Vivendi 2012 Earnings *Revenues: €28.994 billion, up 0.6% (-0.7% at constant currency) compared to 2011. *EBITA^1: €5.283 billion, down 9.8% (-10.7% at constant currency) compared to 2011. Activision Blizzard (+€138 million), GVT (+€92 million) and Universal Music Group (+€18 million) record excellent performances, in particular during the fourth quarter. *Adjusted Net Income^2: €2.550 billion, down 13.6% compared to 2011 mainly due to SFR’s lower EBITA. *Adjusted Net Income before impact of non-recurring items^3: €2.86 billion compared to an outlook of around €2.7 billion. *Earnings attributable to Vivendi SA shareowners: €164million. These earnings are affected by non-recurring items having a negative impact: the reserve accrual regarding Liberty Media Corporation, -€945 million, and the impairment of Canal+ France, -€665 million. *Net debt: €13.4 billion, i.e. below the €14 billion tag announced. *Proposal to distribute a cash dividend of €1 per share. Business Wire PARIS -- February 26, 2013 Regulatory News: Vivendi (Paris:VIV) : Note: This press release contains audited consolidated earnings established under IFRS, which were approved by Vivendi’s Management Board on February 18, 2013, after having received the recommendation of the Audit Committee on February 15, 2013, and reviewed by the Supervisory Board on February 22, 2013. They will be submitted for approval at the Annual General Shareholders’ meeting to be held on April 30, 2013. Commenting the 2012 annual results, Jean-François Dubos, Chairman of the Management Board, said: “Despite a challenging economic environment, all Vivendi subsidiaries reached their outlook in 2012. Faced with new market conditions and intense competition, some subsidiaries also reorganized their operations and put in place cost reduction programs. Activision Blizzard delivered an exceptional year thanks to a series of successful launches. SFR pursued the repositioning of its business model, including the implementation of a voluntary departure plan, in order to maximize its value, and stabilized its customer base. SFR was the first operator to offer the next generation 4G mobile network to both private customers and companies. Maroc Telecom group recorded strong growth in its international activities. GVT’s development was once again confirmed with its network expansion and a new pay-TV offer. Three major strategic transactions in content were successfully concluded in 2012: the acquisition of EMI Recorded Music reinforced Universal Music Group’s position as a worldwide leader in music; and Canal+ Group strengthened its position in free-to-air TV in France, and in Poland, consolidated its presence in pay-TV while entering the free-to-air market. These transactions are in line with Vivendi’s desire to strengthen its positions in media and content where Vivendi has all the assets needed to assert itself as a European-born, global leader. Our ongoing strategic review will define precisely, and as and when appropriate, the right paths to increase the group’s overall value and to best serve shareholder interests.” Business Highlights Activision Blizzard Record earnings Higher than expected, Activision Blizzard’s revenues were €3,768 million, up 9.8% (+2.3% at constant currency) compared to 2011, and EBITA was €1,149 million, a 13.6% increase (+6.6% at constant currency) compared to 2011. These results take into account the accounting principles requiring that revenues and related cost of sales associated with games with an online component be deferred over the estimated customer service period. The balance of the deferred operating margin was up 10% to €1,000 million as of December 31, 2012, compared to €913 million as of December 31, 2011. In North America and Europe combined, Activision Blizzard was the #1 console and handheld publisher for 2012 with the #1 and #3 best-selling franchises^4, Call of Duty and Skylanders. ^ In November 2012, Black Ops II became the first video game ever to cross the $1 billion mark in 15-days^5. As of December 31, 2012, the Skylanders franchise had generated, life-to-date, more than $1 billion in worldwide sales^4. In January 2013, sell-through of Skylanders figures worldwide has exceeded 100 million^6. In addition, Diablo III was the #1 best-selling PC game, breaking PC-game sales records with more than 12 million copies sold-through worldwide through December 31, 2012, and World of Warcraft®: Mists of Pandaria® was the #3 best-selling PC game^7. As of December 31, 2012, World of Warcraft remains the #1 subscription-based MMORPG, with more than 9.6 million subscribers^6. Due to its strong earnings and its cash and short term investments amounting to approximately $4.4 billion, Activision Blizzard declared a cash dividend of $0.19 per common share. As part of its earnings release announced on February 7, 2013, the Board of Activision Blizzard is considering, or may consider during 2013, substantial stock repurchases, dividends, acquisitions, licensing or other non-ordinary course transactions. These potential transactions could be financed by debt. The company’s first quarter and full year 2013 outlooks do not take into account any such transactions or financings that may or may not occur during the year, with the exception of the $0.19 cent per share cash dividend. In the short term, Activision Blizzard expects to deliver strong profitability, but below its record setting 2012 performance, due to a challenged global economy, the ongoing console transition and a smaller number of game releases compared to 2012. However, for 2013, the EBITA outlook is still above $1 billion. Universal Music Group Acquisition of EMI Recorded Music’s nears finalization Universal Music Group’s (UMG) revenues were €4,544 million, an 8.3% increase compared to 2011. At constant perimeter (excluding revenues from EMI Recorded Music, acquired at the end of September 2012), revenues were up 1.6% thanks to growth in recorded music sales in North America and favorable currency movements. At constant currency and at constant perimeter, revenues were down 3.3% with a 10.0% increase in digital sales and higher license income offset by the decline in physical sales. Digital sales represented 44% of recorded music sales compared to 38% in the prior year. Recorded music best sellers notably included new releases from Taylor Swift, Justin Bieber, Maroon 5, Rihanna, Nicki Minaj, Lana Del Rey, Gotye, Carly Rae Jepsen, Cecilia Bartoli, Daniel Barenboim, Rolando Villazón and Mylène Farmer. UMG’s EBITA of €525 million was up 3.6% compared to 2011. Excluding EMI Recorded Music and at constant currency, EBITA was up 1.6%, strengthened by cost reduction policy. The sale of Parlophone Label Group, part of EMI Recorded Music, for £487 million (approximately €600 million after taking into account the EUR/GBP foreign currency hedge in place) was announced on February 7, 2013. Additional, less significative divestments were also sold bringing the total amount of sales to exceed £530 million, all of which are pending regulatory approvals. With these sales, Vivendi nears the finalization of its regulatory commitments following the acquisition of EMI Recorded Music, while reinforcing UMG’s position as a worldwide leader in music. The combination of UMG’s and EMI’s Recorded Music businesses is expected to generate annual synergies of more than £100 million as previously stated. As a result of the sale of Parlophone Label Group, the acquisition of EMI Recorded Music acquisition will be at less than 5xEBITDA multiple, including disposals, restructuring charges and synergies. For 2013, UMG expects an EBITA increase with a positive contribution from EMI Recorded Music, including restructuring charges. SFR Adaptation efforts continue SFR revenues^8 amounted to €11,288 million, a 7.3% decrease compared to 2011 due to the progressive impact of price cuts related to the competitive environment and to price cuts imposed by the regulators^9. Excluding the impact of these regulatory decisions, revenues decreased by 3.3%. Mobile^10 revenues amounted to €7,516 million, an 11.1% decrease compared to 2011. During the fourth quarter, SFR’s postpaid mobile customer base increased by 109,000 additions. At the end of 2012, SFR’s postpaid mobile customer base reached 16.563 million, stable compared to 2011. The customer mix (the percentage of the number of postpaid customers in the total customer base) amounted to 80.1%, a 2.9 percentage point increase year-on-year. SFR’s total mobile customer base reached 20.690 million. Mobile Internet usage continued to progress, with 49% of SFR customers equipped with a smartphone (41% at the end of 2011). SFR became the first French operator to open the 4G network to the mass market and enterprises. After Lyon on November 29, 2012, the 4G network was launched in Montpellier and Paris-La Défense. Four additional cities will open in the first half 2013. This offer includes the availability of a wide range of compatible equipment and is based on « Formules Carrées » packages. SFR also introduced a new pricing policy in January 2013 offering the best value/price ratio on the market both for its low-cost offers and its premium offers, the latter remaining the choice of the majority in the French market. Broadband Internet and fixed revenues^10 amounted to €3,963 million, a 0.9% decrease compared to 2011, and a 0.3% increase excluding the impact of regulated price cuts. At the end of 2012, the postpaid broadband Internet residential customer base reached 5.075 million, with 56,000 net additions^11 year-on-year. The customer base for the quadruple play offer (“Multi-Pack de SFR”) reached 1.8 million at the end of 2012. SFR’s EBITDA amounted to €3,299 million, a 13.2% decrease compared to 2011. Excluding negative and positive non-recurring items (-€15 million in 2012 and +€93 million in 2011), EBITDA decreased by 10.6%. EBITA amounted to €1,600 million, a 29.8% decrease. Excluding negative and positive non-recurring items and restructuring charges, EBITA decreased by 18.0%. In 2012, SFR launched an adaptation plan while continuing to invest in 4G and fiber infrastructures and adapt its organization to changing market conditions. In November, SFR announced a voluntary redundancy plan with a target of 856 net departures. For 2013, SFR expects EBITDA of close to €2.9 billion and Capex around €1.6 billion. Maroc Telecom group High growth in international activities Maroc Telecom group’s revenues were €2,689 million, a 1.8% decrease compared to 2011 (-3.0% at constant currency). The group’s overall customer base maintained positive momentum in 2012 with a 13.5% increase and reached nearly 33 million customers, primarily due to a 30.4% increase in the international market year-on-year. Operations in Morocco generated revenues of €2,088 million, a 6.1% decrease compared to 2011 (-7.4% at constant currency). This change reflected the successive cuts in mobile termination rates carried out in January and July 2012, the additional price cuts in the mobile segment (-34.6%), and the decrease in fixed-line revenues under competitive pressure from the mobile segment. The economic slowdown and competitive environment continued to be very intense. The group’s international activities generated revenues of €638 million, a strong 18.4% growth compared to 2011 (+17.7% at constant currency). This performance resulted from very strong growth among mobile customers (+31.8%), enhanced product offers and higher customer usage in a stable competitive environment. Despite the conflict in Mali, the growth in revenues continued at a very sustained place (+15.7% at constant currency). The group’s EBITDA amounted to €1,505 million, a 0.3% increase compared to 2011 (-0.9% at constant currency). This performance reflected a strong 43.5% growth (+42.6% at constant currency) in international EBITDA, which offset the 6.6% decline in EBITDA in Morocco. EBITDA margin increased by 1.2 percentage point year-on-year, reaching the high level of 56.0%. The group’s EBITA amounted to €987 million, a 9.4% decline compared to 2011 (-10.5% at constant currency). Excluding restructuring charges of €79 million, EBITA amounted to €1,066million, a 2.1% decrease, representing a 39.6% margin, a modest 0.2percentage point decrease. The Supervisory Board of Maroc Telecom group will propose at the Annual Shareholders' Meeting the distribution of an ordinary dividend of MAD 7.4 per share, representing a total amount of MAD 6.5 billion, which represents 100% of distributable earnings with respect to fiscal year 2012. For 2013, Maroc Telecom group expects to maintain the EBITDA margin at a high level of approximately 56% and a slight increase in EBITDA-Capex. GVT Expansion continues GVT’s revenues reached €1,716 million, an 18.7% increase compared to 2011 (+28.2% at constant currency); excluding the impact of tax changes (VAT), revenues increased by 35% at constant currency. In 2012, GVT expanded its coverage to 20 additional cities and currently covers 139 cities. As a result of commercial efforts and geographical network expansion, GVT Telecom lines-in-service reached 8.669 million, a 37.0% increase year-on-year. After only one year in operation, its pay-TV service generated revenues of €83 million. GVT was named the best Broadband service in Brazil for the 4^th consecutive year, offering the most modern and differentiated network in Brazil. At the end of 2012, 44% of its customers opted for speeds equal to or higher than 15 Mbps, compared to 37% one year ago. Launched commercially in January 2012, the number of subscribers to its new pay-TV service totaled about 406,000 as of December 31, 2012, representing an 18.8% penetration rate among the broadband customer base. During 2012, GVT’s share of the net adds of the entire Brazilian pay-TV market reached 11.4%, and when considering only the cities where it operates, GVT’s share of net adds reached 27.7%. GVT’s EBITDA was €740 million, a 23.1% increase compared to 2011 (+33.4% at constant currency) and EBITDA margin reached the record level of 43.1%, or 45.9% for the telecom activities only. GVT’s EBITA was €488 million, a 23.2% increase compared to 2011 (+33.7% at constant currency and +57.5% excluding the impact of the VAT change and at constant currency). GVT’s capital expenditures amounted to €947 million, a 34.3% increase compared to 2011, of which approximately €248million related to the pay-TV business. GVT reached break-even on an EBITDA-Capex basis for its telecom activities. For 2013, GVT expects revenue growth low in the 20’s at constant currency, an EBITDA margin slightly above 40%, and an EBITDA-Capex close to break-even. Canal+ Group Growth drivers in place Canal+ Group’s revenues were €5,013 million, a 3.2% increase compared to 2011 (+2.4% at comparable perimeter, i.e. excluding D8, D17 and the new activities in Poland). At the end of December 2012, Canal+ France, which includes Canal+ Group’s pay-TV activities in France and French-speaking countries, had 11.363 million subscriptions, representing a net growth of 147,000 year-on-year. This growth was driven by strong performances at Canal+ Overseas (in French overseas territories and primarily in Africa), which had 1.683 million subscriptions at year-end, a net growth of 227,000 subscriptions, compared to 2011. In mainland France, the subscription portfolio reached 9.680 million, a slight decrease compared to 2011 due to a difficult economic and competitive environment. Average revenue per subscriber increased slightly to €48, particularly reflecting improved cross-selling between Canal+ and CanalSat offerings. Revenues from other Canal+ Group activities grew strongly thanks to StudioCanal and new international activities (notably in Poland and Vietnam), as well as to free-to-air TV. Excluding the impact of D8, D17 and the new activities in Poland (as well as transition costs), Canal+ Group’s EBITA amounted to €714 million, a 1.9% increase year-on-year, thanks to Canal+ Overseas’ growth, notably in Africa, and despite the negative impact of a VAT rise (around €40 million). Including the impact of the integration of the new activities in Poland and of D8 and D17, Canal+ Group’s EBITA reached €663 million. In 2012, Canal+ Group completed two major projects: - In October 2012, the creation of a free-to-air television business unit in France including the D8 and D17 channels, which were successfully re-launched; and - In November 2012, the creation and control of ‘nc+’, a major satellite TV platform in Poland. This entity had 2.5 million customers following the merger of Canal+ Group’s operations in Poland and the ‘n’ business unit of TVN, a leading media group in Poland. In addition to this merger, Canal+ Group took a minority interest in TVN. On January 31, 2013, Canal+ Group renewed its exclusive rights to England's Premier League, the world’s most widely broadcast football championship, for the coming three seasons. As a result, it will be positioned to offer its subscribers the best French and European soccer, with the top two of the Ligue 1, the top Champions League and 100% of the English Premier League. In addition, Canal+ Group announced on February 14, 2013, that it had secured exclusive rights in France to the Formula 1 world championship. For 2013, Canal+ Group expects an EBITA of approximately €670 million (excluding restructuring charges related to pay-TV in Poland) up €50 million compared with 2012 proforma EBITA^12. Comments on Key Financial Consolidated Indicators Revenues were €28,994 million, compared to €28,813million in 2011 (+0.6%, or -0.7% at constant currency). EBITA was €5,283million, compared to €5,860million in 2011 (-9.8%, or -10.7% at constant currency). This change mainly reflected the decline in the performances of SFR (-€678 million, including €187million restructuring charges), Maroc Telecom group (-€102million, including €79million restructuring charges), and Canal+ Group (-€38million, including the -€51 million impact of the acquisition of the D8 and D17 channels and the new activities in Poland), partially offset by the operating performances of Activision Blizzard (+€138million), GVT (+€92million), and Universal Music Group (+€18 million, including -€98 million in restructuring charges and EMI Recorded Music integration costs). Impairment losses on intangible assets acquired through business combinations amounted to €760million, compared to €397million in 2011. In 2012, they related to Canal+ France’s goodwill (€665 million) and certain goodwill and music catalogs of Universal Music Group (€94 million). In 2011, they mainly related to Canal+ France’s goodwill (€380 million). As of December 31, 2012, based on the verdict rendered on June 25, 2012 regarding the Liberty Media Corporation litigation in the United States, which was confirmed by the court in New York on January 9, 2013 and entered into record by the judge on January 17, 2013, Vivendi accrued a reserve for the full amount of the judgment (€945 million), representing, €765 million in damages and €180 million in pre-judgment interest covering the period from December 16, 2001 to January17,2013, at the rate of one-year U.S. Treasury notes. In addition, the reserve regarding the Securities Class Action in the United States was unchanged as of December 31, 2012, at €100 million. Other income amounted to €22 million, compared to €1,385million in 2011. In 2011, it primarily included the impact related to the settlement on January 14,2011 of the litigation over the share ownership of PTC in Poland (€1,255 million) and the sale in October 2011 of UMG’s interest in Beats Electronics (€89 million). Interest was an expense of €568million, compared to €481million in 2011 (+18.1%). In 2012, interest expense on borrowings amounted to €599million, compared to €529million in 2011 (+13.2%). This change was mainly attributable to the increase in the average outstanding borrowings to €17.1 billion in 2012 (compared to €13.7billion in 2011), primarily reflecting the impact of the acquisitions of the 44% interest in SFR in June 2011 (€7.75billion) and of EMI Recorded Music in September 2012 (€1.4billion), partially offset by the decrease in the average interest rate on borrowings to 3.50% in 2012 (compared to 3.87% in 2011). Income from investments amounted to €9million, compared to €75million in 2011. In 2011, it included €70million 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 €1,339million, compared to a net charge of €1,408million in 2011, a €69million decrease. This change notably reflected the impact of the decline in the group’s business segments’ taxable income (+€264million), primarily related to SFR, partially offset by the decrease (-€181million) in current tax savings related to Vivendi SA’s tax group and Consolidated Global Profit Tax Systems following the changes in French Tax Law in 2011 and 2012, mainly the capping of the deduction for tax losses carried forward at 50% of taxable income (compared to 60% in 2011). The effective tax rate reported to adjusted net income was 28.3% in 2012 (compared to 25.8% in 2011). Adjusted net income attributable to non-controlling interests amounted to €797million, compared to €1,076million in 2011. The €279million decrease was primarily attributable to the impact of the acquisition of Vodafone’s 44% interest in SFR (-€242million), offset by the operating performances of Activision Blizzard (+€34 million). Adjusted net income amounted to €2,550million (or €1.96 per share) compared to €2,952million (or €2.30 per share) in 2011, a 13.6% decrease. Earnings attributable to Vivendi SA shareowners amounted to €164million (or €0.13 per share), compared to €2,681million (or €2.09per share) in 2011, a €2,517million decrease. In addition to the decline in EBITA (-€577 million, of which -€678 million from SFR), this change mainly reflected the recognition in 2012 of the reserve accrual regarding the Liberty Media Corporation litigation (-€945 million) and the impairment of Canal+ France’s goodwill (-€665 million), and in 2011, the impact related to the settlement of the litigation over the share ownership of PTC in Poland (€1,255 million), partially offset by the capital loss incurred from the sale of the remaining 12.34% interest in NBC Universal (-€421 million), and the settlement of the past disputes between GVT and various Brazilian States regarding the application of the ICMS tax (-€165 million). Earnings in statutory accounts of Vivendi SA was a loss of €6,045 million in 2012, compared to a profit of €1,488million in 2011. This change mainly reflected the recognition in 2012 of the reserve accrual regarding the Liberty Media Corporation litigation (-€945 million), the impairment of our stake in SFR^13 (-€5,875 million), and the impairment of the Canal+ Group SA stake (-€310 million). For additional information, please refer to the “Financial Report and Consolitated Financial Statements for 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 2012, Vivendi achieved revenues of €29 billion and adjusted net income of €2.55 billion. The Group has over 58,000 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 projections regarding the payment of dividends as well as 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 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. 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 Date: Tuesday, February 26, 2013 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) 20 7784 1036– code 3412904 Local – New York, United States of America: +1646254 3360– code 3412904 Local – Paris, France: +33(0)1 70 99 42 70 - code 3314147 Numbers to dial for replay: Local – London, United Kingdom: +44(0) 20 3427 0598– code 3412904 Local – New York, United States of America: +1347366 9565 – code 3412904 Local – Paris, France: +33(0)1 74 20 28 00 - code 3314147 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 Date: Tuesday, February 26, 2013 11:00 am Paris time – 10:00 am London time – 5:00 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). ^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 Transactions announced during second half 2011, restructuring charges in telecom operations and accrual of the fine imposed on SFR. ^4 According to The NPD Group, GfK Chart-Track and Activision Blizzard internal estimates, including toys and accessories. ^5 According to Chart-Track retail customer sell-through information, internal company estimates and screenrant.com. ^6 According to Activision Blizzard internal estimates. ^7 At retail and according to The NPD Group, GfK Chart-Track and Activision Blizzard internal estimates. ^8 Following the disposal of 100% of Débitel France SA to La Poste Télécom SAS, Débitel France SA, with a customer base of 290,000 has been excluded from the consolidation perimeter since March 1, 2011. ^9 Tariff cuts imposed by regulatory decision: i) 33% decrease in mobile voice termination regulated price on July 1, 2011, a 25% additional decrease on January 1, 2012 and a further 33% decrease on July 1, 2012; ii) 25% decrease in SMS termination regulated price on July 1, 2011 and a 33% additional decrease on July 1, 2012. In addition to asymmetric tariff in favor of Free; iii) Roaming tariff cuts on July 1, 2011 and July 1, 2012; and iv) 40% decrease in fixed voice termination regulated price on October 1, 2011 and a 50% additional decrease on July 1, 2012. ^10 Mobile revenues and broadband Internet and fixed revenues are determined as revenues before elimination of intersegment operations within SFR. ^11 At the end of December 2011, SFR group broadband Internet residential customer base totaled 5.019 million, following the exclusion of 1P and 2P Akéo customers from the consolidation perimeter. ^12 2012 proforma EBITA of €620 million including -€95 million loss related to D8/D17 and ‘n’, assuming ownership as of January 1, 2012. ^13 This impairment also reflects a new valuation of Maroc Telecom which is owned indirectly by SFR for 51.9%. APPENDIX I VIVENDI ADJUSTED STATEMENT OF EARNINGS (IFRS, audited) 4th 4th % Full Full % Quarter Quarter Change Year Year Change 2012 2011 2012 2011 8,243 7,783 + 5.9% Revenues 28,994 28,813 + 0.6% (4,471) (4,311) Cost of (14,364) (14,391) revenues 3,772 3,472 + 8.6% Margin from 14,630 14,422 + 1.4% operations Selling, general and administrative expenses excluding (2,602) (2,455) amortization of (8,995) (8,401) intangible assets acquired through business combinations Restructuring charges and (218) (23) other operating (352) (161) charges and income 952 994 - 4.2% EBITA (*) 5,283 5,860 - 9.8% Income from (19) 1 equity (38) (18) affiliates (145) (130) Interest (568) (481) 2 1 Income from 9 75 investments Adjusted earnings from continuing - 790 866 - 8.8% operations 4,686 5,436 13.8% before provision for income taxes (238) (304) Provision for (1,339) (1,408) income taxes Adjusted net 552 562 - 1.8% income before 3,347 4,028 - non-controlling 16.9% interests (196) (129) Non-controlling (797) (1,076) interests 356 433 - 17.8% Adjusted net 2,550 2,952 - income (*) 13.6% Adjusted net 0.27 0.34 - 20.0% income per 1.96 2.30 - share - basic 14.8% (**) Adjusted net 0.27 0.34 - 20.2% income per 1.96 2.30 - share - diluted 14.8% (**) In millions of euros, per share amounts in euros. For any additional information, please refer to “Annual Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2012”, 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) have been adjusted for all periods previously published in order to reflect the dilution arising from the grant to each shareholder on May 9, 2012, of one bonus share for each 30 shares held, in accordance with IAS 33 - Earnings per share. APPENDIX II VIVENDI CONSOLIDATED STATEMENT OF EARNINGS (IFRS, audited) 4th 4th % Full Full % Quarter Quarter Change Year Year Change 2012 2011 2012 2011 8,243 7,783 + 5.9% Revenues 28,994 28,813 + 0.6% (4,471) (4,311) Cost of (14,364) (14,391) revenues 3,772 3,472 + 8.6% Margin from 14,630 14,422 + 1.4% operations Selling, general and administrative expenses excluding (2,602) (2,455) amortization of (8,995) (8,401) intangible assets acquired through business combinations Restructuring charges and (218) (23) other operating (352) (161) charges and income Amortization of intangible (150) (152) assets acquired (487) (510) through business combinations Impairment losses on intangible (667) (392) assets acquired (760) (397) through business combinations Reserve accrual regarding the Liberty Media (945) - Corporation (945) - litigation in the United States 7 93 Other income 22 1,385 (153) (23) Other charges (235) (656) (956) 520 na EBIT 2,878 5,682 - 49.3% Income from (19) 1 equity (38) (18) affiliates (145) (130) Interest (568) (481) 2 1 Income from 9 75 investments 26 3 Other financial 37 14 income (87) (13) Other financial (210) (167) charges Earnings from continuing (1,179) 382 na operations 2,108 5,105 - before 58.7% provision for income taxes (120) (381) Provision for (1,159) (1,378) income taxes Earnings from - (1,299) 1 na continuing 949 3,727 74.5% operations Earnings from - - discontinued - - operations (1,299) 1 na Earnings 949 3,727 - 74.5% (188) (119) Non-controlling (785) (1,046) interests Earnings (1,487) (118) na attributable to 164 2,681 - Vivendi SA 93.9% shareowners Earnings attributable to - (1.12) (0.09) na Vivendi SA 0.13 2.09 94.0% shareowners per share - basic Earnings attributable to - (1.12) (0.09) na Vivendi SA 0.12 2.09 94.1% shareowners per share - diluted In millions of euros, per share amounts in euros. na: not applicable. Nota: Earnings attributable to Vivendi SA shareowners per share (basic and diluted) have been adjusted for all periods previously published in order to reflect the dilution arising from the grant to each shareholder on May 9, 2012, of one bonus share for each 30 shares held, in accordance with IAS 33 - Earnings per share. APPENDIX III VIVENDI REVENUES AND EBITA BY BUSINESS SEGMENT (IFRS, audited) % Change % Change 4th 4th at Full Full at Quarter Quarter % Change Year Year % 2012 2011 constant 2012 2011 Change constant rate rate (in millions of euros) Revenues 1,364 1,042 +30.9% +25.7% Activision 3,768 3,432 +9.8% +2.3% Blizzard 1,641 1,355 +21.1% +16.9% Universal 4,544 4,197 +8.3% +3.1% Music Group 2,780 3,046 -8.7% -8.7% SFR 11,288 12,183 -7.3% -7.3% Maroc 661 680 -2.8% -3.7% Telecom 2,689 2,739 -1.8% -3.0% Group 434 369 +17.6% +28.6% GVT 1,716 1,446 +18.7% +28.2% 1,366 1,294 +5.6% +5.0% Canal+ Group 5,013 4,857 +3.2% +3.2% Non-core operations and others, (3) (3) na na and (24) (41) na na elimination of intersegment transactions 8,243 7,783 +5.9% +4.8% Total 28,994 28,813 +0.6% -0.7% Vivendi EBITA (*) 395 60 x 6,6 x 6,4 Activision 1,149 1,011 +13.6% +6.6% Blizzard 287 263 +9.1% +7.0% Universal 525 507 +3.6% +1.2% Music Group (50) 393 na na SFR 1,600 2,278 -29.8% -29.8% Maroc 258 256 +0.8% -0.4% Telecom 987 1,089 -9.4% -10.5% Group 147 97 +51.5% +66.2% GVT 488 396 +23.2% +33.7% (59) (31) -90.3% -92.4% Canal+ Group 663 701 -5.4% -5.3% (20) (41) +51.2% +53.3% Holding & (115) (100) -15.0% -13.0% Corporate Non-core (6) (3) na na operations (14) (22) na na and others 952 994 -4.2% -5.2% Total 5,283 5,860 -9.8% -10.7% Vivendi na: not applicable. Data presented above takes into consideration the consolidation of the following entities at the indicated dates: *at Universal Music Group: EMI Recorded Music (September 28, 2012); and *at Canal+ Group: D8 and D17 (September 27, 2012) as well as “n” (November 30, 2012). (*) 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 SHAREOWNERS TO ADJUSTED NET INCOME (IFRS, audited) 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. 4th Quarter 4th Quarter (in millions of euros) Full Year Full Year 2012 2011 2012 2011 (956) 520 EBIT (*) 2,878 5,682 Adjustments Amortization of intangible assets 150 152 acquired through 487 510 business combinations (*) Impairment losses on intangible assets 667 392 acquired through 760 397 business combinations (*) Reserve accrual regarding the Liberty 945 - Media Corporation 945 - litigation in the United States (*) (7) (93) Other income (*) (22) (1,385) 153 23 Other charges (*) 235 656 952 994 EBITA 5,283 5,860 4th Quarter 4th Quarter Full Full Year 2012 2011 (in millions of euros) Year 2011 2012 (1,487) (118) Earnings attributable to 164 2,681 Vivendi SA shareowners (*) Adjustments Amortization of intangible 150 152 assets acquired through 487 510 business combinations (*) Impairment losses on 667 392 intangible assets acquired 760 397 through business combinations (*) Reserve accrual regarding 945 - the Liberty Media 945 - Corporation litigation in the United States (*) (7) (93) Other income (*) (22) (1,385) 153 23 Other charges (*) 235 656 (26) (3) Other financial income (*) (37) (14) 87 13 Other financial charges (*) 210 167 Change in deferred tax asset related to Vivendi - 101 SA's French Tax Group and 48 129 to the Consolidated Global Profit Tax Systems Non-recurring items related (51) 27 to provision for income (25) 41 taxes (67) (51) Provision for income taxes (203) (200) on adjustments (8) (10) Non-controlling interests (12) (30) on adjustments 356 433 Adjusted net income 2,550 2,952 (*) As reported in the Consolidated Statement of Earnings. APPENDIX V VIVENDI CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IFRS, audited) December 31, 2012 December 31, 2011 (in millions of euros) ASSETS Goodwill 24,656 25,029 Non-current content assets 3,327 2,485 Other intangible assets 5,190 4,329 Property, plant and equipment 9,926 9,001 Investments in equity affiliates 388 135 Non-current financial assets 514 394 Deferred tax assets 1,400 1,421 Non-current assets 45,401 42,794 Inventories 738 805 Current tax receivables 819 542 Current content assets 1,044 1,066 Trade accounts receivable and other 6,587 6,730 Current financial assets 364 478 Cash and cash equivalents 3,894 3,304 13,446 12,925 Assets held for sale 667 - Current assets 14,113 12,925 TOTAL ASSETS 59,514 55,719 EQUITY AND LIABILITIES Share capital 7,282 6,860 Additional paid-in capital 8,271 8,225 Treasury shares (25) (28) Retained earnings and other 2,937 4,390 Vivendi SA shareowners' equity 18,465 19,447 Non-controlling interests 2,971 2,623 Total equity 21,436 22,070 Non-current provisions 3,094 1,569 Long-term borrowings and other 12,667 12,409 financial liabilities Deferred tax liabilities 991 728 Other non-current liabilities 1,002 864 Non-current liabilities 17,754 15,570 Current provisions 711 586 Short-term borrowings and other 5,090 3,301 financial liabilities Trade accounts payable and other 14,196 13,987 Current tax payables 321 205 20,318 18,079 Liabilities associated with assets 6 - held for sale Current liabilities 20,324 18,079 Total liabilities 38,078 33,649 TOTAL EQUITY AND LIABILITIES 59,514 55,719 APPENDIX VI VIVENDI CONSOLIDATED STATEMENT OF CASH FLOWS (IFRS, audited) Full Year Full Year (in millions of euros) 2012 2011 Operating activities EBIT 2,878 5,682 Adjustments 5,199 2,590 Content investments, net (299) (13) Gross cash provided by operating activities before 7,778 8,259 income tax paid Other changes in net working capital 90 (307) Net cash provided by operating activities before 7,868 7,952 income tax paid Income tax paid, net (762) (1,090) Net cash provided by operating activities 7,106 6,862 Investing activities Capital expenditures (4,516) (3,367) Purchases of consolidated companies, after acquired (1,374) (210) cash Investments in equity affiliates (322) (49) Increase in financial assets (99) (377) Investments (6,311) (4,003) Proceeds from sales of property, plant, equipment and 26 27 intangible assets Proceeds from sales of consolidated companies, after 13 30 divested cash Disposal of equity affiliates 11 2,920 Decrease in financial assets 215 1,751 Divestitures 265 4,728 Dividends received from equity affiliates 3 79 Dividends received from unconsolidated companies 1 3 Net cash provided by/(used for) investing activities (6,042) 807 Financing activities Net proceeds from issuance of common shares in connection with Vivendi SA's share-based compensation 131 151 plans Sales/(purchases) of Vivendi SA's treasury shares (18) (37) Dividends paid by Vivendi SA to its shareowners (1,245) (1,731) Other transactions with shareowners (229) (7,909) Dividends paid by consolidated companies to their (483) (1,154) non-controlling interests Transactions with shareowners (1,844) (10,680) Setting up of long-term borrowings and increase in 5,859 6,045 other long-term financial liabilities Principal payment on long-term borrowings and decrease (4,217) (452) in other long-term financial liabilities Principal payment on short-term borrowings (2,615) (2,451) Other changes in short-term borrowings and other 3,056 597 financial liabilities Interest paid, net (568) (481) Other cash items related to financial activities (98) (239) Transactions on borrowings and other financial 1,417 3,019 liabilities Net cash provided by/(used for) financing activities (427) (7,661) Foreign currency translation adjustments (47) (14) Change in cash and cash equivalents 590 (6) Cash and cash equivalents At beginning of the period 3,304 3,310 At end of the period 3,894 3,304 APPENDIX VII VIVENDI SELECTED KEY CONSOLIDATED FINANCIAL DATA FOR THE LAST FIVE YEARS (IFRS, audited) Full Year Full Year Full Year Full Full 2012 2011 2010 Year Year 2009 2008 Consolidated data Revenues 28,994 28,813 28,878 27,132 25,392 EBITA 5,283 5,860 5,726 5,390 4,953 Earnings attributable to 164 2,681 2,198 830 2,603 Vivendi SA shareowners Adjusted net 2,550 2,952 2,698 2,585 2,735 income Financial Net Debt 13,419 12,027 8,073 9,566 8,349 (a) Total equity 21,436 22,070 28,173 25,988 26,626 of which Vivendi SA shareowners' 18,465 19,447 24,058 22,017 22,515 equity Cash flow from operations, before capital 7,872 8,034 8,569 7,799 7,056 expenditures, net (CFFO before capex, net) Capital expenditures, net (4,490) (3,340) (3,357) (2,562) (2,001) (capex, net) (b) Cash flow from operations (CFFO) 3,382 4,694 5,212 5,237 5,055 (c) Financial (1,795) (636) (1,397) (3,050) (3,947) investments Financial 239 4,701 1,982 97 352 divestments Dividends paid with respect to 1,245 1,731 1,721 1,639 (d) 1,515 previous fiscal year Per share data Weighted average number of shares 1,298.9 1,281.4 1,273.8 1,244.7 1,208.6 outstanding (e) Adjusted net income per share 1.96 2.30 2.12 2.08 2.26 (e) Number of shares outstanding at the end of the period 1,322.5 1,287.4 1,278.7 1,270.3 1,211.6 (excluding treasury shares) (e) Equity per share, attributable to 13.96 15.11 18.81 17.33 18.58 Vivendi SA shareowners (e) Dividends per share paid with respect to 1.00 1.40 1.40 1.40 1.30 previous fiscal year In millions of euros, number of shares in millions, per share amounts in euros. a. Vivendi considers Financial Net Debt, a non-GAAP measure, to be a relevant indicator in measuring Vivendi’s indebtedness. As of December 31, 2009, Vivendi revised its definition of Financial Net Debt to include certain cash management financial assets whose features do not strictly comply with the definition of cash equivalents as defined by IAS7 and the AMF’s position n°2011-13 (in particular, these financial assets may have a maturity of up to 12 months). Considering that no investment in such assets was made prior to 2009, the retroactive application of this change in presentation would have no impact on Financial Net Debt for the relevant periods and the information presented in respect of the 2008 fiscal year is therefore consistent. Financial Net Debt is calculated as the sum of long-term and short-term borrowings and other long-term and short-term financial liabilities as reported on the Consolidated Statement of Financial Position, less cash and cash equivalents as reported on the Consolidated Statement of Financial Position as well as derivative financial instruments in assets, cash deposits backing borrowings and certain cash management financial assets (included in the Consolidated Statement of Financial Position under “financial assets”). Financial Net Debt should be considered in addition to, and not as a substitute for, other GAAP measures reported on the Consolidated Statement of Financial Position, as presented in the Appendix V, as well as other measures of indebtedness reported in accordance with GAAP. Vivendi Management uses Financial Net Debt for reporting and planning purposes, as well as to comply with certain debt covenants of Vivendi. b. Capex, net corresponds to cash used for capital expenditures, net of proceeds from sales of property, plant, equipment and intangible assets. c. Vivendi considers that the non-GAAP measure cash flow from operations (CFFO) as a relevant indicator of the group’s operating and financial performance. This indicator should be considered in addition to, not as substitutes for, other GAAP measures as reported in Vivendi’s Cash Flow Statement described in the group’s Consolidated Financial Statements, as presented in the Appendix VI. d. The 2008 dividend distribution totaled €1,639 million, of which €904 million was paid in Vivendi shares (which had no impact on cash) and €735 million was paid in cash. e. The number of shares, adjusted net income per share, and the equity per share, attributable to Vivendi SA shareowners have been adjusted for all periods previously published in order to reflect the dilution arising from the grant to each shareholder on May 9, 2012 of one bonus share for each 30 shares held, in accordance with IAS 33 - Earnings Per Share. Contact: Vivendi
Vivendi 2012 Earnings
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