FORM 20-F THOMSON multimedia - Technicolor

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Amount of Commitment Expiration per Period Less than Commercial Commitments Total 1 year 2-3 years 4-5 years After 5 years (1 in millions) Unconditional Future Payments Royalties (1) ..................................................... 100 15 24 24 37 Contingent Future Payments Guarantees given to (2) suppliers..................................................... 24 21 3 — — legal court proceedings and custom duties 30 20 9 — 1 others......................................................... 15 2 2 3 8 Total........................................................... 68 43 14 3 9 Standby letters of credit (3) ............................. 101 100 1 — — (1) Royalties to be paid for which future amounts are fixed. Royalties to be paid for which the amount is based on a per unit basis are not included except if a fixed minimum amount has been agreed. (2) Guarantees given for legal court proceedings secure the future payment we would be obligated to make in case of unfavorable determination of the proceeding. For information regarding contingencies related to legal proceedings and environmental matters please refer to Note 26 to our consolidated financial statements. Other guarantees given relate mainly to 0 10 million of guarantees to an external leasing company financing some of our customers. (3) Standby letters of credit relate mainly to guarantees in favor of suppliers. 56
ITEM 6 — DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A — Directors and Senior Management Board of Directors Our management is entrusted to a Board of Directors, which has fifteen members, including thirteen Directors and two Censeurs (non-voting Board members). Members of the Board of Directors are appointed for five years, except Directors representing the employees and Censeurs, who are appointed for eighteen months. Members of the Board of Directors must hold at least one hundred shares and must resign at the age of seventy, except Directors representing the employees and Censeurs. Among the thirteen Directors currently on our Board, one has been appointed by the French State, two have been elected as independent directors, three have been proposed by Thomson S.A., each of Alcatel, Carlton, DIRECTV, Microsoft and NEC has appointed one Director, pursuant to their original investment agreements in our company, and two have been elected by the employees. The appointment of the two Censeurs will be proposed to the shareholders at the next ordinary general shareholders’ meeting scheduled to be held on May 3, 2002. The Board of Directors met nine times during 2001. Board Committees In March 1999, the Board of Directors formed three advisory committees: ) The Strategy Committee advises the Board of Directors on projects linked to our development (investments and competitiveness), the development of industrial partnerships and the review of draft strategic memoranda of understanding. The Strategy Committee met three times in 2001. ) The People and Organization Committee examines questions relating to the operation of the Board of Directors, management compensation, employee shareholding projects and profit-sharing incentive plans. The People and Organization Committee met three times in 2001. ) The Audit Committee supervises the quality of our accounting and financial statements as well as all control procedures. The Audit Committee met twice in 2001. The following table shows the names of the members of the Board of Directors, their main occupations, the dates of their initial appointment and the expiration dates of their current term. Initially Other business Principal Occupation Appointed Term activities outside Name or Employment to Board Expires Thomson Directors Thierry Breton (1)(3) .................... Chairman and CEO, March 1997 2004 Chairman, Thomson Thomson S.A.; Director, AXA, Bouygues Telecom, Rhodia, Schneider Electric S.A., Dexia and la Poste (the French Postal Office) Pierre Cabanes (3) ..................... Chairman, Antée June 1988 2004 N/A S.A.S. Frank Dangeard (2) .................... Vice Chairman of the March 1999 2004 N/A Board and Senior Executive Vice President, Thomson 57
Page 1 and 2:
As filed with the Securities and Ex
Page 3 and 4:
INTRODUCTION In this Annual Report
Page 5 and 6: PART I ITEM 1 — IDENTITY OF DIREC
Page 7 and 8: 1997 1998 1999 2000 2001 (1) 2001 1
Page 9 and 10: B — Exchange Rate Information Our
Page 11 and 12: we have limited operating history,
Page 13 and 14: projects that such shareholder may
Page 15 and 16: publishers, network operators and e
Page 17 and 18: division. Our relative decrease in
Page 19 and 20: we initiated at the end of 2001 our
Page 21 and 22: approval. Nextream combines busines
Page 23 and 24: ) Digital Optical Components We pro
Page 25 and 26: our presence with global retailers
Page 27 and 28: product. Through Nextream, we will
Page 29 and 30: ) Within personal media services, w
Page 31 and 32: We have obtained significant price
Page 33 and 34: Location Division Products Asia: Ba
Page 35 and 36: ITEM 5 — OPERATING AND FINANCIAL
Page 37 and 38: and 10% in 1999. The acquisition of
Page 39 and 40: Accordingly, under U.S. GAAP, the g
Page 41 and 42: effect of the events of September 1
Page 43 and 44: labor costs resulting from the impl
Page 45 and 46: Our operating income under U.S. GAA
Page 47 and 48: offerings, the accounting treatment
Page 49 and 50: GROWL in the United States. These p
Page 51 and 52: Other income and expense Other inco
Page 53 and 54: In evaluating our cash flow perform
Page 55: Guarantees given by subsidiaries of
Page 59 and 60: Initially Other business Principal
Page 61 and 62: Charles Dehelly was appointed Chief
Page 63 and 64: The following table, sets forth the
Page 65 and 66: French subsidiaries will pay bonuse
Page 67 and 68: our shares and have a nominal value
Page 69 and 70: exclusive right to grant licenses t
Page 71 and 72: In connection with the investigatio
Page 73 and 74: consumers who acquired certain tele
Page 75 and 76: are also permitted to offer investo
Page 77 and 78: The tables below set forth, for the
Page 79 and 80: ITEM 10 — ADDITIONAL INFORMATION
Page 81 and 82: general meeting affecting these rig
Page 83 and 84: oth for a period of up to five year
Page 85 and 86: an ordinary general meeting, or by
Page 87 and 88: that Euroclear France provide us at
Page 89 and 90: The shareholders, at an extraordina
Page 91 and 92: This discussion is intended only as
Page 93 and 94: ) a tax-exempt organization, ) a li
Page 95 and 96: A simplified certificate must state
Page 97 and 98: ITEM 11 — QUANTITATIVE AND QUALIT
Page 99 and 100: Sensitivity To Exchange Rate Fluctu
Page 101 and 102: December 31, 2000 December 31, 2001
Page 103 and 104: ITEM 17 — FINANCIAL STATEMENTS No
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FORM 20-F THOMSON multimedia - Technicolor

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