Vivendi 2012 Earnings

  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