TECHNICOLOR_REGISTRATION_DOCUMENT_2017

- 6 FINANCIAL STATEMENTS

Notes to the consolidated financial statements

In accordance with IFRS 12, significant judgment in determining control on entities even though Technicolor does not hold voting rights is disclosed below. Since June 2013, Tech Finance was fully consolidated as its only relevant activity was to lend the funds got from third parties to Technicolor. Following the repayment of the Old Term Loan Debt issued by Tech Finance in 2013, 2014 and 2015, Tech Finance was liquidated in December 2017.

The purchase price consisted of : an upfront payment of U.S.$15.5 million (€14 million at May 17, ■ 2017 exchange rate); a price adjustment for U.S.$2.5 million (€2 million at May 17, 2017 ■ exchange rate) to be refunded by LG Electronics in January 2018; a maximum earn-out of €26 million over the next 3 years subject to ■ the performance of the business. As of December 31, 2017, the earn-out was estimated to U.S.$10 million (€9 million at May 17, 2017 exchange rate) A purchase price allocation has been performed to identify tangible and intangible assets and liabilities. As a result, a customer relationship for €2 million with a useful life of 5 years was identified. Final goodwill of €13 million is primarily related to synergies that Technicolor anticipates following the integration of this business into the Connected Home segment.

Change in the scope 2.2.

of consolidation of 2017

[G4-13] [GA-20]-[G4-23] GRI

LG Set-Top Box Business On May 17, 2017, Technicolor acquired from LG Electronics its Set-Top Box business through an Asset Purchase Agreement. This acquisition is included into the Connected Home segment.

The purchase price allocation is as follows:

Fair Value

(€ in million converted at May 17, 2017 exchange rate)

Net asset acquired Property, plant and equipment

1

Intangible assets

2 5

Working Capital and other assets and liabilities

TOTAL NET ASSET ACQUIRED

8

Purchase price paid (before price adjustment)

14

Price adjustment

(2)

Earn-out payments’ estimates

9

TOTAL PURCHASE CONSIDERATION

21 13

GOODWILL

No other significant acquisition occurred in 2017.

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TECHNICOLOR

REGISTRATION DOCUMENT 2017