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4

Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements |

Consolidated

Financial Statements

| Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements

Note 1. Accounting policies and valuation methods

Vivendi is a limited liability company (

société anonyme

) incorporated

under French law and subject to French commercial company law

including the French Commercial Code (

Code de commerce

). Vivendi

was incorporated on December 18, 1987, for a term of 99 years expiring

on December 17, 2086, except in the event of an early dissolution or

unless its term is extended. Its registered office is located at 42 avenue

de Friedland – 75008 Paris (France). Vivendi is listed on Euronext Paris

(Compartment A).

Vivendi operates a number of companies that are leaders in content and

media. Canal+ Group is the French leader in pay-TV and is also present

in African countries, Poland, and Vietnam; its subsidiary Studiocanal, is

a leading European player in the production, acquisition, distribution and

sale of films and TV series. Universal Music Group is the world’s leader in

music. Vivendi Village brings together Vivendi Ticketing, Wengo (expert

counseling), Watchever (subscription video-on-demand). In addition,

Vivendi controls GVT, the leading Brazilian alternative operator.

Vivendi deconsolidated SFR, Maroc Telecom group and Activision

Blizzard as from November 27, 2014, May 14, 2014 and October 11, 2013,

respectively, each date being the date of their effective sale by Vivendi.

Moreover, as a result of the plan to sell GVT, this business has been

reported in Vivendi’s Consolidated Statement of Earnings as a

discontinued operation, in accordance with IFRS 5.

The Consolidated Financial Statements reflect the financial and

accounting situation of Vivendi and its subsidiaries (the “group”) together

with interests in equity affiliates. Amounts are reported in euros and all

values are rounded to the nearest million.

On February 11, 2015, at a meeting held at the headquarters of the

company, the Management Board approved the Financial Report and

the Consolidated Financial Statements for the year ended December 31,

2014. They were examined by the Audit Committee at its meeting held

on February 20, 2015 and the Supervisory Board, at its meeting held on

February 27, 2015.

On April 17, 2015, the Consolidated Financial Statements for the year

ended December 31, 2014 will be submitted for approval at Vivendi’s

Annual General Shareholders’ Meeting.

Note 1.

Accounting policies and valuation methods

1.1. Compliance with accounting standards

The 2014 Consolidated Financial Statements of Vivendi SA have been

prepared in accordance with International Financial Reporting Standards

(IFRS) as endorsed by the European Union (EU), and in accordance with

IFRS published by the International Accounting Standards Board (IASB)

with mandatory application as of December 31, 2014.

Vivendi applied from the first quarter of 2014 IFRIC 21 interpretation –

Levies

, issued by the IFRS Interpretation Committee (IFRS IC) on May 20,

2013, endorsed by the EU on June 13, 2014 and published in the EU

Official Journal on June 14, 2014. IFRIC 21 clarifies the treatment of

certain levies, in accordance with IAS 37 –

Provisions, Contingent

Liabilities and Contingent Assets

.

IFRIC 21 specifically addresses the accounting of a liability to pay a levy

imposed by public authorities on entities in accordance with legislation

(i.e., laws or regulations), except for income tax and value-added taxes.

Applying this interpretation has led to the modification, where necessary,

of the analysis of the obligating event triggering recognition of the

liability. This interpretation, which mandatorily applies to accounting

periods beginning on or after January 1, 2014 (and retrospectively as

from January 1, 2013), had no material impact on Vivendi’s Financial

Statements.

In addition and as a reminder, as from the Condensed Financial

Statements for the first quarter of 2013, Vivendi voluntarily opted for

the early application, with retrospective effect as from January 1, 2012,

of the standards relating to the principles of consolidation: IFRS 10 –

Consolidated Financial Statements

, IFRS 11 –

Joint Arrangements

,

IFRS 12 –

Disclosure of Interests in Other Entities

, IAS 27 –

Separate

Financial Statements

, and IAS 28 –

Investments in Associates and Joint

Ventures

(refer to Note 1 to the Consolidated Financial Statements for the

year ended December 31, 2013 – pages 220 to 235 of the Annual Report).

The application of these standards had no material impact on Vivendi’s

Financial Statements.

1.2. Presentation of the Consolidated Financial Statements

1.2.1.

Consolidated Statement of Earnings

The main line items presented in Vivendi’s Consolidated Statement

of Earnings are revenues, income from equity affiliates, interest,

provision for incomes taxes, earnings from discontinued or held for

sale operations, and earnings. The Consolidated Statement of Earnings

presents a subtotal for Earnings Before Interest and Tax (EBIT) equal to

the difference between charges and income (excluding those financing

activities, equity affiliates, discontinued or held for sale operations, and

income taxes).

The charges and income related to financing activities consist of interest,

income from investments, as well as other financial charges and income

as defined in paragraph 1.2.3 and presented in Note 5.

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Annual Report 2014