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4

Non-GAAP measures in Statement of Earnings

Financial Report

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

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

II - Appendices to the Financial Report: Unaudited

supplementary financial data

1. Non-GAAP measures in Statement of Earnings

Income from operations, EBITA and adjusted net income, non-GAAP

measures, should be considered in addition to, and not as a substitute

for, other GAAP measures of operating and financial performance, as

presented in the Consolidated Financial Statements and the related

notes or as described in the Financial Report, and Vivendi considers that

they are relevant indicators to assess the group’s operating and financial

performance. Vivendi Management uses income from operations, EBITA

and adjusted net income for reporting, management, and planning

purposes because they better illustrate the underlying performance of

continuing operations by excluding most non-recurring and non-operating

items. Each of these indicators are defined in Section 4 of this report or

in Notes to the Consolidated Financial Statements for the year ended

December 31, 2014.

Reconciliation of EBIT to EBITA and to income from operations

(in millions of euros)

Year ended December 31,

2014

2013

EBIT

(a)

736

637

Adjustments

Amortization of intangible assets acquired through business combinations

344

350

Impairment losses on intangible assets acquired through business combinations

(a)

92

6

Other income

(a)

(203)

(88)

Other charges

(a)

30

50

EBITA

999

955

Adjustments

Charges related to equity-settled share-based compensation plans

9

23

Special items excluded from income from operations

(including transition/integration costs, and restructuring costs)

100

153

Income from operations

1,108

1,131

(a)

As reported in the Consolidated Statement of Earnings.

191

Annual Report 2014