Page 317 - 2012 Annual Report

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VIVENDI l 2012 l Annual Report
FINANCIAL REPORT – CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS –
STATUTORY FINANCIAL STATEMENTS 4
4
III - CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 28 Major consolidated entities or entities accounted under equity method
Note Country
December 31, 2012 December 31, 2011
Accounting
Method
Voting
Interest
Ownership
Interest
Accounting
Method
Voting
Interest
Ownership
Interest
Global Village Telecom (Holding) S.A. Brazil C 100% 100% C 100% 100%
Global Village Telecom Ltda Brazil C 100% 100% C 100% 100%
POP Internet Ltda Brazil C 100% 100% C 100% 100%
Innoweb Ltda Brazil C 100% 100% C 100% 100%
Groupe Canal+ S.A. France C 100% 100% C 100% 100%
Canal+ France S.A. France C 80% 80% C 80% 80%
Société d’Edition de Canal Plus (b) France C 49% 39% C 49% 39%
MultiThématiques S.A.S. France C 100% 80% C 100% 80%
TPS Star S.N.C. (c) France - - - C 100% 80%
Canal+ Overseas S.A.S. France C 100% 80% C 100% 80%
Canal+ Distribution S.A.S. France C 100% 80% C 100% 80%
D8 2.2 France C 100% 100% - - -
StudioCanal S.A. France C 100% 100% C 100% 100%
TVN (d) 2.3 Poland E 40% 21% - - -
Canal+ Cyfrowy S.A. (d) 2.3 Poland C 51% 51% C 75% 75%
VSTV (e) Vietnam C 49% 49% C 49% 49%
Other
See Tickets United Kingdom C 100% 100% C 100% 100%
Digitick France C 100% 100% C 92% 92%
Vivendi Mobile Entertainment France C 100% 100% C 100% 100%
Wengo France C 100% 95% C 100% 100%
Elektrim Telekomunikacja Poland C 100% 100% C 100% 100%
C: Consolidated; E: Equity.
(a) Vivendi consolidates Activision Blizzard and its subsidiaries because it holds the right to appoint a majority of members to Activision Blizzard’s Board of
Directors and thus has the power to govern Activision Blizzard’s financial and operational policies in order to obtain benefits from its operations. Until
July 2013, the approval of certain matters by the Activision Blizzard Board of Directors requires the affirmative vote of a majority of the votes present
or otherwise able to be cast by the Board and at least a majority of the independent directors of the Board. However, until July 2013, the distribution
of any dividend by Activision Blizzard requires the affirmative vote of a majority of the independent directors if Activision Blizzard’s pro forma net
debt, after giving effect to such dividend, exceeds $400 million. Moreover, due to Activision Blizzard’s stock repurchase program, the exercise of stock
options, restricted stocks, and other dilutive instruments by Activision Blizzard’s employees, Vivendi’s ownership interest in Activision Blizzard may
fluctuate from time to time.
(b) In 2011, Canal+ SA was renamed Société d’Edition de Canal Plus. This company is consolidated because (i) Vivendi has majority control over the Board
of Directors, (ii) no other shareholder or shareholder group is in a position to exercise substantive participating rights that would allow them to veto or
block decisions taken by Vivendi and (iii) Vivendi assumes the majority of risks and benefits pursuant to an agreement with this company via Canal+
Distribution S.A.S. Indeed, Canal+ Distribution, wholly-owned by Vivendi, guarantees this company’s results in return for exclusive commercial rights
to its subscriber base.
(c) On October 1, 2012, the company TPS Star S.N.C was merged with the company MultiThématiques S.A.S by means of a transfer of assets.
(d) On November 30, 2012, as part of the strategic partnership involving Polish pay-TV, Canal+ Group acquired a 40% interest in N-Vision, which indirectly
holds 52% of TVN. Simultaneously, Canal+ Group’s ownership of Canal+ Cyfrowy S.A. (Cyfra+ platform) was diluted by the contribution of the company
ITI Neovision (“n” platform). Therefore, as of December 31, 2012, Canal+ Group held a 51% interest in Canal+ Cyfrowy, which owns the company ITI
Neovision at 100%.
(e) VSTV (Vietnam Satellite Digital Television Company Limited) is 49% held by Canal+ Group and 51% by VCTV, a VTV subsidiary (the Vietnamese public
television company). This company has been consolidated by Vivendi given that Canal+ Group has both operational and financial control over it due to
a general delegation that was granted by the majority shareholder and to the company’s bylaws.