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Vivendi: First Half Year Results as Expected, Enabling the Group to Confirm 2012 Forecasts



  Vivendi: First Half Year Results as Expected, Enabling the Group to Confirm
  2012 Forecasts

Business Wire

PARIS -- August 30, 2012

Regulatory News:

Vivendi (Paris:VIV) :

Note: This press release contains unaudited consolidated earnings established
under IFRS, which were approved by Vivendi’s Management Board on August 27,
2012.

  * Revenues: €14.1 billion, down 1.2% compared to first half 2011.
  * EBITA^1: €2.9 billion,  down 12.7% compared to first half 2011 due to
    SFR’s lower contribution and the unfavorable impact under IFRS standards
    of the Activision Blizzard games release schedule. Good performances of
    GVT (+19.3%) and Universal Music Group (+18.2%).
  * Adjusted Net Income^2: €1.5 billion, down 16.6% compared to first half
    2011, mainly due to a decrease in EBITA and increased taxes.
  * 2012 Adjusted Net Income forecast maintained excluding telecoms
    restructuring charges: Adjusted Net Income should be above €2.5 billion 
    before the impact of transactions announced during second half 2011 (EMI,
    Direct 8, Direct Star et ITI-TVN) and telecoms restructuring charges.
  * Year-end net debt outlook confirmed at  below €14 billion^3.

“Vivendi achieved first half year results enabling the group to confirm its
full year Adjusted Net Income forecast.

All our businesses are focused on developing solid commercial performances and
on continuously adapting their cost base.

We remain totally committed to recreating shareholder value, growing adjusted
net income per share and keeping a strong credit rating. With this in mind, we
will continue to work, together with the Supervisory Board, on Vivendi’s
strategic development. We will communicate on the group’s necessary evolution
as and when appropriate.”

                                  Jean-François Dubos, Chief Executive Officer

                       Comments on Business Highlights

                             Activision Blizzard

For the first six months, Activision Blizzard had the top three best-selling
games in North America and Europe at retail^4 with Skylanders Spyro’s
Adventures®, Call of Duty: Modern Warfare® 3 and Diablo® III. Released on May
15, 2012, Diablo III set a new industry launch record^5 for PC games with, as
of the first 24 hours, more than 3.5 million copies sold and more than 4.7
million gamers altogether^6. Diablo III was also the #1 best-selling^5 PC game
for the first six months of 2012.

Due to accounting principles that require that revenues and related cost of
sales associated with games with an online component be deferred over the
estimated customer service period, the majority of revenues associated with
Diablo III were deferred, and will be recognized in future quarters.
Therefore, Activision Blizzard’s IFRS revenues were down 6.8% at €1,731
million (-13.6% at constant currency) compared to first half 2011.

World of Warcraft subscription revenues were lower due to a lower subscriber
level and lower catalogue sales from Cataclysm (launched in the fourth quarter
of 2010). Moreover, revenues related to Call of Duty digital offerings and
catalogue were lower compared to the same period last year. The continued
strong performance of Skylanders partially offset these impacts.

EBITA was €572 million, a 31.3% decrease (-35.6% at constant currency). The
balance of the deferred operating margin was €655 million as of June 30, 2012,
compared to €378 million as of June 30, 2011.

In early July, Activision Blizzard announced that it had an expanded
investment through an agreement with leading Internet services provider
Tencent to bring Call of Duty® Online to the Chinese market.

For the second half of the year, Activision Blizzard expects a strong sales
level due to its product slate which includes the launch of World of
Warcraft®: Mists of Pandaria™ on September 25, Skylanders Giants™ on October
19 and Call of Duty: Black Ops II on November 13.

The full year EBITA outlook for Activision Blizzard has been upgraded to
around €800 million (compared to the previous forecast of above €750 million),
due to better-than-expected second quarter results.

During first half 2012, Activision Blizzard purchased 26 million shares of its
common stock, for an aggregate amount of approximately $315 million. Vivendi
held an approximate 62% interest of Activision Blizzard as of June 30, 2012.

                            Universal Music Group

During first half 2012, Universal Music Group (UMG)’s recorded music best
sellers included new releases from Justin Bieber, Madonna, Nicki Minaj and Les
Enfoirés bolstered by the breakthrough success of new artists such as Lana Del
Rey and Gotye.

UMG’s revenues were €1,922 million, a 3.2% increase compared to first half
2011. Higher revenues were driven by increased music publishing revenues and
improved recorded music sales in North America. It was also due to favorable
currency movements. Revenues were down 1.0% at constant currency. An 8.9%
increase in digital sales and higher license income almost offset the falling
demand for physical product and lower merchandising revenues. First half 2011
also benefited from the success of Lady Gaga’s Born This Way album.

UMG’s EBITA was €156 million, an 18.2% increase compared to first half 2011
(+15.3% at constant currency), driven by continued cost management and an
improved product mix. EBITA margin increased 1.0 percentage point compared to
first half 2011, from 7.1% to 8.1%.

UMG’s activities during second half 2012 should benefit from the sales of new
albums from The Killers, No Doubt, Robbie Williams, Rolling Stones, Taylor
Swift, Florent Pagny, Girls Generation, Diana Krall, Eros Ramazzotti and
Alejandro Sanz.

The acquisition of EMI Music’s recorded music activities is currently subject
to the approvals from certain regulatory authorities, although approval has
already been received from Japan, New Zealand, and Canada.

                                     SFR

SFR’s revenues^7 amounted to €5,761 million, a 5.9% decrease compared to first
half 2011 due to progressive price cuts caused by the new competitive
environment and to several price cuts imposed by the regulators^8. Excluding
the impact of these regulatory decisions, revenues decreased by 1.7%.

Mobile^9 revenues amounted to €3,881 million, an 8.8% decrease compared to
first half 2011. Mobile service^10 revenues decreased by 8.6% to €3,663
million. Excluding the impact of regulated price cuts, mobile service revenues
decreased by 2.0%.

In second quarter 2012, SFR’s postpaid mobile customer base returned to growth
with 122,000 net additions due to the good performance of Enterprise and M to
M, and the improving trend of Residential customer recruitments. SFR reacted
quickly to the evolution of the French market:

  * On January 19, regarding low-cost offers, with the adjustment of the Red
    range;
  * On February 2, regarding SFR’s core range, with tariff adjustments on the
    “Formules Carrées”; and
  * On June 5, with the launch of Buzz Mobile (low-cost calls to worldwide
    destinations) followed by the launch of a new prepaid range.

At the end of June 2012, SFR’s postpaid mobile customer base reached 16.414
million, a 2.3% increase year-on-year. The customer mix (the percentage of the
number of postpaid customers in the total customer base) amounted to 79.0%, a
2.8 percentage points increase year-on-year. SFR’s total mobile customer base
reached 20.790 million. Mobile Internet usage continued to develop, with 46%
of SFR customers being equipped with a smartphone (compared to 34% at the end
of June 2011) and a 2.9% increase in mobile data revenues compared to first
half 2011.

Broadband Internet and fixed^9 revenues amounted to €1,981 million, a 1.0%
decrease compared to first half 2011 and a 0.2% decrease excluding the impact
of regulated price cuts. Excluding regulatory impacts, broadband Internet mass
market revenues increased by 1.6%.

At end of June 2012, the active broadband Internet residential customer base
totaled 5.016 million, with 22,000 net additions in the second quarter of 2012
and an accelerated penetration of the convergent quadruple play offer
(“Multi-Pack de SFR”), with 1.6 million customers at the end of June 2012.

SFR’s EBITDA was €1,848 million, a 5.0% decrease compared to first half 2011
and its EBITA was €1,113 million, a 10.3% decrease compared to first half
2011.

SFR is preparing an adjustment plan of its cost structure. This plan aims to
achieve annual operating cost savings of around €500 million by the end of
2014, in addition to a significant decrease in variable costs. In order to
preserve future growth perspectives, SFR plans to maintain an investment level
of €1.4-€1.5 billion per year, in particular in mobile broadband (4G).

                             Maroc Telecom group

Maroc Telecom group’s revenues were €1,363 million, stable at +0.1% compared
to first half 2011 (-0.8% at constant currency), due to lower revenues in
Morocco, in a competitive environment of persistent price cuts in the mobile
segment, offset by the solid growth in the sub-Saharan African countries. The
group’s overall customer base showed solid momentum and reached over
31 million customers at the end of June 2012, a 13.7% increase mainly due to
the 37% growth in the international customer base, year-on-year.

Activities in Morocco generated revenues of €1,067 million, a 4.3% decrease
compared to first half 2011

(-5.3% at constant currency). This change reflected the lower mobile
call-termination rates on inbound mobile revenues, intentionally lower
revenues from mobile handset sales in order to reduce acquisition costs, and
the decrease in fixed revenues. Outgoing mobile revenues increased slightly,
as a result of a 40% rise in usage.

In sub-Saharan Africa, Maroc Telecom group generated revenues of €313 million,
a 22.3% increase compared to first half 2011 (+21.7% at constant currency).
This performance resulted from very strong growth in mobile customer bases
(+39%) and higher customer usage.

Maroc Telecom group’s EBITDA amounted to €751 million, a 3.0% increase
compared to first half 2011 (+2.0% at constant currency). This increase is
supported by Morocco and sub-Saharan Africa. EBITDA margin of the group
increased to reach 55.1%, up 1.5 percentage point compared to first half 2011.

Maroc Telecom group’s EBITA amounted to €463 million, a 12.8% decrease
compared to first half 2011

(-13.7% at constant currency). A €72 million restructuring provision was
accounted for following the initiation of a voluntary redundancy plan in
Morocco in June 2012. Excluding the restructuring provision, EBITA amounted to
€535 million, a 0.8% increase (-0.4% at constant currency), representing a
39.3% margin, a 0.3 percentage point increase.

On the basis of recent market evolutions and to the extent that no new major
event would interfere with the group’s activities, the Maroc Telecom group
maintains its guidance and forecasts, excluding restructuring charges, for an
EBITA margin of approximately 38% and stable cash flow from operations (CFFO)
in local currency compared to 2011^11.

                                     GVT

GVT’s revenues reached €853 million, a 25.1% increase compared to first half
2011 (+31.4% at constant currency); excluding the impact of change in VAT
policy, revenues increased by 42% at constant currency. Broadband service
revenues increased by 16.7% (+22.4% at constant currency) and voice service
revenues increased by 26.2% (+32.4% at constant currency) compared to first
half 2011.

As a result of commercial efforts and geographical network expansion, GVT’s
lines in service (LIS)^12 reached over 7.414 million (a 41.1% increase
year-on-year). Regarding total Broadband LIS, customer’s base profile with
speed equal to or higher than 15 Mbps reached 40.7%, compared to 24.0% for
first half 2011. GVT expanded its coverage to 11 additional cities during
first half 2012 and ended the second quarter covering 130 cities.

GVT’s EBITDA was €346 million, a 21.4% increase compared to first half 2011
(+27.3% at constant currency) and EBITDA margin reached 40.6%. Excluding the
costs related to the pay-TV service, telecom EBITDA margin reached 43.1%,
representing a 0.9 percentage point increase year-on-year.

GVT’s EBITA was €223 million, a 19.3% increase compared to first half 2011
(+25.3% at constant currency).

Through its hybrid pay-TV service combining broadcasting of channels via
satellite and interactive services via IPTV (Internet Protocol TV), GVT
already acquired around 203,000 subscribers as of June 30, 2012. During second
quarter of 2012, GVT achieved a market share of 11% net adds of the entire
Brazilian pay-TV market (keeping in mind that GVT markets its services only in
its network deployment areas).

GVT’s capital expenditures amounted to €528 million, a 57.1% increase compared
to first half 2011, of which almost €140 million related to pay-TV. Capital
expenditure is essentially related to pay-TV service development, expansion
and network deployment.

For the full year, GVT revenues growth guidance is now above 30’s at constant
currency, versus mid-30’s previously, and the group increases its EBITDA
margin outlook slightly above 40% (including the impact of pay TV launch),
versus around 40% previously.

                                 Canal+ Group

Canal+ Group’s revenues were €2,470 million compared to €2,392 million for
first half 2011, a 3.3% increase year-on-year.

Canal+ France’s revenues, which include Canal+ Group pay-TV operations in
mainland France, French overseas territories and Africa, were up 2.3% and
reached €2,064 million, driven by subscription portfolio growth, higher
advertising revenues, and despite an increase in the VAT rate (€20 million
impact). Canal+ France portfolio recorded a net growth of almost 350,000
subscriptions compared to the end of June 2011, with almost 140,000
subscriptions from Africa.

Revenues from all other Canal+ Group activities also grew strongly, thanks
particularly to a positive momentum at StudioCanal as well as to a strong
increase of its pay-TV activities in Vietnam.

Canal+ Group’s EBITA was €483 million compared to €495 million for first half
2011. The results of mainland France were impacted by seasonal effects.

Major strategic operations in France (acquisition project of the Direct 8 and
Direct Star DTT channels) and Poland (partnership project plan with ITI/TVN in
free and pay-TV channels) are currently being reviewed by the relevant
regulatory authorities.

              Comments on Key Financial Consolidated Indicators

Revenues were €14,084 million, compared to €14,253 million for first half 2011
(-1.2%, or -2.3% at constant currency).

Restructuring charges and other operating charges and income amounted to a net
charge of €123 million, compared to a net charge of €78 million for first half
2011. For first half 2012, they primarily included restructuring charges for
€123 million, of which €72 million related to the expected cost of a voluntary
redundancy plan at Maroc Telecom and €33 million incurred by UMG. For first
half 2011, restructuring charges amounted to €64 million, of which €37 million
were incurred by UMG and €16 million were incurred by Activision Blizzard.

EBITA was €2,937 million, compared to €3,363 million for first half 2011
(-12.7%, or -13.6% at constant currency). This change mainly reflects the
decline in the performances of Activision Blizzard (-€261 million, due to the
launch schedule for video games), SFR (-€128 million), Maroc Telecom group
(-€68 million, including the €72 million cost of a voluntary redundancy plan)
and Canal+ Group (-€12 million), partially offset by the operating
performances of GVT (+€36 million) and Universal Music Group (+€24 million).

Other income amounted to €8 million, compared to €1,289 million for first half
2011. For first half 2011, it primarily included the impact of the final
settlement on January 14, 2011 of the litigation over the share ownership of
PTC in Poland (€1,255 million).

Other charges amounted to €56 million, compared to €459 million for first half
2011. For first half 2011, they mainly included the capital loss incurred on
January 25, 2011 on the sale of Vivendi’s remaining 12.34% interest in NBC
Universal (€421 million of which €477 million related to a foreign exchange
loss attributable to the decline in value of the US dollar since January 1,
2004).

Income from equity affiliates was a €13 million charge, unchanged compared to
first half 2011.

Interest was an expense of €286 million, compared to €207 million for first
half 2011 (+38.2%).

Income from investments was €4 million, compared to €74 million for first half
2011. For first half 2011, it included €70 million attributable to the balance
of the contractual dividend paid by GE to Vivendi on January 25, 2011 as part
of the completion of the sale by Vivendi of its interest in NBC Universal.

Income taxes reported to adjusted net income was a net charge of €711 million,
compared to a net charge of €612 million for first half 2011. This change
mainly reflected the €215 million decrease in current tax savings related to
the Consolidated Global Profit Tax and Vivendi SA’s tax group Systems due to
the changes in French Tax Law in the second half of 2011, i.e, the deduction
for tax losses carried forward was capped at 60% of taxable income
(-€87 million) and the change in the Consolidated Global Profit Tax System
(-€54 million), as well as the decline in SFR’s taxable income (-€73 million).
For first half 2012, current tax savings related to the Consolidated Global
Profit Tax and Vivendi SA’s tax group Systems amounted to €209 million
(compared to €424 million for the first half of 2011). This unfavorable change
was partially offset by the decline in the taxable income of Activision
Blizzard and Maroc Telecom group. The effective tax rate reported to adjusted
net income was 26.8% (compared to 18.9% for first half 2011).

Adjusted net income attributable to non-controlling interests were
€402 million, compared to €771 million for first half 2011. The €369 million
decrease was primarily attributable to the impact of the acquisition of
Vodafone’s 44% interest in SFR (-€242 million) as well as the decline in the
performances of Activision Blizzard (-€59 million) and SFR (-€58 million).

Adjusted net income were €1,529 million (or €1.19 per share) compared to
€1,834 million (or €1.44 per share) for first half 2011, a €305 million
decrease (-16.6%).

Earnings attributable to Vivendi SA shareowners were €1,160 million (or €0.90
per share), compared to €2,558 million (or €2.00 per share) for first half
2011, a €1,398 million decrease (-54.7%). This evolution is primarily due to a
€1,255 million income recorded in first half 2011 related to the final
settlement of a litigation over the share ownership of PTC in Poland.
Furthermore, no reserve has been set up at this stage in the accounts
regarding the lawsuit filed by Liberty Media Corporation, for claims arising
out of the agreement entered into by Vivendi and Liberty Media in May 2002. On
June 25, 2012, a jury ordered Vivendi to pay €765million. Vivendi strongly
believes there are many grounds for appeal and continues to pursue all
available paths of action to overturn the verdict and reduce the damages
award.

Cash flow from operations, before capital expenditures net (CFFO before capex,
net) remains at a high level of €3.3 billion (-4.2% compared to first half
2011). The lower contribution of SFR (-13.0%) was almost offset by the good
performance of all the other activities, in particular Maroc Telecom group
(+11.9%) and UMG (+57.5%).

For additional information, please refer to the “Financial Report and
Condensed unaudited Financial Statements for the half year ended June 30,
2012”, which will be released later online on Vivendi’s website
(www.vivendi.com).

About Vivendi

Vivendi is at the heart of the worlds of content, platforms and interactive
networks.

Vivendi combines the world leader in video games (Activision Blizzard), the
world leader in music (Universal Music Group), the French leader in
alternative telecoms (SFR), the Moroccan leader in telecoms (Maroc Telecom),
the leading alternative broadband operator in Brazil (GVT) and the French
leader in pay-TV (Canal+ Group).

In 2011, Vivendi achieved revenues of €28.8 billion and adjusted net income of
€2.95 billion. The Group has over 58,300 employees.

www.vivendi.com

Important Disclaimers

Cautionary Note Regarding Forward Looking Statements. This press release
contains forward-looking statements with respect to the financial condition,
results of operations, business, strategy, plans and outlook of Vivendi,
including the impact of certain transactions. Although Vivendi believes that
such forward-looking statements are based on reasonable assumptions, such
statements are not guarantees of future performance. Actual results may differ
materially from the forward-looking statements as a result of a number of
risks and uncertainties, many of which are outside our control, including but
not limited to the risks related to antitrust and other regulatory approvals
in connection with certain transactions and any potential consequences that
may arise from the Liberty Media litigation as well as the risks described in
the documents Vivendi filed with the Autorité des Marchés Financiers (French
securities regulator), which are also available in English on Vivendi's
website (www.vivendi.com). Investors and security holders may obtain a free
copy of documents filed by Vivendi with the Autorité des Marchés Financiers at
www.amf-france.org, or directly from Vivendi. Accordingly, we caution you
against relying on forward looking statements. These forward-looking
statements are made as of the date of this press release and Vivendi disclaims
any intention or obligation to provide, update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

Unsponsored ADRs.Vivendi does not sponsor an American Depositary Receipt (ADR)
facility in respect of its shares. Any ADR facility currently in existence is
“unsponsored” and has no ties whatsoever to Vivendi. Vivendi disclaims any
liability in respect of any such facility.

^1 For more information about EBITA, see appendix IV.

^2 For the reconciliation of earnings attributable to Vivendi SA shareowners
to adjusted net income, see appendix IV.

^3 Assuming closing of announced transactions by end 2012 (EMI, Direct 8,
Direct Star and ITI-TVN).

^4 According to NPD, Chart-Track and GfK.

^5 According to Activision Blizzard internal estimates and the NPD Group,
Chart-Track and GfK.

^6 More than 1.2 million players received Diablo III as part of signing up the
World of Warcraft Annual Pass promotion.

^7 Following the disposal of 100% of Débitel France SA to La Poste Télécom
SAS, Débitel France SA has been excluded from the consolidation perimeter
since March 1, 2011, with a customer base of 290,000.

^8 Tariff cuts imposed by regulatory decision:

i) 33% decrease in mobile voice termination regulated price on July 1, 2011
and a 25% additional decrease on January 1, 2012;

ii) 25% decrease in SMS termination regulated price on July 1, 2011;

iii) roaming tariff cuts; and

iv) 40% decrease in fixed voice termination regulated price on October 1,
2011.

^9 Mobile revenues, broadband Internet, and fixed revenues are determined as
revenues before elimination of intersegment operations within SFR.

^10 Mobile service revenues are determined as mobile revenues excluding
revenues from equipment sales.

^11 At around MAD 11.5 billion.

^12 Excluding pay-TV.

ANALYST CONFERENCE (in English, with French translation)

Speakers:
Jean-François Dubos
Chairman of the Management Board
Philippe Capron
Member of the Management Board and Chief Financial Officer
Stéphane Roussel
Chairman and CEO of SFR

Date: Thursday, August 30, 2012
9:00 am Paris time – 8:00 am London time – 3:00 am New York time

Address: Vivendi
42, avenue de Friedland. 75008 Paris.

Media invited on a listen-only basis.

Internet: The conference can be followed on the Internet at: www.vivendi.com
(audiocast)

Numbers to dial:
Local - London, United Kingdom: +44(0) 203 140 8286 – Code 151 30 49
Local - New York, United States of America: +1 646 254 3363 – Code 151 30 49
Local - Paris, France: +33(0) 170 99 42 71 – Code 784 53 05

Numbers for replay:
Local - London, United Kingdom: +44 (0) 203 427 0598 – Code 151 30 49
Local - New York, United States of America: +1 347 366 9565 – Code 151 30 49
Local - Paris, France: +33 (0) 174 20 28 00 – Code 784 53 05

On our website www.vivendi.com will be available dial-in for the conference
call and for replay (14 days), an audio webcast and the « slides » of the
presentation.

PRESS CONFERENCE (in French with English translation)

Speakers:
Jean-François Dubos
Chairman of the Management Board
Philippe Capron
Member of the Management Board and Chief Financial Officer
Stéphane Roussel
Chairman and CEO of SFR

Date: Thursday, August 30, 2012
11:30 am Paris time – 10:30 am London time – 5:30 am New York time

Address: Vivendi
42, avenue de Friedland. 75008 Paris.

Internet: The conference can be followed on the Internet at: www.vivendi.com
(audiocast).

APPENDIX I
VIVENDI
ADJUSTED STATEMENT OF EARNINGS
(IFRS, unaudited)

2nd        2nd        %                             1st Half  1st Half  %
Quarter    Quarter    Change                        2012      2011      Change
2012       2011
                                                                         
                                                                         
6 965      7 069      - 1,5%    Revenues            14 084    14 253    - 1,2%
(3 337)    (3 372)              Cost of revenues    (6        (6
                                                    762)      833)
3 628      3 697      - 1,9%    Margin from         7 322     7 420     - 1,3%
                                operations
                                                                         
                                Selling, general
                                and
                                administrative
                                expenses
(2 217)    (2 006)              excluding           (4        (3
                                amortization of     262)      979)
                                intangible assets
                                acquired through
                                business
                                combinations
                                                                         
                                Restructuring
(95)       (33)                 charges and other   (123)     (78)
                                operating charges
                                and income
                                                               
1 316      1 658      - 20,6%   EBITA (*)           2 937     3 363     -
                                                                        12,7%
                                                                         
6          (11)                 Income from         (13)      (13)
                                equity affiliates
                                                                         
(147)      (106)                Interest            (286)     (207)
                                                                         
2          3                    Income from         4         74
                                investments
                                                               
                                Adjusted earnings
                                from continuing                         -
1 177      1 544      - 23,8%   operations before   2 642     3 217     17,9%
                                provision for
                                income taxes
                                                                         
(315)      (321)                Provision for       (711)     (612)
                                income taxes
                                                               
                                Adjusted net
862        1 223      - 29,5%   income before       1 931     2 605     -
                                non-controlling                         25,9%
                                interests
                                                                         
(156)      (339)                Non-controlling     (402)     (771)
                                interests
                                                               
706        884        - 20,1%   Adjusted net        1 529     1 834     -
                                income (*)                              16,6%
                                                                         
                                                                         
                                Adjusted net                            -
0,55       0,69       - 20,8%   income per share    1,19      1,44      17,2%
                                - basic (**)
                                                                         
                                Adjusted net                            -
0,55       0,69       - 20,6%   income per share    1,19      1,43      17,1%
                                - diluted (**)

              In millions of euros, per share amounts in euros.

For any additional information, please refer to “2012 Half Year Financial
Report”, which will be released on line later on Vivendi’s website
(www.vivendi.com).

(*) The reconciliation of EBIT to EBITA (adjusted earnings before interest and
income taxes) and of earnings attributable to Vivendi SA shareowners to
adjusted net income is presented in the Appendix IV.

(**) Adjusted net income per share (basic and diluted) has been adjusted for
all periods previously published in order to reflect the dilution arising from
the grant to each shareowner on May 9, 2012, of one bonus share for each 30
shares held, in accordance with IAS 33. The impact of this operation was not
significant.

APPENDIX II
VIVENDI
CONSOLIDATED STATEMENT OF EARNINGS
(IFRS, unaudited)

2nd        2nd        %                              1st      1st      %
Quarter    Quarter    Change                         Half     Half     Change
2012       2011                                      2012     2011
                                                                        
                                                                        
6 965      7 069      - 1,5%    Revenues             14 084   14 253   - 1,2%
(3 337)    (3 372)              Cost of revenues     (6       (6
                                                     762)     833)
3 628      3 697      - 1,9%    Margin from          7 322    7 420    - 1,3%
                                operations
                                                                        
                                Selling, general
                                and administrative
                                expenses excluding
(2 217)    (2 006)              amortization of      (4       (3
                                intangible assets    262)     979)
                                acquired through
                                business
                                combinations
                                                                        
                                Restructuring
(95)       (33)                 charges and other    (123)    (78)
                                operating charges
                                and income
                                                                        
                                Amortization of
                                intangible assets
(110)      (118)                acquired through     (221)    (241)
                                business
                                combinations
                                                                        
                                Impairment losses
                                on intangible
(93)       -                    assets acquired      (93)     -
                                through business
                                combinations
                                                                        
3          -                    Other income         8        1 289
                                                                        
(34)       (10)                 Other charges        (56)     (459)
                                                               
1 082      1 530      - 29,3%   EBIT                 2 575    3 952    - 34,8%
                                                                        
6          (11)                 Income from equity   (13)     (13)
                                affiliates
                                                                        
(147)      (106)                Interest             (286)    (207)
                                                                        
2          3                    Income from          4        74
                                investments
                                                                        
3          2                    Other financial      6        5
                                income
                                                                        
(55)       (27)                 Other financial      (83)     (62)
                                charges
                                                               
                                Earnings from
                                continuing
891        1 391      - 35,9%   operations before    2 203    3 749    - 41,2%
                                provision for
                                income taxes
                                                                        
(272)      (239)                Provision for        (643)    (437)
                                income taxes
                                                               
                                Earnings from
619        1 152      - 46,3%   continuing           1 560    3 312    - 52,9%
                                operations
                                                                        
                                Earnings from
-          -                    discontinued         -        -
                                operations
                                                               
619        1 152      - 46,3%   Earnings             1 560    3 312    - 52,9%
                                                                        
(156)      (328)                Non-controlling      (400)    (754)
                                interests
                                                               
                                Earnings
463        824        - 43,8%   attributable to      1 160    2 558    - 54,7%
                                Vivendi SA
                                shareowners
                                                                        
                                                                        
                                Earnings
                                attributable to
0,36       0,64       - 44,2%   Vivendi SA           0,90     2,00     - 55,0%
                                shareowners per
                                share - basic
                                                                        
                                Earnings
                                attributable to
0,36       0,64       - 44,1%   Vivendi SA           0,90     2,00     - 54,9%
                                shareowners per
                                share - diluted

              In millions of euros, per share amounts in euros.

Nota: Earnings attributable to Vivendi SA shareowners per share (basic and
diluted) has been adjusted for all periods previously published in order to
reflect the dilution arising from the grant to each shareowner on May 9, 2012,
of one bonus share for each 30 shares held, in accordance with IAS 33. The
impact of this operation was not significant.

APPENDIX III
VIVENDI
REVENUES AND EBITA BY BUSINESS SEGMENT
(IFRS, unaudited)

2nd       2nd                % Change                  1st    1st             % Change
Quarter   Quarter   %        at         (in millions   Half   Half   %        at
2012      2011      Change   constant   of euros)      2012   2011   Change   constant
                             rate                                             rate
                                                                               
                                                                               
                                                                               
                                        Revenues
837       796       +5,2%    -6,2%      Activision     1      1      -6,8%    -13,6%
                                        Blizzard       731    857
961       982       -2,1%    -7,9%      Universal      1      1      +3,2%    -1,0%
                                        Music Group    922    863
2 834     3 064     -7,5%    -7,5%      SFR            5      6      -5,9%    -5,9%
                                                       761    120
                                        Maroc          1      1
687       689       -0,3%    -1,8%      Telecom        363    361    +0,1%    -0,8%
                                        Group
421       353       +19,3%   +27,9%     GVT            853    682    +25,1%   +31,4%
1 238     1 200     +3,2%    +3,5%      Canal+ Group   2      2      +3,3%    +3,7%
                                                       470    392
                                        Non-core
                                        operations
                                        and others,
(13)      (15)      na       na         and            (16)   (22)   na       na
                                        elimination
                                        of
                                        intersegment
                                        transactions
6 965     7 069     -1,5%    -3,2%      Total          14     14     -1,2%    -2,3%
                                        Vivendi        084    253
                                                                               
                                                                               
                                        EBITA (*)
177       331       -46,5%   -52,3%     Activision     572    833    -31,3%   -35,6%
                                        Blizzard
88        86        +2,3%    -0,1%      Universal      156    132    +18,2%   +15,3%
                                        Music Group
552       675       -18,2%   -18,2%     SFR            1      1      -10,3%   -10,3%
                                                       113    241
                                        Maroc
190       265       -28,3%   -29,8%     Telecom        463    531    -12,8%   -13,7%
                                        Group
107       97        +10,3%   +18,4%     GVT            223    187    +19,3%   +25,3%
247       230       +7,4%    +8,5%      Canal+ Group   483    495    -2,4%    -2,0%
(44)      (22)      x 2,0    x 2,0      Holding &      (69)   (42)   -64,3%   -65,3%
                                        Corporate
                                        Non-core
(1)       (4)       na       na         operations     (4)    (14)   na       na
                                        and others
1 316     1 658     -20,6%   -21,6%     Total          2      3      -12,7%   -13,6%
                                        Vivendi        937    363

na: not applicable.

(*) The reconciliation of EBIT to EBITA (adjusted earnings before interest and
income taxes) is presented in the Appendix IV.

APPENDIX IV
VIVENDI
RECONCILIATION OF EBIT TO EBITA AND OF EARNINGS ATTRIBUTABLE TO VIVENDI SA
SHAREOWNERS TO ADJUSTED NET INCOME
(IFRS, unaudited)

2nd Quarter   2nd Quarter     (in millions of euros)       1st Half   1st Half
2012          2011                                         2012       2011
                                                                       
                                                                       
1 082         1 530           EBIT (*)                     2 575      3 952
                              Adjustments
                              Amortization of intangible
110           118             assets acquired through      221        241
                              business combinations (*)
                              Impairment losses on
93            -               intangible assets acquired   93         -
                              through business
                              combinations (*)
(3)           -               Other income (*)             (8)        (1 289)
34            10              Other charges (*)            56         459
1 316         1 658           EBITA                        2 937      3 363

2nd Quarter   2nd Quarter   (in millions of euros)         1st Half   1st Half
2012          2011                                         2012       2011
                                                                       
                                                                       
463           824           Earnings attributable to       1 160      2 558
                            Vivendi SA shareowners (*)
                            Adjustments
                            Amortization of intangible
110           118           assets acquired through        221        241
                            business combinations (*)
                            Impairment losses on
93            -             intangible assets acquired     93         -
                            through business
                            combinations (*)
(3)           -             Other income (*)               (8)        (1 289)
34            10            Other charges (*)              56         459
(3)           (2)           Other financial income (*)     (6)        (5)
55            27            Other financial charges (*)    83         62
                            Change in deferred tax asset
                            related to the Consolidated
5             (56)          Global Profit Tax and to       11         (112)
                            Vivendi SA's French Tax
                            Group Systems
                            Non-recurring items related
9             10            to provision for income        16         19
                            taxes
(57)          (36)          Provision for income taxes     (95)       (82)
                            on adjustments
-             (11)          Non-controlling interests on   (2)        (17)
                            adjustments
706           884           Adjusted net income            1 529      1 834

Vivendi considers EBITA (adjusted earnings before interest and income taxes)
and adjusted net income, non-GAAP measures, to be relevant indicators to
assess the group’s operating and financial performance. Vivendi Management
uses EBITA and adjusted net income to manage the group because it better
illustrates the underlying performance of continuing operations by excluding
most non-recurring and non-operating items.

(*) As reported in the Consolidated Statement of Earnings.

Contact:

Vivendi
Media:
Paris
Jean-Louis Erneux, +33 (0)1 71 71 15 84
Solange Maulini, +33 (0) 1 71 71 11 73
or
London
Steffan Williams (Capital MSL), +44 20 7307 5332
or
New York
Jim Fingeroth (Kekst), +1 212 521 4819
or
Investor Relations:
Paris
Jean-Michel Bonamy, +33 (0) 1 71 71 12 04
Aurélia Cheval, +33 (0) 1 71 71 12 33
France Bentin, +33 (0) 1 71 71 30 45
or
New York
Eileen McLaughlin, +1 212.572.8961
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