunication media at this Meeting. Accordingly, none of the sites provided for in Article R. 225-61 of the Commercial Code will be set up for this purpose. In accordance with Article R. 225-85 of the Commercial Code, when a shareholder has already voted remotely, sent a proxy, requested an admission card or an attendance certiﬁ cate to attend the General Meeting, he or she may not choose another method of participation thereafter. p Shareholders wishing to attend the Meeting can request an admission card as follows: −holders of registered shares should request the admission card from TF1 – Service Titres - c/o Bouygues – 32 avenue Hoche – 75008 Paris (Tel: +33 (0)1.44.20.11.07 - fax: +33 (0)1.44.20.12.42); − holders of bearer shares should ask the authorised intermediary who manages their share account to see that TF1 sends them the admission card on the basis of the certiﬁ cate of participation that has been issued. Any holder of bearer shares who has not received the admission card can have the certiﬁ cate of participation issued directly by the authorised intermediary who manages their share account. p Shareholders who do not plan to attend in person but wish to vote by mail should proceeds as follows: −holders of registered shares should return the proxy  / correspondence form sent to them with the invitation to TF1 – Service Titres – c/o Bouygues – 32 avenue Hoche – 75008 Paris; −holders of bearer shares should ask the authorised intermediary who manages their share account to provide the proxy / correspondence form and return it together with the participation certiﬁ cate to TF1 - Service Titres – c/o Bouygues – 32 avenue Hoche – 75008 Paris. Forms for voting by correspondence must be received by TF1 - Service Titres – c/o Bouygues – 32 avenue Hoche – 75008 Paris, no later than midnight (CET), Monday, April 11, 2011. p Shareholders who do not plan to attend in person but wish to be represented should proceeds as follows: −holders of registered shares should send in the proxy / correspondence form, which will be sent to them with the notice of Meeting, to TF1 – Service Titres – c/o Bouygues – 32 avenue Hoche – 75008 Paris; −holders of bearer shares should ask the authorised intermediary who manages their share account to provide the proxy / correspondence form and return it together with the participation certiﬁ cate to TF1 – Service Titres – c/o Bouygues – 32 avenue Hoche – 75008 Paris. Shareholders may be represented by giving a proxy to the Chairman, their spouse or civil union partner, another shareholder or any other legal or natural person of their choice, as set forth in Article L. 225-106 of the Commercial Code; they may also give a proxy with the name left blank. Note that in the case of a blank proxy, the Chairman of the General Meeting will vote in favour of the draft resolutions submitted or authorised by the Board of Directors and against all other draft resolutions. In accordance with Article R.  225-79 of the Commercial Code, shareholders must sign the proxy voting form, which may be sent electronically, where applicable, in the following manner: a scanned and signed copy of the form, stating the full name and address of the appointed proxy, must be sent as an email attachment to tf1mandatag2011@bouygues.com. Proxy voting forms that are unsigned will not be considered valid. Shareholder may cancel a proxy in writing, in the same way as they appointed the proxy, and send the cancellation to the company. To appoint a new proxy, the shareholder must ask either the company (for registered shareholders) or his or her ﬁ nancial intermediary (for bearer shareholders) to send a new proxy voting form indicating a change of proxy. To be valid, proxy appointments or cancellations sent electronically must be received no later than 3 pm CET on the day before the General Meeting, i.e. Wednesday April 13, 2011.]]></page>
	<page id="237"><![CDATA[REGISTRATION DOCUMENT 2010 235 GENERAL MEETING 7 General Meeting taking part in the Combined annual General Meeting of April 14, 2011 WRITTEN QUESTIONS In compliance with Article R.  225-84 of the Commercial Code, shareholders may submit questions in writing until midnight CET on the fourth business day before the General Meeting, i.e. Friday April 8, 2011. Questions must be sent to the Chairman of the Board of Directors at the registered ofﬁ ce of the company by registered letter with return receipt or by email to tf1questionecriteag2011@tf1.fr. Bearer shareholders must send a book-entry attestation along with their questions. DOCUMENTS PROVIDED TO SHAREHOLDERS The documents to be provided to shareholders in connection with the General Meeting are available at the registered ofﬁ ce of the company, in accordance with statutory and regulatory requirements. In addition, the documents to be presented at the General Meeting will be posted on the www.tf1ﬁ nance.com website at least 21 days before the Meeting date, in accordance with statutory and regulatory requirements.]]></page>
	<page id="238"><![CDATA[REGISTRATION DOCUMENT 2010 236 GENERAL MEETING 7 Agenda 7.2 AGENDA WITHIN THE AUTHORITY OF THE ORDINARY GENERAL MEETING p Board of Directors’ reports and Statutory Auditors’ reports; p Approval of the 2010 company accounts and approval of the 2010 consolidated accounts; discharge to the Directors; p Approval of regulated agreements and commitments stipulated in Article L.225-38 of the Commercial Code; p Appropriation and distibution of earnings; p Ratiﬁ cation of the appointment of Laurence Danon as Director; p Renewal of the term of ofﬁ ce of Patricia Barbizet, Claude Berda, Martin Bouygues, Olivier Bouygues, Laurence Danon, Nonce Paolini, Gilles Pélisson and of Bouygues company and Société Française de Participation et de Gestion – SFPG company, as a Director; p Appointment of KPMG Audit IS as principal auditor; p Appointment of KPMG Audit ID as alternate auditor; p Authorisation to the Board of Directors to buy back the own shares of the company. WITHIN THE AUTHORITY OF THE EXTRAORDINARY GENERAL MEETING p Board of Directors’ reports and statutory auditors’ reports; p Authorisation to the Board of Directors to reduce share capital by cancelling shares held by the company; p Delegation of powers to the Board of Directors to increase the share capital with preferential subscription rights for existing shareholders, by issuing shares or securities giving access to shares of the company; p Delegation of powers to the Board of Directors to increase the share capital by the incorporation of premiums, reserves or earnings; p Delegation of powers to the Board of Directors to increase share capital without preferential subscription rights for existing shareholders by public offer; p Delegation of powers to the Board of Directors to increase share capital without preferential subscription rights through an offer addressed solely to persons providing the investment service management portfolio on behalf of others, to investors qualiﬁ ed or a restricted circle of investors within the meaning subsection II of Article L. 411-2 of the Monetary Code and Finance (private investment); p Authorisation to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without preferential subscription rights for existing shareholders; p Authorisation to the Board of Directors to set the price, without preferential subscription rights, for immediate or future public issues of equity securities or issues falling within the scope of paragraph II, Article L. 411-2 of the Monetary and Financial Code, without preferential subscription rights for existing shareholders; p Delegation of powers to the Board of Directors to carry out a capital increase as consideration for contributions in kind consisting of a company’s shares or securities giving access to capital; p Delegation of powers to the Board of Directors to increase the share capital, without preferential subscription rights for existing shareholders, as consideration for securities tendered to a public exchange offer; p Global limitation of the ﬁ nancial authorizations; p Authorisation given to the Board of Directors to grant options to subscribe to and/or purchase shares; p Authorisation to the Board of Directors to proceed with the free allotment of new or existing shares; p Delegation of powers to the Board of Directors to carry out a capital increase for the beneﬁ t of employees or ofﬁ cers of the company or associated companies who are members of a company savings scheme; p Powers to carry out formalities.]]></page>
	<page id="239"><![CDATA[REGISTRATION DOCUMENT 2010 237 GENERAL MEETING 7 Report of the Board of Directors on the resolutions submitted to the Combined annual General Meeting 7.3 REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE COMBINED ANNUAL GENERAL MEETING To the shareholders, This report is part of the management report of the Board of Directors for the General Meeting of April 14, 2011. RESULTS FOR THE YEAR The consolidated and individual ﬁ nancial statements are included in this registration document and annual ﬁ nancial report (chapter 4, page 113). INFORMATION ON THE CAPITAL See chapter 6, page 221 of this registration document and annual ﬁ nancial report. ACQUISITION AND DISPOSAL OF HOLDINGS See chapter 6, page 109 of this registration document and annual ﬁ nancial report. RESOLUTIONS SUBMITTED BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING – ORDINARY BUSINESS Your Statutory Auditors will provide you with their reports on the accounts for 2010 and on agreements and commitments relative to Article L. 225-38 of the Commercial Code; In the resolutions that are submitted to you, we propose that you: p approve the individual and consolidated ﬁ nancial statements for 2010; p discharge the Board of Directors; p appropriate and distribute the proﬁ ts for the year; In the resolutions submitted for your approval, we are asking you to approve the individual ﬁ nancial statements and the consolidated ﬁ nancial statements for the year ended December 31, 2010, and (having noted the existence of distributable proﬁ ts of €407,887,977.73, comprising net proﬁ t for the period of €157,208,740.70 and retained earnings of €250,679,237.03) to appropriate this sum as follows, as proposed by the Board of Directors: − distribution of a cash dividend of €117,375,770.60 (i.e. a dividend of €0.55 per €0.20 par value share), − the balance of €290,512,207.13 to be carried forward as retained earnings. The ex-date of the dividend on the Euronext Paris market will be April 19, 2011. The date of record ( i.e. the day at the end of which the post-settlement positions entitled to the dividend are determined) will be April 21, 2011. The payment date of the dividend will be April 26, 2011. In accordance with Article 158.3.2 of the French General Tax Code, this dividend is fully eligible for the 40% relief available to individuals tax- resident in France. We would remind you that individuals tax-resident in France whose dividend income is eligible for this relief may elect to have these revenues taxed at the ﬂ at rate of 19% speciﬁ ed in Article 117 quater of the French General Tax Code. This election must be made each time a dividend is received, is irrevocable, and cannot be made retrospectively. We are also asking for your authority to transfer to retained earnings the amount of dividend accruing to any of its own shares that TF1 may hold, in accordance with Article L. 225-210 of the French Commercial Code. The amount of dividend distributed in respect of the three previous ﬁ nancial years was as follows: Year ended Net dividend per share Tax relief (1) December 31, 2007 €0.85 yes December 31, 2008 €0.47 yes December 31, 2009 €0.43 yes (1) Eligible for the 40% tax relief available to individuals tax-resident in France under Article 158.3.2 of the French General Tax Code. p agreements and commitments referred to in Article L. 225-38 of the Commercial Code, mentioned in the special report of the Statutory Auditors; This resolution concerns, having read the special report of the auditors on agreements and commitments referred to in Articles L. 225-38 of the Commercial Code, approve the agreements and commitments, excluding routine operations, decided by the Board and in particular those entered between the company and other companies with her Directors or ofﬁ cers in common, or between the company and shareholders owning more than 10% of capital. The special report of the auditors mentioned in particular the agreements and commitments approved during the previous General Meeting, whose performance continued in ﬁ scal 2010. The related-party agreements between TF1 and its subsidiaries, described in the Statutory Auditors’ report on such agreements, relate to: − permanent access by the subsidiaries to TF1 corporate functions (General Counsel’s ofﬁ ce, Corporate Affairs, Legal, Internal Communication, Research &amp;amp; Statistics, Financial Control, etc.). Access to these functions is invoiced to each subsidiary in proportion to its headcount and individual-company revenues. The total amount invoiced for the year ended December 31, 2010 was €11.1 million. Additional services provided on request are invoiced on an arm’s length basis;]]></page>
	<page id="240"><![CDATA[REGISTRATION DOCUMENT 2010 238 GENERAL MEETING 7 Report of the Board of Directors on the resolutions submitted to the Combined annual General Meeting − under an agreement dated October 12, 2005, LCI may in the event of a major breaking news story switch its output to the TF1 channel so as to provide immediate news coverage. In 2010, LCI received an annual ﬁ xed fee of €5.0 million; − the other agreements (mainly business management leases) are described in the Statutory Auditors’ report. The related-party agreements between TF1 and Bouygues, as described in the Statutory Auditors’ report on such agreements, cover: − access by TF1 to Bouygues corporate functions. In 2010, Bouygues invoiced TF1 a total of €3.5  million for corporate services, equivalent to 0.13% of the total revenue generated by the TF1 group (versus €3.4 million and 0.14% of total revenue for 2009). Bouygues provides the various companies in the Bouygues Group with expert services in a variety of ﬁ elds such as ﬁ nance, legal, human resources, administration, information systems and new technologies... TF1 has a contractual right to call upon these services in response to issues as and when they arise, in accordance with the terms of an agreement approved annually by the Board of Directors. TF1 can consult Bouygues Group experts at any time in areas where they have limited in-house expertise. For example, TF1 does not have an in-house insurance law specialist, and so consults the Bouygues Insurance Department when it needs a new policy. The same applies to information systems audit. As well as providing advice and assistance on request, the Bouygues Group corporate functions co-ordinate activities within their areas of expertise, in particular by arranging meetings at which specialists can exchange views, discuss technical issues and familiarise themselves with new developments; examples include contract law and accounting standards. The actual cost of these shared corporate functions is recharged to TF1 using a formula tailored to the nature of the service: the ratio of TF1 headcount to total Bouygues Group headcount for human resources, long-term capital for ﬁ nancial matters, and revenue for all other functions. − the other agreements with Bouygues (institutional communication campaign, use of executive jets, and the top-up executive retirement beneﬁ t plan) are described in the Statutory Auditors’ report. The special report of the auditors mentioned too a new agreement. The agreement provides for use granted to TF1 by the “32 avenue Hoche” joint venture of function and meeting rooms located on the 1st ﬂ oor of 32 avenue Hoche, as well as for related services such as reception, computer facilities and secretarial services. For 2010, the joint venture received €12,718 (net of VAT) of consideration in this respect. p endorse the co-opting of Laurence Danon as a Director, executed by the Board of Directors at its Meeting on July 22, 2010, Laurence DANON. A graduate of École Normale Supérieure (Ulm) and of the Corps des Mines, Laurence Danon holds a teaching qualiﬁ cation in physics and a post-graduate diploma in organic chemistry. She began her career in 1984 at the French Ministry of Industry as head of the Industrial Development Division working in industry and research for the Picardy region. In 1987, she joined the Hydrocarbons Division of the Ministry of Industry, as head of the Exploration-Production department. In 1989, she joined the Elf group, where she exercised commercial responsibilities within the Polymers Division. In 1991, she became Director of the Industrial Specialties Division, and in 1994 Director of the Global Division of Functional Polymers. In 1996, she became CEO of Ato Findley Adhesives, which became Bostik following the merger with Total in 1999. Bostik is world no. 2 in adhesives. In 2001, she was appointed Chairman and CEO of Printemps. Following the successful sale of Printemps in October 2006, she left her job in February 2007. Laurence Danon then joined Edmond de Rothschild Corporate Finance in 2007, as member of the Executive Committee, and is now Chairman of the Executive Committee. Laurence Danon also chairs the “Prospective” (outlook) commission of the MEDEF. Information about Laurence Danon is given on page 46 of the registration document. p renew for two years the terms of ofﬁ ce as Directors of Patricia Barbizet, Claude Berda, Martin Bouygues, Olivier Bouygues, Laurence Danon, Nonce Paolini, Gilles Pélisson, Bouygues and SFPG- Société Française de Participation et de Gestion, which expire at the end of this Meeting. Patricia BARBIZET. A graduate of the École Supérieure de Commerce de Paris (ESCP) in 1976, Patricia Barbizet began her career with the Renault group as treasurer of Renault Véhicules Industriels, then Finance Director of Renault Crédit International. She joined the Pinault group in 1989 as Finance Director. She became Managing Director of Artémis in 1992, and of Financière Pinault in 2004. She was Chairman of the Supervisory Board of Pinault Printemps-Redoute to May 2005 and has been Vice Chairman of the Board of Directors of Pinault Printemps- Redoute since May 2005. Claude BERDA founded the independent record label AB Productions in 1977. In 1987 he decided to diversify into audiovisual production. His group quickly became market leader and added a new business: the distribution of TV programme rights. In 1996 Claude Berda ﬂ oated AB Group on the New York Stock Exchange to ﬁ nance growth in the new market for satellite-borne digital TV in France. He then positioned the Group to beneﬁ t from the creation of freeview Digital Terrestrial Television by founding NT1 in 2002 and acquiring TMC, alongside TF1, in 2005. In parallel, Claude Berda diversiﬁ ed his wealth management business, moving into real estate. In 2007 he sold 33.5% of AB Group to TF1. In 2010 he ﬁ nalised an agreement for the sale of NT1 and TMC to TF1, thus refocusing AB Group on its catalogue and pay-TV channels.]]></page>
	<page id="241"><![CDATA[REGISTRATION DOCUMENT 2010 239 GENERAL MEETING 7 Report of the Board of Directors on the resolutions submitted to the Combined annual General Meeting Martin BOUYGUES joined the Bouygues Group in 1974 as works supervisor. In 1978 he founded Maison Bouygues, a company specialising in the sale of catalogue single-family homes. A Director of Bouygues since 1982, Martin Bouygues was appointed Vice Chairman in 1987. On September 5, 1989 he succeeded Francis Bouygues as Chairman and CEO of Bouygues. Under his direction, the Group pursued its development in construction and the media (TF1), and launched Bouygues Telecom in 1996. In 2006 Bouygues acquired a stake in Alstom and thus positioned itself in two new high-growth business lines: transportation and energy. Olivier BOUYGUES. A graduate of the École Nationale Supérieure du Pétrole (ENSPM), Olivier Bouygues joined the Bouygues Group in 1974. He began his career in the Group’s civil works branch. From 1983 to 1988, at Bouygues Offshore, he held the posts of Director of Boscam, a Cameroon subsidiary, and then Director of Works in France and the Special Projects Division. From 1988 to 1992, he was Chairman and CEO of Maison Bouygues. In 1992, he became group Executive Vice President of Utilities Management, combining the French and international activities of Saur. Olivier Bouygues was appointed Deputy CEO of Bouygues in 2002. Laurence DANON (See ﬁ fth resolution) Nonce PAOLINI holds a Master of Arts degree and is a graduate of Sciences Po Paris (1972). He began his career at EDF-GDF, where he worked ﬁ rst in operational positions (customer relations / sales), and then in senior management (organisation, training, human resources, corporate communications). He joined the Bouygues Group in 1988 as Human Resources Development Director, and became the Group Corporate Communications Director in 1990. He joined TF1 in 1993 as Human Resources Director, and became Deputy CEO of the TF1 group in 1999. In January 2002 he was appointed Senior Vice President of Bouygues Telecom in charge of sales and marketing, customer relations, and human resources. He became Deputy CEO in April 2004 and Director in April 2005. SFPG – Société Française de Participation et de Gestion Director, represented by Olivier ROUSSAT. A graduate of INSA in Lyon, Olivier Roussat began his career in 1988 at IBM, where he occupied a number of positions in data network services, service delivery, and pre-sales. He joined Bouygues Telecom in 1995 to set up the network management centre and network processes. He then became head of network operations and telecoms and IT service delivery. In May 2003 he was appointed network manager and became a member of the Executive Committee. In January  2007 Olivier Roussat took charge of the performance and technology unit which combines Bouygues Telecom’s cross-functional technical and IT Departments, including networks, information systems, process engineering, purchasing, corporate services and property development. He has also been responsible for Bouygues Telecom’s new headquarters and technical centre. Olivier Roussat became Deputy Chief Executive Ofﬁ cer on February 20, 2007. He was appointed Chief Executive Ofﬁ cer on November 29, 2007. BOUYGUES, Director, represented by Philippe MARIEN. A graduate of École des Hautes Études Commerciales (HEC), Philippe Marien joined the Bouygues Group in 1980 as international ﬁ nance manager. He was special advisor in 1984 for the takeover of the AMREP oil services group before being named Finance Director of Technigaz, a liqueﬁ ed gas engineering contractor, in 1985. In 1986 he joined the Group’s Finance Division to take responsibility for the ﬁ nancial aspects of the takeover of Screg. He was successively head of ﬁ nance and cash management of Screg in 1987 and Finance Director of Bouygues Offshore in 1991. He was appointed Senior Vice President for Finance and Administration of Bouygues Offshore in 1998, before moving to Bouygues Bâtiment in 2000 as Chief Financial Ofﬁ cer. In March 2003 Philippe Marien became Chief Financial Ofﬁ cer of the Saur Group. He managed the sale of Saur by Bouygues to PAI partners, then by PAI partners to a new group of shareholders led by Caisse des Dépôts et Consignations. He was named Chief Financial Ofﬁ cer of the Bouygues Group in September 2007. On February 18, 2009 Philippe Marien was appointed Chairman of Bouygues Telecom’s Board of Directors, replacing Philippe Montagner. Gilles PÉLISSON, Graduate of ESSEC and holder of an MBA from the Harvard Business School, Gilles Pélisson started his career in 1983 with the Accor Group, ﬁ rst in the United States and then in Asia-Paciﬁ c. At Accor he served as the co-Chairman of the Novotel hotel chain. He was named CEO of Euro Disney in 1995 and Chairman and CEO in 1997. He moved to the Suez Group in 2000 and then to Bouygues Telecom, where he served as CEO before being appointed as Chairman and CEO (a position he held from February 2004 to October 2005). He was appointed CEO of Accor in January 2006, then Chairman and CEO up to December 2010. Patricia BARBIZET, Laurence DANON and Gilles PÉLISSON qualify as independent with regard to the criteria set forth in the AFEP / MEDEF Code of Corporate Governance. After renewing the terms of ofﬁ ce as proposed in these resolutions, three of the 12 members of your Board will be independent. These renewals are valid for two years, that is to say until the General Meeting called in 2013 to approve the ﬁ nancial statements for the year ending December 31, 2012. A summary of the information concerning the Directors is shown on page 44 et seq. of the registration document. p appoint KPMG Audit IS S.A.S and KPMG Audit ID S.A as principal and alternate Statutory Auditors, respectively, to replace KPMG and Bertrand Vialatte, for six ﬁ nancial years, that us to say until the General Meeting called to approve the ﬁ nancial for 2016. The fees paid to the Statutory Auditors by TF1 and its subsidiaries are shown in chapter 4 of this registration document and annual ﬁ nancial report, and in note  35 to the consolidated ﬁ nancial statements, page 169. p authorise a share buyback programme allowing your company to purchase its own shares on the stock market.]]></page>
	<page id="242"><![CDATA[REGISTRATION DOCUMENT 2010 240 GENERAL MEETING 7 Report of the Board of Directors on the resolutions submitted to the Combined annual General Meeting This resolution permits the company to buy back its own shares, within the limits set by the shareholders and in accordance with law. It supersedes the authorisations given by the shareholders at previous General Meetings. Details of the programme submitted for approval: p securities concerned: shares; p maximum percentage of the capital authorised for repurchase: 10%; p maximum overall amount: €150 million; p maximum price per share: €25. Aims: p cancel shares under the conditions provided for by law, subject to authorisation from the Extraordinary General Meeting; p allocate shares to employees or corporate ofﬁ cers of the company or of related companies, in accordance with the requirements and procedures provided for by law, and particularly in connection with proﬁ t-sharing or stock option plans, or via company or intercompany savings schemes, or via the allotment of bonus shares; p ensure liquidity and make a market in the company’s shares, through an investment services provider operating within the framework of a liquidity agreement that complies with an AMF-recognised Code of Conduct; p hold shares and, as the case may be, use them as a means of payment or exchange in acquisitions; p hold shares and, as the case may be, allocate them following the exercise of rights attached to securities giving access to the company’s capital; p implement any market practice accepted by the AMF and, more generally, conduct any transaction that complies with current regulations. Duration: 18 months These transactions may be carried out at any time, except during a takeover bid, a public offer of exchange or a standing market offer for the company’s shares, and without using derivatives. Please note that, at December 31, 2010, the company: p had made no purchases under the previous programme, approved by the Combined Annual General Meeting of April 15, 2010; p held 14,625 of the 213,410,492 existing TF1 shares following a forward purchase to cover the 2006 plan to allot and deliver bonus shares to the plan’s beneﬁ ciaries; p did not have a liquidity contract in place with an investment services provider. RESOLUTIONS SUBMITTED BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING – EXTRAORDINARY BUSINESS The authorisations and delegations granted by the Combined Annual General Meetings of 2008, 2009 and 2010 all expire in 2011. These new delegations comply with standard practices and recommendations in terms of amounts, limits and duration. Some resolutions have been adjusted, i.e.: p the global authorisation limit on capital increases with or without preferential subscription rights has been further cut from 34% to 20% of capital; p for the allotment of bonus shares and options, the limit applicable to both resolutions has been reduced from 10% to 3% of capital. CAPITAL REDUCTION THROUGH CANCELLATION OF SHARES The purpose of this resolution is to authorise your Board of Directors to reduce the capital of the company, on one or more occasions and by up to 10% of the capital per 24-month period, by cancelling some or all of the shares acquired under the buyback programmes authorised by the General Meeting. This authorisation will be given for an 18-month period and replace the one given at the Combined Annual General Meeting of April 15, 2010, which was not used. The purposes of this programme, inter alia, are to purchase a number of shares equivalent to the number issued for employee-only capital increases, stock option plans and bonus share allotments for Group employees and managers. The company did not buy back any of its shares in 2010. TF1 has held 14,625 shares in treasury stock since April 1, 2008, following a forward purchase to cover the 2006 plan to allot and deliver bonus shares to the plan’s beneﬁ ciaries. As at February 16, 2011, treasury shares accounted for 0.00006% of the capital. Their portfolio value is €0.2 million and the market value of the portfolio is €0.1 million (based on the closing price at February 15, 2011, i.e. €14.41). FINANCIAL DELEGATIONS In past years the General Meeting has regularly given your Board of Directors the authorisations it needs to take opportunities that arise in ﬁ nancial markets and to trade on the best possible terms, depending on the company’s need for equity and being able to choose securities giving access to capital with our without preferential subscription rights for shareholders. The proposed resolutions terminate the existing delegations (given at the General Meetings of April 17, 2008, April 17, 2009 and April 15, 2010), which concern the issue, with our without preferential subscription rights, of all equity securities and securities giving immediate or future access to capital and which the Board did not use.]]></page>
	<page id="243"><![CDATA[REGISTRATION DOCUMENT 2010 241 GENERAL MEETING 7 Report of the Board of Directors on the resolutions submitted to the Combined annual General Meeting We ask you to renew the previous authorisations by delegating the authority of the General Meeting to the Board of Directors for a period of 26 months. The delegations provided for in these resolutions concern the issue of equity securities and securities giving immediate or future access to capital with our without preferential subscription rights. The policy of the Board of Directors is to give preference on principle to increases that maintain preferential subscription rights for shareholders. Nevertheless, it may be necessary to cancel these preferential subscription rights. In this case, the Board of Directors may nevertheless give priority to shareholders for subscribe subscription by way of pro rata entitlement, without reduction, or additional rights subject to reduction. In all cases where preferential subscription rights are maintained, in addition to their pro rata entitlement, an additional right will be granted so that holders of pre-existing shares may subscribe, subject to reduction, for a larger number of shares than they would otherwise be entitled to subscribe on a preferential basis, in proportion to the rights they hold and within the limit of their requests. Where preferential rights are eliminated, the Board of Directors may give shareholders the possibility of subscribing on a priority basis, with or without a reduction of their entitlement. The maximum nominal amount of immediate and / or deferred capital increases that can be made by virtue of authorisations granted is €8.6  million (20% of capital –  the “overall ceiling”) with preferential subscription rights (19 th   resolution) or €4.3  million (10% of capital –  “below the ceiling”) without preferential subscription rights. The maximum nominal amount of debt instruments that may be issued by virtue of authorisations granted is ﬁ xed at €900 million. The sub-ceiling is common to the following issues, depending on the type of transaction envisaged: p issues without preferential subscription rights (21 st  resolution for public offers and 22 nd  resolution for private placements); p additional issues by application of the green-shoe clause, if the issue is organised without subscription rights (23 rd  resolution); p issues for in-kind contributions (25 th  resolution); p issues for contributions of shares (26 th  resolution). The 20 th   resolution proposes to authorise your Board of Directors to increase the capital by capitalising reserves, proﬁ ts, premiums or other sums that may be capitalised up to a nominal €400 million. This ceiling is independent of and separate from the overall ceiling set in the 19 th  resolution. In accordance with law, the issue price of equity securities must be equal to or greater that the weighted average value during the three trading sessions before the price is set. However, it is proposed that your Board of Directors be allowed to waive the price-setting conditions provided for in the 21 st and 22 nd  resolutions by setting an issue price equivalent to the average of the prices observed during a maximum period of six months prior to the issue or an issue price equivalent to the volume-weighted average market price on the day before the issue (“1-day VWAP”) with a maximum discount of 10%. STOCK OPTIONS AND BONUS SHARES At the Combined Annual General Meetings on April 17, 2007 and 2008 you authorised your Board to proceed with a capital increase in one or more tranches for salaried members of staff or certain categories of employees and / or for corporate ofﬁ cers, both of TF1 and of companies and economic interest groupings related to it, by granting stock options or bonus shares in the company. The Board of Directors allotted no shares and granted no options in 2010. The 28 th and 29 th  resolutions relate to grants of option and allotments of bonus shares. For a period of 38 months your Board of Directors would be authorised to determine the Group’s overall remuneration policy and allow it to involve senior managers more closely in the proper functioning of the Group and its future, and allow them to share in the results of their efforts. There are also plans for a common ceiling set at 3% of the authorised capital. It should be noted that the options granted to the Chairman and CEO have been subject to performance criteria since 2009. A portion of the bonus shares provided for in the 2006 plan was also subject to performance criteria, which are applicable to all beneﬁ ciaries. At December 31, 2010, a total of 4,558,897 options were unexercised, around 2.1% of the capital at that date. The 28 th and 29 th  resolutions on options and bonus shares provide that: p the Board of Directors sets the conditions, notably the maximum ceiling, for options or shares allotted to the Executive Directors, as well as the performance criteria applicable to them; p the Board of Directors draws up a list or determines the categories of other beneﬁ ciaries of options or shares, and sets the criteria they must fulﬁ l. Furthermore, the 28 th  resolution rules out any discounts. Depending on the case, the subscription or purchase price of shares will be equal to or greater than the average share price over the 20 days prior to their allotment, or to the average price at which they are purchased by the company. EMPLOYEE SHARE OWNERSHIP The purpose of the 30 th  resolution is to authorise your Board of Directors for 26 months to proceed with capital increases capped at 2% of the capital and reserved for employees of the TF1 group who are members of the Group’s company savings scheme. The previous authorisation, which was given by the Combined Annual General Meeting of April 17, 2009 (25 th  resolution) and has not been used by the Board, expires in 2011. TF1 set up a company savings scheme for all Group employees in 1988.]]></page>
	<page id="244"><![CDATA[REGISTRATION DOCUMENT 2010 242 GENERAL MEETING 7 Report of the Board of Directors on the resolutions submitted to the Combined annual General Meeting 2,763 employees were members of the scheme at December 31, 2010, i.e. 78% of the employees of companies belonging to the scheme. Through the “FCPE TF1 Actions” scheme, employee shareholders owned 5.6% of the capital and voting rights. It should be noted that TF1 shares held by employees can be bought in the market, with no discount, by the company which manages FCPE TF1 Actions. If the Board of Directors is granted the delegation, it may decide to proceed with one or more subscriptions and would have the authority to: p determine the length-of-service conditions for employees entitled to beneﬁ t from subscription offers; p set the subscription dates; p set the subscription price for new shares, in accordance with Article L. 3332-19 of the Labour Code, for each issue; the price cannot be more than 20% lower than the average initial price quoted for the shares at the 20 trading sessions before the opening date of the subscription period set by the Board of Directors; p in general, decide upon all the other conditions and arrangements for the transaction. FILINGS AND FORMALITIES The purpose of the resolution is to allow all legal and administrative formalities, ﬁ lings and disclosures provided for by prevailing law to be carried out. The indications on the progress of social affairs, to be provided under the law, contained in the report of management that you received. In accordance with Articles  R.  225-114 and R.  225-115 of the Commercial Code, we inform you, below, the implications of emissions allowed on the situation of shareholders, in particular for their proportionate share of earnings and that of equity. We proceed on the consolidated ﬁ nancial statements December 31, 2010. To date, the equity per share after distribution of proﬁ t for the year, amounted to €5.98. The proposed programs will therefore have the effect of increasing shareholders’ equity per share if the average price over the period is higher at €5.98. For information, the average closing price of the action was for the month of January 2011, for €14.05. Earnings per share for ﬁ scal 2010 amounted to €0.65. We are not able to quantify the impact of permits and authorizations to issue the earnings per share. Indeed, the price and the amount of operations will not be known until the Board decides to use these delegations. You will please you vote on the resolutions on offer. The Board of Directors.]]></page>
	<page id="245"><![CDATA[REGISTRATION DOCUMENT 2010 243 GENERAL MEETING 7 Presentation of draft resolutions 7.4 PRESENTATION OF DRAFT RESOLUTIONS Ordinary General Meeting / Presentation of resolutions APPROVAL OF THE COMPANY ACCOUNTS AND OF THE CONSOLIDATED ACCOUNTS The ﬁ rst two resolutions submit for shareholders’ approval the statutory and consolidated ﬁ nancial statements of TF1 for 2010. FIRST RESOLUTION (Approval of the company accounts) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, having heard the Board of Directors’ reports, in particular the Board of Directors’ report on the activity and situation of the company for business year 2010, the attached report of the Chairman of the Board of Directors on the composition, preparatory conditions and organisation of the work of the Board and on the internal control and risk management procedures implemented by the company, the Statutory Auditors’ reports on the said year’s accounts and on the report of the Chairman of the Board of Directors, approves these reports and the annual accounts for the 2010 business year comprising the Balance Sheet, the Proﬁ t and Loss Account and the Notes to the Financial Statements as submitted, as well as the operations reﬂ ected in these accounts and summarised in these reports. The General Meeting approves the Directors’ management of the company for the 2010 business year. SECOND RESOLUTION (Approval of the consolidated accounts) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, having noted that the Board’s report on the Group is included in the Directors’ report and aware of the information contained in the Board’s reports, in particular the Board of Directors’ report on the activity and situation of the Group during business year 2010, and in the Statutory Auditors’ report on the consolidated accounts for the said business year, approves these reports together with the consolidated accounts for 2010 comprising the Balance Sheet, the Proﬁ t and Loss account and the notes to the ﬁ nancial statements as submitted to them, as well as the operations reﬂ ected in these accounts and summarised in these reports. APPROVAL OF REGULATED AGREEMENTS AND COMMITMENTS In this resolution we ask you, after having acquainted yourselves with the auditors’ special report on regulated agreements and commitments governed by Articles L. 225-38 et seq. of the Commercial Code, to approve those regulated agreements and commitments (excluding transactions falling within the ordinary course of business) between the company and the companies with which it has one or more Directors or executives in common, or between the company and shareholders with an interest of more than 10% in the company’s share capital. The special report of the auditors mentioned in particular the agreements and commitments approved during the previous General Meetings, whose performance continued in ﬁ scal 2010, and specially: p related-party agreements between TF1 and its subsidiaries; p related-party agreements between TF1 and Bouygues. THIRD RESOLUTION (Approval of regulated agreements and commitments) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, having noted the Statutory Auditors’ special report on the agreements covered by Articles L. 225-38 of the French Commercial Code, approves the said agreements and operations. APPROPRIATION OF EARNINGS The year ended December  31, 2010 ended in a distributable proﬁ ts of €407,887,977.73, comprising net proﬁ t for the period of €157,208,740.70 and retained earnings of €250,679,237.03. This resolution proposes an appropriation of the earnings for ﬁ scal year 2010 that allows a dividend of 0.55 euro per share and an allocation of the balance to retained earnings. The ex-date of the dividend on the Euronext Paris market will be April 19, 2011. The payment date of the dividend will be April 26, 2011. FOURTH RESOLUTION (Appropriation and distribution of proﬁ ts) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, having noted the existence of available proﬁ ts of €407,887,977.73, taking into account the net income for the period of €157,208,740.70 and retained earnings of €250,679,237.03, approves the following appropriation and distribution proposed by the Board of Directors: p distribution of a cash dividend of €117,375,770.60 (i.e., a dividend of €0.55 per share with a par value of €0.20); p appropriation of the balance to Retained Earnings €290,512,207.13.]]></page>
	<page id="246"><![CDATA[REGISTRATION DOCUMENT 2010 244 GENERAL MEETING 7 Presentation of draft resolutions The ex-dividend date for the EURONEXT PARIS market shall be April 19, 2011. The cut-off date for positions qualifying for payment shall be April 21, 2011. The dividend shall be paid in cash on April 26, 2011. The General Meeting notes that, in accordance with paragraph  2, section 3 of Article 158 of the General Tax Code, this dividend is entirely eligible for the 40% allowance provided for individuals domiciled in France for tax purposes. The General Meeting notes that it has been informed that persons domiciled in France for tax purposes, for whom dividends received are eligible for this treatment, have the option of subjecting this income to an 19% withholding tax in accordance with Article 117 quater of the General Tax Code; this option should be selected at the time of each payment. It is irrevocable and cannot be exercised post-payment. The General Meeting authorises the appropriation to Retained Earnings of the dividends arising on the TF1 shares that TF1 is authorised to hold as treasury shares, in accordance with Article 225-210 of the Code of Commerce. The General Meeting notes that the dividends distributed for the last three business years were as follows: Year ending: Dividend per share Allowance* 31/12/2007 €0.85 Yes 31/12/2008 €0.47 Yes 31/12/2009 €0.43 Yes * Dividend eligible for a 40% allowance for individuals domiciled in France for tax purposes, in accordance with Article 158.3.2 of the General Tax Code. RATIFICATION OF THE APPOINTMENT AS DIRECTOR The 5 th   resolution proposes the ratiﬁ cation of the appointment of Laurence DANON as Director made by the Board Meeting of July 22, 2010 replacing resigning Director Haïm SABAN. FIFTH RESOLUTION (Ratiﬁ cation of the appointment of Laurence DANON as Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, ratiﬁ es the appointment of Laurence DANON as Director made by the Board Meeting of July 22, 2010, replacing resigning Director Haïm SABAN. Her term of ofﬁ ce will be for the unexpired duration of the term of ofﬁ ce of his predecessor or until the close of the General Meeting called to approve the 2010 accounts. RENEWAL OF TERMS OF OFFICE OF DIRECTORS Resolutions six through fourteen deal with the renewal of terms of ofﬁ ce of the Directors of the company. You are being asked to renew the terms of ofﬁ ce of Mrs Patricia Barbizet, of Messrs Claude Berda, Martin BOUYGUES, Olivier BOUYGUES, of Mrs Laurence DANON, of Messrs Nonce PAOLINI, Gilles PELISSON and of BOUYGUES company and Société Française de Participation et de Gestion – SFPG company. SIXTH RESOLUTION (Renewal of the term of ofﬁ ce of Patricia BARBIZET as a Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, renews the term of ofﬁ ce of Patricia BARBIZET as a Director, which expires at the end of this Meeting, for a further two years. This term shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2012. SEVENTH RESOLUTION (Renewal of the term of ofﬁ ce of Claude BERDA as a Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, renews the term of ofﬁ ce of Claude BERDA as a Director, which expires at the end of this Meeting, for a further two years. This term shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2012. EIGHTH RESOLUTION (Renewal of the term of ofﬁ ce of Martin BOUYGUES as a Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, renews the term of ofﬁ ce of Martin BOUYGUES as a Director, which expires at the end of this Meeting, for a further two years. This term shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2012. NINTH RESOLUTION (Renewal of the term of ofﬁ ce of Olivier BOUYGUES as a Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, renews the term of ofﬁ ce of Olivier BOUYGUES as a Director, which expires at the end of this Meeting, for a further two years. This term shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2012.]]></page>
	<page id="247"><![CDATA[REGISTRATION DOCUMENT 2010 245 GENERAL MEETING 7 Presentation of draft resolutions TENTH RESOLUTION (Renewal of the term of ofﬁ ce of Laurence DANON as a Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, renews the term of ofﬁ ce of Laurence DANON as a Director, which expires at the end of this Meeting, for a further two years. This term shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2012. ELEVENTH RESOLUTION (Renewal of the term of ofﬁ ce of Nonce PAOLINI as a Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, renews the term of ofﬁ ce of Nonce PAOLINI as a Director, which expires at the end of this Meeting, for a further two years. This term shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2012. TWELFTH RESOLUTION (Renewal of the term of ofﬁ ce of Gilles PELISSON as a Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, renews the term of ofﬁ ce of Gilles PELISSON as a Director, which expires at the end of this Meeting, for a further two years. This term shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2012. THIRTEENTH RESOLUTION (Renewal of the term of ofﬁ ce of BOUYGUES company as a Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, renews the term of ofﬁ ce of BOUYGUES company as a Director, which expires at the end of this Meeting, for a further two years. This term shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2012. FOURTEENTH RESOLUTION (Renewal of the term of ofﬁ ce of SOCIÉTÉ FRANÇAISE DE PARTICIPATION ET DE GESTION – SFPG company as a Director) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, renews the term of ofﬁ ce of SOCIETE FRANCAISE DE PARTICIPATION ET DE GESTION – SFPG company as a Director, which expires at the end of this Meeting, for a further two years. This term shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2012. APPOINTMENT OF PRINCIPAL AUDITOR AND ALTERNATE AUDITOR As KPMG’s term of ofﬁ ce as principal auditor expires at the end of this Annual General Meeting, we ask you to appoint KPMG Audit is S.A.S to replace him for the statutory six-year term expiring at the end of the 2017 Annual General Meeting called to approve the ﬁ nancial statements for 2016. As Bertrand VIALATTE’s term of ofﬁ ce as alternate auditor expires at the end of this Annual General Meeting, we ask you to appoint KPMG Audit ID S.A.S to replace him for the statutory six-year term expiring at the end of the 2017 Annual General Meeting called to approve the ﬁ nancial statements for 2016. FIFTEENTH RESOLUTION (Appointment of KPMG Audit IS as principal auditor) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, hereby appoints KPMG Audit IS as principal auditor for a period of six years. He will replace KPMG, whose term of ofﬁ ce expires at the end of the present Ordinary General Meeting. This appointment shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2016. SIXTEENTH RESOLUTION (Appointment of KPMG Audit ID as alternate auditor) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, hereby appoints KPMG Audit ID as alternate auditor for a period of six years. He will replace Bertrand VIALATTE, whose term of ofﬁ ce expires at the end of the present Ordinary General Meeting. This appointment shall expire after the Combined Annual General Meeting called to approve the ﬁ nancial statements for 2016. AUTHORISATION TO BUY BACK SHARES This resolution allows the company to buy its own shares within the limits set by the shareholders and by law. It replaces the authorizations previously granted by the shareholders at previous Shareholders’ Meetings. SEVENTEENTH RESOLUTION (Authorisation to the Board of Directors with a view to enabling the company to deal in its own shares) The General Meeting, acting in compliance with the quorum and majority rules required for Ordinary General Meetings, and having acquainted itself with the Board of Directors’ report: 1. hereby authorises the Board of Directors to buy back, under the conditions set out below, shares representing up to 10% of the company’s share capital at the date of the buy-back, in compliance with the prevailing legal and regulatory conditions applicable at that date, particularly the conditions laid down by Articles L. 225-209 et seq. of the Commercial Code, by European Commission Regulation no. 2273/2003 of December 22, 2003, and by the AMF (Autorité des Marchés Financiers) General Regulation.]]></page>
	<page id="248"><![CDATA[REGISTRATION DOCUMENT 2010 246 GENERAL MEETING 7 Presentation of draft resolutions Resolves that the purpose of this authorisation is to enable the company to: − cancel shares under the conditions provided for by law, subject to authorisation by the Extraordinary General Meeting; − grant shares to employees or corporate ofﬁ cers of the company or related companies under the terms and conditions laid down by law, in particular as part of proﬁ t-sharing schemes, stock option schemes, corporate savings plans and inter-company savings schemes or through an allotment of bonus shares; − ensure the liquidity of and organise the market for the company’s shares, through an investment service provider acting under the terms of a liquidity agreement that complies with a code of conduct recognised by the AMF; − retain shares with a view to using them subsequently as a medium of payment or exchange; − retain shares with a view to delivering them subsequently upon exercise of rights attached to securities; −implement any market practice accepted by the AMF and generally to carry out any other transaction in compliance with prevailing regulations; 2. resolves that the acquisition, sale, transfer or exchange of these shares may be carried out, in compliance with rules issued by the market authorities, in any manner, notably on or off-market (including the over-the-counter market) without appeal to derivative ﬁ nancial instruments, and at any time, except in a public tender or exchange offer. The entire programme may be carried out through block trades; 3. resolves that the purchase price cannot exceed €25 per share and the sale price cannot be less than €7 per share, subject to any adjustments relating to share capital transactions. If share capital is increased by incorporating premiums, earnings, reserves or bonus shares into capital, or in the event of a stock split or reverse stock split, the price indicated above shall be adjusted by a multiplication factor equal to the ratio of the number of shares making up the share capital before the transaction to the number of shares after the transaction; 4. sets at €150,000,000 (hundred and ﬁ fty million euro) the maximum amount of funds that can be used for the share buy-back programme; 5. notes that, in accordance with law, the total shares held at any given date may not exceed 10% of the share capital outstanding at that date; 6. gives full powers to the Board of Directors, with the power to sub- delegate under and in accordance with applicable law, to implement this authorisation, place all stock orders, conclude all agreements, in particular with a view to the registration of purchases and sale of shares, completing all declarations and formalities with the AMF or any other body, and in general taking all necessary measures to execute the decisions taken within the scope of this authorisation; 7. resolves that the Board of Directors shall inform the Annual General Meeting of the transactions carried out, in accordance with applicable regulations; 8. grants this authorisation for eighteen months as from the date of this Meeting and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. Extraordinary General Meeting REDUCTION OF SHARE CAPITAL BY CANCELLING SHARES In this resolution we ask you to grant the Board of Directors an eighteen- month authorisation to reduce share capital, on one or more occasions, up to a limit of 10% of the share capital in any twenty-four month period, by cancelling some or all of the shares that the company holds as a result of using the various share buyback authorisations given by the Combined Annual General Meeting. This authorisation would replace the authorisation given by the Combined Annual General Meeting of April 15, 2010. EIGHTEENTH RESOLUTION (Authorisation to the Board of Directors to reduce share capital by cancelling shares held by the company) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having acquainted itself with the Board of Directors’ report and the auditors’ special report, and in accordance with Article L. 225-209 of the Commercial Code: p authorises the Board of Directors to cancel, at its own initiative, on one or more occasions, some or all of the shares that the company holds or may hold as a result of utilising the various share buy-back authorisations given by the Annual General Meeting to the Board of Directors, particularly under the seventeenth resolution submitted to this Annual General Meeting for approval, up to a limit of 10% in any twenty-four-month period; authorises the Board of Directors to charge the difference between the purchase value of the cancelled shares and their nominal value to all available premium and reserve funds including the legal reserve up to 10% at the cancelled capital; p delegates to the Board of Directors full powers to carry out the capital reduction(s) and generally to attend to all necessary formalities; p delegates to the Board of Directors, with the power to sub-delegate under and in accordance with applicable law, full powers to carry out the capital reduction(s) resulting from cancellations of shares ]]></page>
	<page id="249"><![CDATA[REGISTRATION DOCUMENT 2010 247 GENERAL MEETING 7 Presentation of draft resolutions authorised by this resolution, to have the relevant entries made in the ﬁ nancial statements, to amend the by-laws accordingly, and generally to attend to all necessary formalities; p grants this authorisation for eighteen months from the date of this Annual General Meeting and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. FINANCIAL DELEGATIONS The proposed resolutions terminate the existing delegations (given at the General Meetings of April 17, 2008, April 17, 2009 and April 15, 2010), which concern the issue, with our without preferential rights, of all equity securities and securities giving immediate or future access to capital and which the Board did not use. The delegations provided for in these resolutions concern the issue, for a period of 26 months, of equity securities and securities giving access to capital with our without preferential subscription rights. The maximum nominal amount of immediate and / or deferred capital increases that can be made by virtue of authorisations granted is €8.6 million (20% of capital – the “overall ceiling”) with preferential subscription rights (19 th resolution) or €4.3 million (10% of capital – “below the ceiling”) without preferential subscription rights: the sub-ceiling is common to all issues without preferential subscription rights and associated possible issues are included in “overall ceiling”. The maximum nominal amount of debt instruments that may be issued by virtue of authorisations granted is ﬁ xed at €900 million. The 20 th resolution proposes to authorise your Board of Directors to increase the capital by capitalising reserves, proﬁ ts, premiums or other sums that may be capitalised up to a nominal €400 million. This ceiling is independent of and separate from the overall ceiling set in the 19 th resolution. In accordance with law, the issue price of equity securities must be equal to or greater that the weighted average value during the three trading sessions before the price is set. However, it is proposed that your Board of Directors be allowed to waive the price-setting conditions provided for in the 21 st and 22 nd resolutions by setting an issue price equivalent to the average of the prices observed during a maximum period of six months prior to the issue or an issue price equivalent to the volume-weighted average market price on the day before the issue (“1-day VWAP”) with a maximum discount of 10%. NINETEENTH RESOLUTION (Delegation of powers to the Board of Directors to increase the share capital with preferential subscription rights, by issuing shares or securities giving access to shares of the company) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having acquainted itself with the Board of Directors’ report and the auditors’ special report, and in accordance with Articles L. 225-129-2, L. 228-92 and L. 228-93 of the Commercial Code: 1. delegates to the Board of Directors, with the power to sub-delegate under and in accordance with applicable law, full powers to carry out one or more capital increases, in the proportions, at the times, and in the manner it deems appropriate, by issuing with preferential subscription rights (i) ordinary shares of the company, and (ii) securities of any kind, issued free of charge or against payment, giving access by any means, immediately and / or in the future, at any time or at a ﬁ xed date, to existing shares or ones to be issued by the company. These securities may be denominated in euros, in foreign currencies or in any other monetary unit established with reference to several currencies, in France and abroad, and they may be subscribed for either in cash or by offsetting debts; 2. resolves that the total amount of capital increases in cash that may be carried out immediately and / or in the future under this delegation may not exceed a maximum nominal amount of €8,600,000 (eight millions six hundred thousand euro), to which amount shall be added, if need be, the nominal amount of any additional shares issued to preserve, as required by law, the rights of holders of securities giving access to ordinary shares of the company; the nominal amount of ordinary shares issued by virtue of the twenty-ﬁ rst, twenty-second, twenty-third, twenty-ﬁ fth and twenty-sixth resolutions of the Annual General Meeting shall count toward this maximum amount; 3. resolves that the securities giving access to ordinary shares of the company issued in this way may be debt securities or be linked to the issue of such securities, or allow the issue of such securities as intermediate securities. They may be subordinated or unsubordinated securities, with a ﬁ xed or variable term, and issued in euros, in other currencies, or in monetary units established with reference to several currencies. Resolves that the nominal amount of all debt securities issued under this authorisation may not exceed €900,000,000 (nine hundred million euro) or their counter-value in euros at the date the issue is decided, with the stipulation that this amount does not include the redemption premium(s) above par value, if any. The nominal amount of the debt securities issued under the twenty-ﬁ rst and twenty- second resolutions will count toward this maximum amount; this maximum amount is independent and distinct from the amount of the debt securities whose issue would be decided or authorised by the Board of Directors in accordance with Article L. 228-40 of the Commercial Code. Loans (giving access to ordinary shares of the company) may have a ﬁ xed and / or variable interest rate or be capitalised, and they may be redeemed with or without a premium or amortisation. The securities may also be redeemed on the stock market or offered for purchase or exchange by the company; 4. resolves, in the event the Board of Directors uses these delegated powers, that: a. the shareholders shall have, proportionally to the amount of their shares, a non-reducible preferential subscription right to ordinary shares and securities that would be issued under this resolution; b. in addition, the Board of Directors shall have the power to grant shareholders reducible preferential subscription rights that will be exercised in proportion to their rights and up to the limit of their requests; c. if the subscriptions on a non-reducible basis and, if any, on a reducible basis have not absorbed all the ordinary shares or securities issued under this authorisation, the Board of Directors may do one or more of the following, in the order it chooses:]]></page>
	<page id="250"><![CDATA[REGISTRATION DOCUMENT 2010 248 GENERAL MEETING 7 Presentation of draft resolutions − limit the issue to the amount of subscriptions collected, on condition that this amount is at least three-quarters of the issue decided on; − distribute freely some or all of the unsubscribed securities; − offer some or all of the unsubscribed securities to the public on the French and / or international and / or foreign markets; d. the Board of Directors shall decide the characteristics, amount and form of any securities issue and of the securities themselves. In particular, it shall determine the category of securities issued and, on the basis of information contained in its report, their subscription price, with or without a premium, the terms and conditions for paying them up, and their vesting date, which may be retroactive; it shall also determine the terms and conditions under which securities issued under this resolution give access to ordinary shares of the company as well as the conditions for suspending the allotment rights of the holders of securities giving access to ordinary shares, in accordance with applicable law; e. the Board of Directors shall have full powers, with the power to sub-delegate under and in accordance with applicable law, to implement this authorisation, notably by concluding agreements for this purpose and in particular with a view to issuing securities; to carry out on one or more occasions, in the proportion and at the times it deems appropriate, in France and / or abroad and / or on the international market, the aforementioned issues of securities – and, if need be, to postpone them – to record them and to amend the by-laws accordingly; and to carry out all formalities and ﬁ lings and demand all authorisations necessary to issue these securities; 5. notes that this authorisation entails the waiver by shareholders of their preferential subscription rights to ordinary shares in the company to which the securities issued under this authorisation would entitle them; 6. grants this authorisation for twenty-six months from the date of this Annual General Meeting and notes that it cancels and replaces the unused portion of any previous authorisation for the same purpose. TWENTIETH RESOLUTION (Delegation of powers to the Board of Directors to increase the share capital by the incorporation of premiums, reserves or earnings) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, in accordance with Article 225-98 of the Commercial Code, having acquainted itself with the Board of Directors’ report, and in accordance with Articles L. 225-129-2 and L. 225-130 of the Commercial Code: 1. gives full powers to the Board of Directors, with the power to sub- delegate under and in accordance with applicable law, to carry out one or more capital increases, in the proportions and at the times its deems appropriate, through the successive or simultaneous incorporation of share premiums, reserves, earnings or other sums whose capitalisation is legally and statutorily possible, in the form of the allotment of free shares or an increase in the nominal value of existing shares or by the combined use of both these means; 2. resolves that the total nominal amount of capital increases carried out under this resolution may not exceed €400,000,000 (four hundred million euro), to which amount shall be added, if need be, the nominal amount of any additional shares issued to preserve, as required by law, the rights of holders of securities giving access to ordinary shares of the company. The maximum amount of this authorisation is independent and distinct from the maximum total amount set by the preceding nineteenth resolution; 3. resolves, in accordance with Article L. 225-130 of the Commercial Code, that should the Board of Directors use this authorisation to increase the capital by the free allotment of shares, rights to fractions of shares shall be non-tradable and non-transferrable, and the corresponding shares shall be sold; the proceeds from the sale shall be allotted to the rights holders within the regulatory time period; 4. resolves that the Board of Directors shall have full powers, with the power to sub-delegate to any person authorised by law, to implement this authorisation and generally to take all steps and carry out all formalities required to complete each capital increase, record them, and amend the by-laws accordingly; 5. grants this authorisation for twenty-six months as from the date of this Meeting and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. TWENTY-FIRST RESOLUTION (Delegation of powers to the Board of Directors to increase share capital without pre-emptive rights through public offering) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having acquainted itself with the Board of Directors’ report and the auditors’ special report, and in accordance with Articles of the Commercial Code, in accordance with L. 225-129: 1. gives full powers to the Board of Directors, with the power to sub- delegate under and in accordance with applicable law, to carry out one or more capital increases, in the proportions and at the times its deems appropriate, through public offering, by issuing without preferential subscription rights for existing shareholders, in France as well as abroad, in euros, in foreign currencies, or in any monetary unit established with reference to several currencies, i) ordinary shares of the company and ii) securities giving access by ]]></page>
	<page id="251"><![CDATA[REGISTRATION DOCUMENT 2010 249 GENERAL MEETING 7 Presentation of draft resolutions any means, immediately and / or in the future, to new or existing shares of the company, which may be subscribed for in cash or by offsetting debts; 2. resolves that the maximum nominal amount of any capital increase carried out immediately and / or in the future under this resolution may not exceed €4,300,000 (four millions three hundred thousand euro), to which amount shall be added, if need be, the nominal amount of any additional shares issued to preserve, as required by law, the rights of holders of securities giving access to ordinary shares of the company. This amount shall count toward the maximum total amount set in the nineteenth resolution; 3. resolves that the securities giving access to ordinary shares of the company issued in this way may be debt securities or linked to the issue of such securities, or enable such securities to be issued as intermediate securities. They may be subordinated or unsubordinated securities, with a ﬁ xed or variable term, and they may be issued in euros, in other currencies, or in monetary units established with reference to several currencies; 4. resolves that the nominal amount of all debt securities issued under this authorisation may not exceed €900,000,000 (nine hundred million euro) or their counter-value in euros at the date the issue is decided, with this amount counting toward the maximum amount set in the nineteenth resolution, with the stipulation that this amount does not include the redemption premium(s) above par value, if any. This maximum amount is independent and distinct from the amount of the debt securities whose issue would be decided or authorised by the Board of Directors in accordance with Article L. 228-40 of the Commercial Code. Loans giving access to ordinary shares of the company or a Subsidiary may have a ﬁ xed and / or variable interest rate or be capitalised, and they may be redeemed with or without a premium or amortisation. The securities may also be redeemed on the stock market or offered for purchase or exchange by the company; 5. resolves to cancel the preferential subscription rights of existing shareholders to securities issued under this authorisation and to give to the Board of Directors the power to institute on behalf of shareholders a non-reducible and / or reducible priority right to subscribe for them in accordance with Article L. 225-135 of the Commercial Code. If  the subscriptions, including those of any shareholders, have not absorbed all the securities issued, the Board of Directors may limit the amount of the issue as provided for by law; 6. notes that this authorisation entails the waiver by shareholders of the pre-emptive rights to ordinary shares in the company to which the securities issued under this authorisation would entitle them; 7. resolves that the Board of Directors shall decide the characteristics, amount and form both of any securities issue and of the securities themselves. In particular, it shall determine the category of securities issued and, on the basis of information contained in its report, their subscription price, with or without a premium, the terms and conditions for paying them up, and their vesting date, which may be retroactive; if need be, it shall also determine the term and the conditions by which securities issued under the authority granted by this resolution shall give access to ordinary shares of the company as well as the conditions for suspending the allotment rights of securities giving access to ordinary shares, in accordance with applicable law. The issue price of the ordinary shares and securities shall be such that the amount received immediately by the company, plus any amount to be received later by the company, shall be, for each ordinary share issued, at least equal to the minimum amount provided for by applicable regulations; 8. resolves that the Board of Directors shall have full powers, with the power to sub-delegate under and in accordance with applicable law, to implement this authorisation, notably by concluding agreements for this purpose, in particular with a view to issuing securities; to carry out on one or more occasions, in the proportions and at the times it deems appropriate, in France and / or abroad and / or on the international market, the aforementioned issues of securities – and, if need be, to postpone them – to record them and to amend the by-laws accordingly; and to carry out all formalities and ﬁ ling and demand all authorisations necessary to issue these securities. 9. grants this authorisation for twenty-six months as from the date of this Meeting, and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. TWENTY-SECOND RESOLUTION (Delegation of powers to the Board of Directors to increase share capital without preferential subscription rights through an offer addressed solely to persons providing the investment service management portfolio on behalf of others, to investors qualiﬁ ed or a restricted circle of investors within the meaning subsection II of Article L. 411-2 of the Monetary Code and Finance (private investment) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having acquainted itself with the Board of Directors’ report and the auditors’ special report, and in accordance with Articles of the Commercial Code, in accordance with L. 225-129, L. 225-135 and L. 225-136: 1. delegates to the Board of Directors, with the power to sub-delegate under and in accordance with applicable law, full powers to carry out one or more capital increases, that the nominal amount of the capital increases that may be carried out immediately and / or in the future under this resolution may not exceed 20% of the share capital over a twelve-month period, in the proportions and at the times its deems appropriate, through one or more offers falling within the scope of paragraph II, Article L. 411-2 of the Monetary and Financial Code, by issuing without preferential subscription rights, in France and abroad, in euros, in foreign currencies, or in any monetary unit established with reference to several currencies, i) ordinary shares of the company as well ii) securities giving access by any means, immediately and / or in the future, to new or existing shares of the company, which may be subscribed in cash or by offsetting debts;]]></page>
	<page id="252"><![CDATA[REGISTRATION DOCUMENT 2010 250 GENERAL MEETING 7 Presentation of draft resolutions 2. resolves that the nominal amount of the capital increases that may be carried out immediately and / or in the future under this resolution may not exceed €4,300,000 (four millions three hundred thousand euro), with the nominal amount of these capital increases counting toward the maximum amount set in the twenty-ﬁ rst, twenty-third, twenty-ﬁ fth and twenty-sixth resolutions; the maximum nominal amount of capital increases that can be made by virtue of authorisations will be deducted from the overall ceiling mentioned in the nineteenth resolution of the present Annual General Meeting. 3. resolves that the securities giving access to ordinary shares of the company issued under this resolution may be debt securities or linked to the issue of such securities, or enable such securities to be issued as intermediate securities. They may be subordinated or unsubordinated, with a ﬁ xed or variable term, and issued in euros, in other currencies, or in monetary units established with reference to several currencies; 4. resolves that the nominal amount of all debt securities issued under this resolution may not exceed €900,000,000 (nine hundred million euro) or their counter-value in euros at the date the issue is decided, with this amount counting toward the maximum amount set in the nineteeth resolution, with the stipulation that this amount does not include the redemption premium(s) above par value, if any. This amount is independent and distinct from the amount of the debt securities issued by decision or authorisation of the Board of Directors in accordance with Article L. 228-40 of the Commercial Code. Loans giving access to ordinary shares of the company may have a ﬁ xed and / or variable interest rate or be capitalised, and they may be redeemed with or without a premium or amortisation. The securities may also be redeemed on the stock market or offered for purchase or exchange by the company; 5. resolves to cancel the preferential subscription rights of shareholders to ordinary shares and / or securities issued under this authorisation; 6. notes that this authorisation entails the waiver by shareholders of their preferential subscription rights to ordinary shares of the company to which the securities issued under this authorisation would entitle them; 7. decide that the issue price of the ordinary shares and securities shall be by virtue of this delegation will be ﬁ xed according to provisions of the Article L. 225-136-1 of the commercial law; 8. resolves that the Board of Directors shall decide the characteristics, amount and form both of any securities issue and of the securities themselves. In particular, it shall determine the category of securities issued and, on the basis of information contained in its report, their subscription price, with or without a premium, and their vesting date, which may be retroactive; if need be, it shall also determine the term and the conditions by which securities issued on the basis of this resolution shall give access to ordinary shares of the company, in accordance with applicable law, as well as the conditions for suspending the allotment rights of the holders of securities giving access to ordinary shares, in accordance with applicable law. The issue price of the ordinary shares and securities shall be such that the amount received immediately by the company, increased by any amount to be received later by the company, is for each ordinary share issued at least equal to the minimum amount provided for by applicable regulations at the time this authorisation is used; 9. resolves that the Board of Directors shall have full powers, with the power to sub-delegate under and in accordance with applicable law, to implement this authorisation, notably by concluding agreements for this purpose, in particular with a view to issuing securities; to carry out on one or more occasions, in the proportions and at the times it deems appropriate, in France and / or abroad and / or on the international market, the aforementioned issues of securities – and, if need be, to postpone them – to record them and to amend the by-laws accordingly; and to carry out all formalities and ﬁ lings and demand all authorisations necessary to issue these securities; 10. grants this authorisation for twenty-six months as from the date of this Meeting, and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose.]]></page>
	<page id="253"><![CDATA[REGISTRATION DOCUMENT 2010 251 GENERAL MEETING 7 Presentation of draft resolutions TWENTY-THIRD RESOLUTION (Authorisation to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without preferential subscription rights for existing shareholders) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having acquainted itself with the Board of Directors’ report and the auditors’ special report, and in accordance with Article L. 225-135-1 of the Commercial Code: 1. delegates to the Board of Directors, with the power to sub- delegate under and in accordance with applicable law, full powers to decide in the case of a capital increase decided in application of the nineteenth, twenty-ﬁ rst and twenty-second resolutions with or without preferential subscription rights, to increase the number of shares issued during a thirty-day period from the closing of the subscription period, by up to 15% of the initial issue, at the same price as the initial issue, on condition that the maximum number(s) provided for in the resolution by which the issue was decided is (are) not exceeded; 2. grants this authorisation for twenty-six months as from the date of this Meeting, and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. TWENTY-FOURTH RESOLUTION (Authorisation to the Board of Directors to set the price, in accordance with the terms decided by the Combined Annual General Meeting, for immediate or future public issues of equity securities or issues falling within the scope of paragraph II, Article L. 411-2 of the Monetary and Financial Code, without pre-emptive rights for existing shareholders) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having itself with the Board of Directors’ report and the auditors’ special report, and in accordance with Article L. 225-136-1° of the Commercial Code, and insofar as the shares to be issued immediately or in the future are of the type that may be traded on a regulated market: 1. delegates to the Board of Directors, with the power to sub-delegate under and in accordance with applicable law, full powers to disregard for each of the issues decided in application of the twenty- ﬁ rst and twenty-second resolutions, within the limit of 10% of the share capital (existing at the date of this General Meeting) over a twelve-month period, the terms and conditions for setting prices stipulated by applicable regulations at the time this authorisation is used and to set the price of the shares to be issued immediately or in the future by a public offer or by an offer falling within the scope of paragraph II of Article L. 411-2 of the Monetary and Financial Code, in the following manner: a. in the case of shares to be issued immediately, the Board of Directors may choose between the following two methods: − an issue price equal to the average price over a maximum period of six months preceding the issue, or − an issue price equal to the volume weighted average price on the day preceding the issue (VWAP 1 day), with a maximum discount of 10%, b. in the case of shares to be issued in the future, the issue price shall be such that the amount received immediately by the company plus what could be received later by the company shall be for each share at least equal to the amount indicated in a) above; 2. resolves that the Board of Directors shall have full powers to implement this resolution under the terms of the twenty-ﬁ rst and twenty-second resolution; 3. grants this authorisation for twenty-six months as from the date of this Meeting, and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. TWENTY-FIFTH RESOLUTION (Delegation of powers to the Board of Directors to carry out a capital increase as consideration for contributions in kind consisting of a company’s shares or securities giving access to capital) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having acquainted itself with the Board of Directors’ report and the auditors’ special report, and in accordance with Article L. 225-147 of the Commercial Code: 1. delegates to the Board of Directors, with the power to sub-delegate under and in accordance with applicable law, full powers to carry out on the basis of the report of the expert appraiser mentioned in paragraphs 1 and 2 of Article L. 225-147 of the Commercial Code the issue of ordinary shares of the company or securities giving access by any means, immediately and / or in the future, to existing or future ordinary shares of the company as consideration for contributions in kind consisting of another company’s shares or securities giving access to such shares, when the provisions of Article L. 225-148 of the Commercial Code are not applicable; 2. resolves that the total nominal amount of capital increases carried out immediately and / or in the future under this authorisation shall be set at 10% of the share capital existing at the date of this Annual General Meeting. This nominal amount shall count toward the maximum total amount set in the twenty-ﬁ rst resolution; resolves that the nominal amount of all debt securities issued under this resolution may not exceed €900,000,000 (nine hundred million euro) or their counter-value in euros at the date the issue is decided, with the stipulation that this amount does not include the redemption premium(s) above par value, if any. The nominal amount shall count toward the maximum total amount set in the nineteenth resolution. 3. notes that this authorisation entails the waiver by shareholders of their preferential subscription rights to ordinary shares in the company to which the securities issued under this authorisation would entitle them; 4. resolves that the Board of Directors shall have full powers, with the power to sub-delegate under and in accordance with applicable ]]></page>
	<page id="254"><![CDATA[REGISTRATION DOCUMENT 2010 252 GENERAL MEETING 7 Presentation of draft resolutions law, to implement this resolution, and in particular to evaluate the contributions, on the basis of the report of the expert appraiser mentioned in paragraphs 1 and 2 of Article L. 225-147 of the Commercial Code, and to approve the granting of particular beneﬁ ts, to record the capital increases carried out under this authorisation, to amend the by-laws accordingly, to carry out all formalities and ﬁ lings, to demand all authorisations necessary to carry out the contributions, and to make provision for the temporary suspension of the allotment rights of the holders of securities giving access to ordinary shares, in accordance with applicable law; 5. grants this authorisation for twenty-six months as from the date of this Meeting, and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. TWENTY- SIXTH RESOLUTION (Delegation of powers to the Board of Directors to increase the share capital, without preferential subscription rights for existing shareholders, as consideration for securities tendered to a public exchange offer) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having acquainted itself with the Board of Directors’ report and the auditors’ special report, and in accordance with Articles  L.  225-129-2, L.  225-148 and L. 228-92 of the Commercial Code: 1. delegates to the Board of Directors, with the power to sub-delegate under and in accordance with applicable law, full powers to issue ordinary shares of the company or securities giving access by all means, immediately or in the future, to existing or future ordinary shares of the company as consideration for securities tendered to a public exchange offer initiated by the company, in France or abroad, in accordance with local regulations, for shares of another company whose shares are admitted to trading on a regulated market, in accordance with Article L. 225-148 of the Commercial Code; The total nominal amount of all capital increases carried out immediately or in the future under this resolution shall count toward the maximum total amount set in the twenty-ﬁ rst resolution; 2. notes that this authorisation entails the waiver by shareholders of the preferential subscription rights to ordinary shares in the company to which the securities issued under this authorisation would entitle them; 3. resolves that the Board of Directors shall have full powers, with the power to sub-delegate under and in accordance with applicable law, to implement this resolution, including: − to set the exchange ratio and, if need be, the amount of the balancing cash adjustment, − to record the number of shares tendered to the exchange, − to determine the dates, terms and conditions of the issue, and in particular the price and vesting date of new shares or of securities giving immediate or future access to ordinary shares of the company, if any, − make provision for the temporary suspension of the allotment rights of holders of securities giving access to ordinary shares, − recognise the difference between the issue price of new ordinary shares and their nominal value on a “share premium” account, against which all shareholders have rights, on liabilities side on the balance sheet, − charge all costs and fees, if any, arising from the authorised transaction against this contribution premium, − make all arrangements and conclude all agreements necessary to carry out the authorised transaction, record the capital increases resulting from it, and amend the by-laws accordingly; 4. grants this authorisation for twenty-six months as from the date of this Meeting, and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. GLOBAL LIMITATION OF THE FINANCIAL AUTHORISATIONS The maximum nominal amount of immediate and / or deferred capital increases that can be made by virtue of authorisations granted is €8.6  million (20% of capital –  the “overall ceiling”) with preferential subscription rights (19 th   resolution) or €4.3  million (10% of capital –  “below the ceiling”) without preferential subscription rights. The maximum nominal amount of debt instruments that may be issued by virtue of authorisations granted is ﬁ xed at €900 million. TWENTY-SEVENTH RESOLUTION (Global limitation of the ﬁ nancial authorizations) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having reviewed the Board of Directors’ report and further to the vote of nineteenth, twenty- ﬁ rst, twenty-second, twenty-third, twenty-ﬁ fth and the twenty-sixth resolutions: 1. resolves that the total amount of capital increases in cash that may be carried out immediately and / or in the future, by virtue of the nineteenth, twenty-ﬁ rst, twenty-second, twenty-third, twenty-ﬁ fth and twenty-sixth resolutions of the Annual General Meeting shall count toward a maximum nominal amount of €8,600,000 (eight millions six hundred thousand euro), to which amount shall be added, if need be, the nominal amount of any additional shares issued to preserve, as required by law, the rights of holders of securities giving access to ordinary shares of the company; 2. resolves that the total amount of capital increases in cash that may be carried out immediately and / or in the future, by virtue of the twenty-ﬁ rst, twenty-second, twenty-third, twenty-ﬁ fth and twenty- sixth resolutions of the Annual General Meeting shall count toward a maximum nominal amount of €4,300,000, to which amount shall be added, if need be, the nominal amount of any additional shares issued to preserve, as required by law, the rights of holders of securities giving access to ordinary shares of the company; it ]]></page>
	<page id="255"><![CDATA[REGISTRATION DOCUMENT 2010 253 GENERAL MEETING 7 Presentation of draft resolutions being speciﬁ ed that the total amount of capital increases will count towards the ceiling in the nineteenth resolution; and 3. resolves that the nominal amount of all debt securities issued, under the nineteenth, twenty-ﬁ rst, twenty-second, twenty-third, twenty- ﬁ fth and twenty-sixth resolutions of the Annual General Meeting, may not exceed €900,000,000 (nine hundred million euro) or their counter-value in euro. SHARE SUBSCRIPTION AND PURCHASE OPTIONS, FREE SHARES The 28 th and 29 th  resolutions relate to grants of option and allotments of bonus shares. For a period of 38 months your Board of Directors would be authorised to determine the Group’s overall remuneration policy and allow it to involve senior managers more closely in the proper functioning of the Group and its future, and allow them to share in the results of their efforts. There are also plans for a common ceiling set at 3% of the authorised capital. Furthermore, the 28 th  resolution rules out any discounts. Depending on the case, the subscription or purchase price of shares will be equal to or greater than the average share price over the 20 days prior to their allotment, or to the average price at which they are purchased by the company. TWENTY EIGHTH RESOLUTION (Authorisation given to the Board of Directors to grant options to acquire new or existing shares) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ Special Report: 1. authorizes the Board of Directors, under Articles L. 225-177 to L. 225-186 of the Commercial Code, to grant, on one or more occasions, to beneﬁ ciaries below, options entitling their holders to subscribe for new shares in the company to be issued in the form of an increase in its capital, and options entitling their holders to purchase shares in the company obtained by the company repurchasing its own shares on the terms set forth by the law; 2. resolves that the beneﬁ ciaries will be employees, corporate ofﬁ cers, or certain among them, from the company or from companies or groupings related to the company, on the terms speciﬁ ed in Article L. 225-180 of said Code; 3. resolves that the total number of stock options that may be granted, under this authorization, shall not give the right to subscribe for or acquire a total number of shares representing more than 3% of the share capital of the company, this ceiling being the same for this resolution and the 29 th  resolution below; 4. resolves that the exercise period for the stock options granted shall not exceed seven years, as from their allotment date. 5. resolves that: − the price that the beneﬁ ciaries shall pay to purchase shares shall be determined by the Board of Directors on the day the options are granted and that it shall not be less than the average share price quoted on the Eurolist of Euronext Paris for the twenty trading sessions preceding the day when the share subscription options are granted or the average purchase price of shares that shall be held by the company in accordance with Articles L. 225-208 and L. 225-209 of the Commercial Code, − the price that the beneﬁ ciaries shall pay to subscribe for shares shall be determined on the day the options are granted by the Board of Directors and that the price shall not be less than the average share price quoted on the Eurolist of Euronext Paris for the twenty trading sessions preceding the day when the share subscription options are granted; 6. notes that subscription or purchase options may not be granted less than twenty trading sessions of the stock exchange after a dividend right or a pre-emptive subscription right to a capital increase has been detached from the shares and during the ten trading sessions of the stock exchange preceding and following the date on which the consolidated ﬁ nancial statements or, for lack thereof, the company ﬁ nancial statements are made public; 7. notes that in application of Article L. 225-178 of the Commercial Code, this authorisation expressly entails, for the beneﬁ t of the beneﬁ ciaries of stock options, the waiver by shareholders of the preferential subscription rights to the ordinary shares in the company that are issued as the stock options are exercised; 8. delegates to the Board of Directors full powers to determine the other terms and conditions for allotting and exercising stock options, and in particular to: − resolve that the number of options granted to executive ofﬁ cers of the company may not represent more than 5% of each of the allotments made by the Board during this 38 month period, and that said allotments of options to executive ofﬁ cers of the company will be subject to the satisfaction of performance criteria established by the Board of Directors, − draw up a list or determine the categories of other beneﬁ ciaries of options or shares; set the criteria they must fulﬁ l; determine the steps necessary to protect the interests of the beneﬁ ciaries of options, in accordance with the laws and regulations; − determine the exercise period(s) and extensions of the period(s), if any, and to draw up the clauses prohibiting the immediate resale of all or part of the shares, − set the vesting date, which may be retroactive, of new shares coming from the exercise of stock options, − in the case of stock options granted to corporate ofﬁ cers, provide that the stock options may not be exercised before the ofﬁ cers quit their functions or determine the quantity of registered shares that must be kept until they quit their functions,]]></page>
	<page id="256"><![CDATA[REGISTRATION DOCUMENT 2010 254 GENERAL MEETING 7 Presentation of draft resolutions − provide for the right to temporarily suspend the exercise of stock options, under Article L. 225-149-1 of the Commercial Code, − carry out or have carried out all acts and formalities to ﬁ nalise the capital increase(s) carried out under this authorisation; amend the by-laws accordingly, and generally do whatever is necessary, − if deemed advisable, charge the costs of the capital increases to the amount of the premiums corresponding to the increases and deduct from this amount the sums necessary to bring the legal reserve up to one-tenth of the new share capital after each capital increase; 9. grants this authorisation for thirty-eight months as from the date of this Meeting, and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. TWENTY-NINTH RESOLUTION (Authorisation to the Board of Directors to proceed with the free allotment of new or existing shares) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having acquainted itself with the Board of Directors’ report and the auditors’ special report, and in accordance with Articles L. 225-197-1 et seq. of the Commercial Code: 1. authorises the Board of Directors to proceed, on one or more occasions, with the free allotment of new or existing shares in the company to the beneﬁ ciaries indicated below; 2. resolves that the beneﬁ ciaries of such shares, who shall be designated by the Board of Directors, may be salaried employees and / or corporate ofﬁ cers (or certain of them) of TF1 or of companies or economic interest groupings associated with TF1 under the terms of Article L. 225-197-2 of the Commercial Code; 3. resolves that within this authorisation, the Board of Directors may allocate shares representing up to 3% of the company’s share capital, it being speciﬁ ed that this number will also count towards the ceiling that applies to share subscription options set forth in the 28 th  resolution; 4. resolves that the allotment of shares to beneﬁ ciaries shall be ﬁ nal only at the end of a vesting period of which the length shall be ﬁ xed may not be shorter than two years; 5. resolves that the beneﬁ ciaries must then hold these shares for a period of which the length shall be ﬁ xed by the Board of Directors but that may not be shorter than two years following their ﬁ nal allotment; 6. authorises the Board of Directors to make use of the authorisations that have been or shall be given by the Annual General Meeting, pursuant to the provisions of Articles L. 225-208 and L. 225-209 of the Commercial Code; 7. notes that this authorisation automatically entails, in favour of the beneﬁ ciaries of shares granted free-of-charge, the waiver by the shareholders of their preferential subscription rights and the portion of the reserves which, where applicable, will be used in the event of the issue of new shares; 8. resolves that the Board of Directors shall have full powers to implement this authorisation in compliance with applicable laws and regulations, and notably to: − set the terms, resolves that the number of shares to executive ofﬁ cers of the company may not represent more than 5% of each of the allotments made by the Board during this 38 month period, and that said allotments of shares to executive ofﬁ cers of the company will be subject to the satisfaction of performance criteria, − determine the list of the other beneﬁ ciaries of the shares; resolves that the allotment of the shares will be subject to the satisfaction of performance criteria, − provide for the ability to suspend allotment rights provisionally, − set in case of allocation of shares to emit the amount and the nature of the reserves, the proﬁ ts and the bonuses to be incorporated into the capital, −decide the adjustments of the number of shares of charge according to the possible operations on the capital of the company, − set other terms and conditions for the allotment of shares, − attend to all necessary formalities required for the purchase of shares and / or to render deﬁ nitive any capital increase(s) that may be realised by virtue of this authorisation, to amend the by-laws accordingly and generally to make all necessary arrangements, with the power to sub-delegate under and in accordance with applicable law; 9. grants this authorisation for thirty-eight months from the date of this Annual General Meeting; 10. notes that this delegation cancels and replaces the unused portion of any previous delegation for the same purpose, with immediate effect.]]></page>
	<page id="257"><![CDATA[REGISTRATION DOCUMENT 2010 255 GENERAL MEETING 7 Presentation of draft resolutions EMPLOYEE PROFIT SHARING – CAPITAL INCREASES IN FAVOR OF EMPLOYEES The 30 th  resolution is intended to allow the Board to carry out capital increases of a maximum nominal amount less than 2% of the capital) reserved for employees of TF1 subscribing to a company savings plan or to a partnered employee savings plan of the company or of the Group. The term provided for this delegation is twenty-six months. The resolutions cancel the prior unused delegation (granted during the Meeting of April 17, 2009 - the 25 th resolution), that expire in 2011. THIRTIETH RESOLUTION (Delegation of powers to the Board of Directors to carry out a capital increase for the beneﬁ t of employees or ofﬁ cers of the company or associated companies who are members of a company savings scheme) The General Meeting, acting in compliance with the quorum and majority rules required for Extraordinary General Meetings, having acquainted itself with the Board of Directors’ report and the auditors’ special report, and in accordance with the provisions, ﬁ rst, of the Commercial Code and in particular Articles L. 225-129-6 (paragraph 1) and L. 225-138-1, and second, Articles L. 3332-1 et seq. of the Labour Code: 1. delegates to the Board of Directors the power to carry out by its own decision, in the proportions and at the times it deems appropriate, one or more capital increases up to a maximum of 2% of the share capital during this 26 month period, by issuing new shares to be paid up in cash and, possibly, the incorporation of reserves, earnings or premiums and the allotment of free shares or other securities giving access to shares in accordance with law; to decide that the maximum amount indicated in this authorisation is independent and distinct and that the amount of the capital increases shall not count toward the other maximum amounts set by this Annual General Meeting; 2. reserves the subscription of all shares issued for employees and corporate ofﬁ cers of TF1 and for employees and corporate ofﬁ cers of French and foreign companies associated with it in the meaning of applicable laws who are members of company or group savings scheme or any inter-company savings scheme; 3. resolves that the subscription price of new shares in each issue set by the Board of Directors in accordance with Article L. 3332-19 of the Labour Code shall be a maximum of 20% less than the average of the opening prices of the share on the Euronext Paris market at the twenty trading sessions of the stock exchange preceding the day the Board of Directors sets the opening date of the subscription; 4. notes that for the beneﬁ t of the employees and company ofﬁ cers for whom this capital increase is reserved, this resolution entails the cancellation of pre-emptive rights and the waiver by shareholders of all rights to ordinary shares or other securities giving access to shares allotted free of charge under this resolution; 5. delegates full powers to the Board of Directors to: − determine the date and the terms and conditions of the issues that will be carried out under this authorisation; and in particular, to decide whether the shares shall be subscribed for directly or through an investment fund or another entity, in accordance with applicable law; to determine and set the terms and conditions for allotting free shares or other securities giving access to shares, in application of the authorisation granted herein; to set the issue price of new shares according to the rules set forth here above, the opening and closing dates of the subscription, the vesting dates, the payment period, with a maximum period of three years, and, if need be, to set the maximum number of shares that may be subscribed for per employee and per issue, − record the capital increases up to the amount of shares that are in fact subscribed for, − carry out directly or through a representative all procedures and formalities, − amend the by-laws in accordance with the capital increases, − charge the costs of carrying out the capital increases to the amount of the premium relate to each increase and to deduct from this amount the sums necessary to bring the legal reserve up to one-tenth of the new share capital after each increase, − and generally to do everything necessary. The Board of Directors may, within the limits provided by law and any that shall be set beforehand, delegate to the Chief Executive Ofﬁ cer or, with his agreement, to one or more Vice Presidents, the powers granted to it under this resolution; 6. grants this authorisation for twenty-six months as from the date of this Meeting, and notes that it cancels and replaces the unused portion of any previous authorisation given for the same purpose. DELEGATION OF POWERS TO CARRY OUT CORPORATE FORMALITIES The thirty-ﬁ rst resolution allows the Board to carry out the formalities required by law following the Meeting. THIRTY-FIRST RESOLUTION (Powers to carry out formalities) The General Meeting gives full powers to the holder of an original, a copy or extract of the minutes of this General Meeting to carry out all legal or administrative formalities and to make all ﬁ lings and publications under and in accordance with applicable law.]]></page>
	<page id="258"><![CDATA[REGISTRATION DOCUMENT 2010 256]]></page>
	<page id="259"><![CDATA[REGISTRATION DOCUMENT 2010 257 8.1 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND INFORMATION CONCERNING THE VERIFICATION OF THE ACCOUNTS AFR 258 8.1.1 Certiﬁ cate of the person responsible for the registration document AFR 258 8.1.2 Information concerning Statutory Auditors and auditors’ fees AFR 259 8.2 RELATIONS WITH SHAREHOLDERS 260 8.3 SCHEDULE OF FINANCIAL ANNOUNCEMENTS FOR 2011 260 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 ADDITIONNAL INFORMATION 8]]></page>
	<page id="260"><![CDATA[REGISTRATION DOCUMENT 2010 258 ADDITIONNAL INFORMATION 8 Person responsible for the registration document and information concerning the veriﬁ cation of the accounts 8.1 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND INFORMATION CONCERNING THE VERIFICATION OF THE ACCOUNTS 8.1.1 Certiﬁ cate of the person responsible for the registration document The person assuming responsibility for the registration document: Mr. Nonce Paolini, Chairman and CEO. I hereby certify that, having taken all reasonable steps, the information contained in this registration document, reﬂ ects the facts, to the best of my knowledge, and contains no omission that could alter its scope. I hereby certify that, to the best of my knowledge, the accounts have been prepared in compliance with applicable accounting norms and give a faithful picture of the assets, the ﬁ nancial situation and the results of the company and the consolidated companies, and that the management report (a cross- reference table being included on page 264), presents a true image of the development and performance of the business, results and ﬁ nancial situation of the company and the consolidated companies, as well as a description of the main risks and uncertainties facing them. I have received from the legal auditors of the accounts, KPMG and Mazars, a letter of completion of accounts indicating that they have veriﬁ ed the information concerning the ﬁ nancial situation and the accounts contained in the present registration document and read the whole of the document. The historical information provided in this document or incorporated herein by reference is covered by reports issued by the Statutory Auditors, as presented on page 195 of this document or incorporated herein by reference on page 260, which contain explanatory comments abou t the following changes in accounting policy: p 2009, ﬁ rst-time application of new IFRS standards and interpretations, with no impact on the ﬁ nancial statements; p 2010, ﬁ rst-time application of amended IFRS standards and interpretations, and in particular the impact of the takeover of the entities TMC and NT1. Boulogne-Billancourt, March 17, 2011 Chairman &amp;amp; CEO Nonce Paolini]]></page>
	<page id="261"><![CDATA[REGISTRATION DOCUMENT 2010 259 ADDITIONNAL INFORMATION 8 Person responsible for the registration document and information concerning the veriﬁ cation of the accounts 8.1.2 Information concerning Statutory Auditors and auditors’ fees Permanent Date of first appointment Expiry date of present term of office KPMG SA represented by Eric Lefebvre Immeuble Le Palatin - 3, Cours du Triangle 92 939 La Défense cedex General Meeting of January 14, 1988 General Meeting approving the 2010 accounts MAZARS represented by Gilles Rainaut and Olivier Thireau Immeuble Exaltis - 61, rue Henri Regnault 92 075 La Défense cedex General Meeting of May 15, 2001 General Meeting approving the 2012 accounts As KPMG’s term of ofﬁ ce as principal auditor expires at the end of this Combined Annual General Meeting, we ask you to appoint KPMG Audit IS S.A.S to replace him for the statutory six-year term expiring at the end of the 2017 Combined Annual General Meeting called to approve the ﬁ nancial statements for 2016. Alternate auditors Date of first appointment Expiry date of present term of office Bertrand VIALATTE Immeuble Le Palatin - 3, Cours du Triangle 92 939 La Défense cedex General Meeting of April 12, 2005 General Meeting approving the 2010 accounts Thierry COLIN Immeuble Exaltis - 61, rue Henri Regnault 92 075 La Défense cedex General Meeting of May 15, 2001 General Meeting approving the 2012 accounts As Bertrand VIALATTE’s term of ofﬁ ce as alternate auditor expires at the end of this Combined Annual General Meeting, we ask you to appoint KPMG Audit ID S.A.S to replace him for the statutory six-year term expiring at the end of the 2017 Combined Annual General Meeting called to approve the ﬁ nancial statements for 2016. The fees paid to the Statutory Auditors by TF1 and its subsidiaries are shown in chapter 4 of this registration document and an nual ﬁ nancial report, and in note 35, page 169, to the consolidated ﬁ nancial statements.]]></page>
	<page id="262"><![CDATA[REGISTRATION DOCUMENT 2010 260 ADDITIONNAL INFORMATION 8 Relations with shareholders 8.2 RELATIONS WITH SHAREHOLDERS LEGAL INFORMATION AND INVESTOR RELATIONS TF1 1, quai du Point-du-Jour 92 656 Boulogne Billancourt Cedex Tel.: 00 331 41 41 12 34 General Councel: Jean-Michel Counillon Tel.: 0033 1 41 41 12 34 Board Secretary: Sébastien Frapier email: relationsactionnaires@tf1.fr Tel: 00 331 41 41 25 43 Executive Vice President, Group Finance: Philippe Denery email: comﬁ @tf1.fr Tel.: 01 41 41 26 10 DOCUMENTS AVAILABLE FOR PUBLIC CONSULTATION Documents such as the internal rules of the Board of Directors, the registration document, the other reports of the Board of Directors to the General Meeting of April 14, 2011 may be consulted on the company website: www.tf1ﬁ nance.fr. Anybody wishing to obtain additional information on the TF1 group may, without obligation, ask for documents at TF1 – Legal Affairs Department, 1 quai du Point du Jour, 92 656 Boulogne-Billancourt cedex, Tel: 0033 1 41 41 25 43. You can also receive information on the Group TF1 and obtain on demand historical data about the company by mail at TF1- Investor Relations Department - 1, Quai du Point du Jour – 92 656 Boulogne- Billancourt cedex or by e-mail: comﬁ @tf1.fr. Tel: 00 33 1 41 41 27 32. Internet website: http://www.tf1ﬁ nance.fr 8.3 SCHEDULE OF FINANCIAL ANNOUNCEMENTS FOR 2011 February 17, 2011: 2010 turnover and annual full year accounts, Analysts Meeting April 14, 2011: General Meeting April 19, 2011: Ex-dividend date April 26, 2011: Dividend payment May 12, 2011: First quarter 2011 results July 26, 2011: First half 2011 results, Analysts Meeting November 10, 2011: Nine months 2011 results This schedule is subject to change. 8.4 INFORMATION INCLUDED BY REFERENCE In application of Article  28 of Regulation (EC) N° 809/2004 of the Commission of April 29, 2004, the following information is included by reference in the present registration document: p the consolidated accounts for the year ended December  31, 2009, the relevant report of the Statutory Auditors and the Group’s management report appearing on pages 59 to 206 of the registration document registered with the AMF on March 29, 2010 with number D.10-0182; p the consolidated accounts for the year ended December  31, 2008, the relevant report of the Statutory Auditors and the Group’s management report appearing on pages 49 to 170 of the registration document registered with the AMF on March 26, 2009 with number D.09-0159.]]></page>
	<page id="263"><![CDATA[REGISTRATION DOCUMENT 2010 261 ADDITIONNAL INFORMATION 8 Addresses of main subsidiaries and participations 8.5 ADDRESSES OF MAIN SUBSIDIARIES AND PARTICIPATIONS (February 2011) 1, quai du Point du Jour 92 656 BOULOGNE-BILLANCOURT CEDEX – FRANCE TF1 THÉMATIQUES LA CHAÎNE INFO – LCI USHUAIA TV SOCIÉTÉ D’EXPLOITATION ET DE DOCUMENTAIRES – STYLIA HISTOIRE ONECAST NT1 MONTE CARLO PARTICIPATION Immeuble Le Delta – 3-7 Quai du Point du Jour 92 100 BOULOGNE-BILLANCOURT TF1 PRODUCTION Atrium – 6, place Abel-Gance 92 100 BOULOGNE-BILLANCOURT TF1 ENTREPRISES TF1 VIDÉO UNE MUSIQUE TF1 PUBLICITÉ TF1 FILMS PRODUCTION TF1 DROITS AUDIOVISUELS TF1 INTERNATIONAL TF1 DISTRIBUTION TF1 D.S. WAT e-TF1 L’Amiral – 3, rue Gaston et René-Caudron 97 988 ISSY-LES-MOULINEAUX CEDEX – FRANCE EUROSPORT EUROSPORT France 87-89, rue de la Boétie 75008 PARIS SPS 120, avenue Charles-de-Gaulle 92 200 NEUILLY-SUR-SEINE – FRANCE TF6 SÉRIE CLUB Quai Péristyle 56 100 LORIENT – FRANCE TV BREIZH 3, rue du Commandant-Rivière 75 008 PARIS – FRANCE TCM DA Tour Maine Montparnasse 33, avenue du Maine – 75 015 PARIS – FRANCE LES NOUVELLES ÉDITIONS TF1 45, boulevard Victor-Hugo Bâtiment 264 93 534 AUBERVILLIERS Cedex – FRANCE TÉLÉSHOPPING TOP SHOPPING INFO SHOPPING EZ TRADING PLACE DES TENDANCES 6 bis, quai Antoine-I er MONACO TÉLÉ MONTE CARLO (TMC) Immeuble A du Parc Logistique « Parcolog » – Z.A. du Pot au Pin 33 610 CESTAS DUJARDIN 44 rue de Strasbourg 44 000 NANTES OUEST INFO]]></page>
	<page id="264"><![CDATA[REGISTRATION DOCUMENT 2010 262 ADDITIONNAL INFORMATION 8 Registration document and cross-reference table 8.6 REGISTRATION DOCUMENT AND CROSS-REFERENCE TABLE Cross-reference table – Subjects of the ﬁ rst appendix of EU regulation 809/2004 1 Persons responsible 258 2 Legal auditors of the accounts 195-208, 259 3 Selected finance information 260 3.1 Historical information 7, 13-18, 81-89, 111, 226, 228-230, 231, 260 3.2 Interim information NA 4 Risk factors 72-78, 110, 158-165 5 Information about the issuer 5.1 History and development of the company 7, 13-18, 210, 218- 220 5.2 Investments 19-20 6 Business overview 6.1 Principal activities 7-18 6.2 Principal markets 81-89, 90-106 6.3 Exceptional events NA 6.4 Possible dependence 167-170, 192 6.5 The basis for statements made by the issuer regarding its competitive position 81-89 7 Organisational structure 7.1 Summary 6 7.2 List of main subsidiaries 7, 192-193, 261 8 Property, plant and equipment 8.1 Main tangible fixed assets, existing or planned 125, 138, 180, 183 8.2 Environmental issues that may affect the use of the tangible fixed assets 32-39 9 Operating and financial review 9.1 Financial situation 90-106, 195-208 9.2 Operating results 90-106 10 Cash and capital resources 10.1 Capital resources of the issuer 117, 144, 221-231 10.2 Sources and amounts of cash flows 118, 177 10.3 Borrowing conditions and financial structure 146 10.4 Information on any restrictions on the use of capital resources that have materially affected or could materially affect the issuer’s operations 222-225 10.5 Anticipated sources of funding 158-165 11 Research and Development, patents and licences 19-20 12 Trend information 81-106 13 Profit forecasts or estimates 106 14 Administrative, management and supervisory bodies and senior management 14.1 Administrative and management bodies 43-50 14.2 Administrative and management bodies’ conflicts of interest 54]]></page>
	<page id="265"><![CDATA[REGISTRATION DOCUMENT 2010 263 ADDITIONNAL INFORMATION 8 Registration document and cross-reference table 15 Compensation and benefits 15.1 Amount of compensation paid and benefits in kind 66-71, 168-169, 191 15.2 Total amounts set aside or accrued to provide pensions, retirement or other benefits 147-149 16 Board and management practices 16.1 Date of expiration of current terms of office 43-50, 236, 238-239, 244-245, 259 16.2 Service contracts binding members of the administrative bodies 51-55 16.3 Information about the Audit Committee and Compensation Committee 55-56, 62 16.4 Corporate governance 51-56 17 Employees 17.1 Number of employees 24-32, 111 17.2 Share holdings and stock options 68-71, 166 17.3 Agreements for involving employees in the capital of the issuer 26 18 Main shareholders 18.1 Shareholders owning more than 5% of capital and voting rights 7, 211-212, 228-229 18.2 Different voting rights NA 18.3 Control of the issuer 228-229 18.4 Agreements known to the issuer, the operation of which may at a subsequent date result in a change in the control of the issuer 227 19 Related party transactions 107 20 Financial information concerning the assets and liabilities, financial situation and profits &amp;amp; losses of the issuer 20.1 Historical financial information 16-18, 111 20.2 Pro forma financial information 120, 258 20.3 Financial statements 113-194 20.4 Auditing of the historical annual information 197-200 20.5 Date of the latest financial information 260 20.6 Interim and other financial information NA 20.7 Dividend policy 18, 107-108, 231, 236-237, 243-244 20.8 Legal and arbitration proceedings 75-78, 147-149 20.9 Significant changes in the trading or financial situation NA 21 Additional information 21.1 Share capital 107-108, 111, 221, 226 21.2 Memorandum and Articles of Incorporation 210-217 22 Major contracts NA 23 Third party information and statements by experts and declarations of interest NA 24 Documents available to the public 234-235, 260 25 Information on holdings 109, 120, 133, 179,192-193]]></page>
	<page id="266"><![CDATA[REGISTRATION DOCUMENT 2010 264 ADDITIONNAL INFORMATION 8 Management Report of the board of directors and cross-reference table Elements of the management report as required by the Commercial Code, the Monetary and Financial Code, the AMF General Regulation and the General Tax Code Registration Document Activity, results and financial condition of the Company during the past financial year (articles L.225-100 et L.232-1 of the Commercial Code) 81-107 Activity, results and financial condition of the TF1 group during the past financial year (articles L.225-100-2 et L.233-26 of the Commercial Code) 81-107 Activity and results of the Company’s subsidiaries (article L.233-6 of the Commercial Code) 94, 192-193 Forecasted developments in the Company’s position (articles L.232-1 and L.233-26 of the Commercial Code) 106 Landmark events that occurred after the balance sheet date (articles L.232-1 and L.233-26 of the Commercial Code) 106 Research and development activities (articles L.232-1 et L.233-26 of the Commercial Code) 19-20 Significant shareholdings in companies based in France (article L.233-6 of the Commercial Code) 109 Information relating to the Company’s taking into account the environmental impact of its activities (articles L.225-100, L.225-102-1 and R.225-105 of the Commercial Code) 32-39 Information relating to the Company’s taking into account the social impact of its activities (articles L.225-100, L.225-102-1 and R.225-104 of the Commercial Code) 21-32 Description of the main risks and uncertainties faced by the Company (articles L.225-100 and L.225-100-2 of the Commercial Code) 72-78 TF1 group’s financial risk management strategy (articles L.225-100 and L.225-100-2 of the Commercial Code) 78 TF1 group’s exposure to price, credit, liquidity and cash-flow risks (articles L.225-100 and L.225-100-2 of the Commercial Code) 78 Statement and report on the delegations for a share capital increase (article L.225-100 of the Commercial Code) 222-224 Information required by article L. 225-100-3 of the Commercial Code that may have an impact on a public offer 56 Report on employee profit sharing plans at the balance sheet date (article L.225-102 of the Commercial Code) 228 Information related to the allocation of share capital (article L.233-13 of the Commercial Code) 228-229 Transactions relating to shares held by managers (article L.621-18-2 of the Monetary and Financial Code and article 223-26 of the AMF General Regulation) 222 Remunerations and benefits of every type for each of the Members of the Board (article L.225-102-1 of the Commercial Code) 66-71 List of offices or positions held by each of the Members of the Board in all companies (article L.225-102-1 of the Commercial Code) 43-50 Information required by article L. 225-211 of the Commercial Code in cases of transactions carried out by the Company with its treasury shares 222 Dividends distributed during the last three years (article 243 bis of the General Tax Code) 108 Changes made to the format of the financial statements (article L.232-6 of the Commercial Code) 80 8.7 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS AND CROSS-REFERENCE TABLE The 2010 management report reporting of the elements mentioned below is included in this Registration Document. It was approved by the Board of Directors of TF1 SA on February 16, 2011.]]></page>
	<page id="267"><![CDATA[Registration document is available on www.tf1ﬁ nance.fr]]></page>
	<page id="268"><![CDATA[TELEVISION FRANÇAISE 1 – TF1 A public Limited Company “Société Anonyme” with a share capital of €42 682 098,40 Registered of ce : 1, Quai du Point du Jour – 92100 BOULOGNE BILLANCOURT 326 300 159 RCS NANTERRE]]></page>

</searchText>