Vivendi: 2013 Results in line with expectations in a challenging environment

  Vivendi: 2013 Results in line with expectations in a challenging environment

  *Revenues^1:  €22.135 billion, up 0.2% at constant currency (-2.0% at
    actual currency and -4.0% at constant currency and perimeter) compared to
    2012.
  *Vivendi’s media and content activities increased strongly by 10.1% at
    constant currency (+5.7% at actual currency and +1.7% at constant currency
    and perimeter).
  *The SFR transformation plan has been a success: in the fourth quarter
    2013, SFR recorded its best commercial performance over the last two years
    in the Retail Postpaid Mobile market.
  *EBITA^1,2: €2.433 billion, down 20.6% at constant currency (-23.1% at
    actual currency) compared to 2012, due in particular to SFR adapting to a
    strong competitive environment.
  *Adjusted Net Income^3: €1.540 billion, down 9.7% compared to 2012.
  *Earnings attributable to Vivendi SA shareowners: €1.967billion, compared
    to €179 million in 2012. These earnings included the capital gain on the
    sale of Activision Blizzard, which was partially offset by the impairment
    of SFR’s goodwill.
  *Cash Flow From Operations: €1.453 billon, up 19.8% compared to 2012.
  *Financial Net debt: reduction to €11.1 billion at year-end 2013, compared
    to €13.4 billion at year-end 2012. It would amount to €6.9 billion
    including the disposal of the Maroc Telecom interest^4.

Note: This press release contains audited consolidated earnings established
under IFRS, which were approved by Vivendi’s Management Board on February 19,
2014, after having received the recommendation of the Audit Committee on
February 18, 2014, and reviewed by the Supervisory Board on February 21, 2014.
They will be submitted for approval at the Annual General Shareholders’
meeting to be held on June 24, 2014.

Business Wire

PARIS -- February 25, 2014

Regulatory News:

Vivendi (Paris:VIV):

Commenting on the 2013 annual results, Jean-François Dubos, Chairman of the
Management Board, stated:

“Vivendi has delivered results in line with expectations despite a challenging
economic and competitive environment. It has strengthened its positions in
both music and television in France, and internationally, and has achieved a
number of significant milestones.

The group sold most of its interest in Activision Blizzard and entered into a
definitive agreement with Etisalat to sell its interest in Maroc Telecom.
These operations significantly reduce the debt level.

Vivendi has decided to focus on its media and content activities, which hold
leading positions and are taking advantage of the growing digital market. It
has strengthened its presence in Canal+ France, now fully owned.

The group is also reshaping SFR. The operator has begun to benefit from its
transformation plan, by re-taking the commercial lead and by reducing costs.
SFR has also entered into an agreement to share part of its mobile network
with Bouygues Telecom, allowing it to offer better coverage and strengthened
service quality to its customers.

Creation of shareholder value is our priority. The Vivendi share price has
risen more than 60% (dividends included) in the last two years.

The group aims to position the future Vivendi as a dynamic player in media and
content. With SFR, it intends to participate in the reorganization of the
telecommunication sector in France, exploring actively all potential
opportunities.”

                             Business Highlights

                                 Canal+ Group

Canal+ Group’s revenues were €5,311 million, a 5.9% increase (-0.5% at
constant perimeter and currency) year-on-year. This growth was primarily
driven by the development of pay-TV operations outside of France, notably in
Africa and Poland, and by the acquisition and successful re-launch of the
free-to-air channels D8 and D17.

At the end of December 2013, Canal+ Group reached 10.4 million individual
subscribers (+249,000 year-on-year) for a total of 14.7million subscriptions.
This growth was due to strong performance in overseas countries, where total
individual subscribers reached 4.4million (+275,000 compared to year-end
2012). In mainland France, total individual subscribers remained almost stable
at 6.1 million despite a challenging economic and competitive environment. Net
average revenue per individual subscriber in mainland France continued to
grow, reaching €44.2, compared to €43.2 in 2012.

Free-to-air TV operations strongly contributed to revenue growth, thanks to
the integration of D8 and D17. In December 2013, these channels had aggregated
an audience share of 4.7%, including 3.4% for D8, which only a year after its
re-launch, regularly ranks as the fifth ^ national channel in France.

Studiocanal’s revenues increased due to the development of TV sales and
international rights (in particular "Non-Stop" by Jaume Collet-Serra et
"Hunger Games 2" in Germany). In 2013, Studiocanal supported major productions
including the Coen brothers’ film “Inside Llewyn Davis”, winner of the Grand
Prix du Jury at Cannes in 2013, and the series “Crossing Lines”, which is
notably broadcast in the United States, Canada, France and Italy. In order to
strengthen its position in TV series production, Studiocanal acquired 60% of
the British company Red in 2013.

Excluding transition costs related to D8, D17 and the new operations in
Poland, Canal+ Group’s EBITA was €661 million, down 1.9% compared to 2012.
This change was due to lower advertising revenues on pay-TV channels and
higher programming costs due to an increase in exclusive content. Including
costs related to the integration of D8, D17 and the new operations in Poland,
EBITA was €611 million. D8 and D17 achieved breakeven in the fourth quarter of
2013.

On January 14, 2014, the French rugby league (LNR) awarded Canal+ Group
exclusive broadcasting rights for the TOP 14 French rugby championship for
five new seasons (2014/2015 to 2018/2019). These rights cover all TOP 14
games, across all platforms and in all territories. They complete the
portfolio of major sports rights already owned by Canal+ Group, in particular
the best French and European football (two live games on every Ligue 1, match
day and the top pick on every Champions League day, and the full English
Premier League) and the Formula 1 world championship.

Moreover, the quality of Original Creations, the heart of Canal+ programming,
has been recognized again. In 2013, the series “Les Revenants” was given the
best drama series award at the International Emmy Awards and “Maison Close”
received the award for best French series at the Television Festival of Monte-
Carlo.

                            Universal Music Group

Universal Music Group (UMG) revenues were €4,886 million, up 12.8% at constant
currency compared to 2012 (+7.5% at actual currency).At constant currency,
excluding EMI recorded music, revenues were in line with the prior year, as
the decline in physical sales was offset by the growth in digital and other
revenues,with subscription and streaming revenue increasing by approximately
75% over the prior year.For the first time in 2013,yearly digital sales
exceeded physical sales.

Recorded music best sellers for2013 included Eminem, Katy Perry, Imagine
Dragons, Lady Gaga, Drake, Robin Thicke as well as French-language artist,
Stromae. The company’s commercial and creative success set many records over
the course of the year, including UMG becoming the first company to achieve
all ten of the Top 10 songs on the U.S.charts and nine of the Top 10 albums
in the U.S. In addition, UMG signed new agreements with leading labels
including Disney Music Group, Glassnote Entertainment and Roc Nation, as well
legendary artists including Neil Diamond, Queen, The Rolling Stones and Frank
Sinatra.

UMG’s EBITA of €511 million was up 1.4% at constant currency (-2.9% at actual
currency) compared to 2012. Excluding restructuring and integration costs, and
at constant currency, EBITA was up 9.5% compared to 2012, due to
revenuegrowth and cost management efforts.

UMG achieved this performance despite a very difficult industry environment in
Japan, the world’s second largest music market.

The company’s integration of EMI remains on track to deliver the previously
disclosed synergies of more than £100 million by the end of 2014.

                                     GVT

GVT’s revenues increased by 13.1% at constant currency (-0.4% at actual
currency) compared to 2012, reaching €1,709 million. This performance was
achieved in a highly competitive environment and a strong slowdown in the
Brazilian economy. At year-end 2013, GVT services covered 150 cities, compared
to 139 cities one year earlier.

GVT’s pay-TV service performed well and generated revenues of €174 million,
around 10% of GVT’s revenues. The number of subscribers reached about 643,000
at the end of 2013 (+58.4% year-on-year), representing a 24.6% penetration
rate among GVT’s broadband customer base. In addition to hybrid technology
(satellite and IPTV), GVT launched an offer providing pay-TV service via
satellite only.

The quality of the GVT offers continued to receive several accolades. The
company was ranked by Info Exame magazine as the operator delivering the best
broadband service in Brazil for the fifth consecutive year. It also offers the
highest average broadband speed to its customers (13.4 Mbps compared to the
Brazilian average of 2.7 Mbps), according the Akamai Institute.

GVT’s EBITDA reached €707 million, an 8.7% increase at constant currency
(-4.5% at actual currency) compared to 2012. EBITDA margin reached 41.4%,
which is the highest margin in the Brazilian telecom operators market.

GVT’s EBITA was €405 million, a 5.7% decrease at constant currency (-17.0% at
actual currency) compared to 2012. This change was due to increased
depreciation expenses attributed to the development of pay-TV and continued
high capital expenditure to support its growth.

In 2013, EBITDA-Capex was close to breakeven for the full year, and became
positive in the second half of the year thanks to a strong performance in the
telecom activities.

                                     SFR

SFR’s revenues were €10,199 million, a 9.6% decrease compared to 2012, due to
the impact of price cuts in response to the competitive environment and to
tariff cuts imposed by the regulators^5. Excluding the impact of the tariff
cuts imposed by the regulators, revenues decreased by 7.2%.

In 2013, SFR’s total mobile customer base increased by 756,000^6 net additions
since December 31, 2012 and reached 21.354 million^6. At the end of December
2013, the broadband Internet residential customer base increased by 182,000
net additions to 5.257 million.

Retail^7 revenues amounted to €6,873 million, down 13.8% compared to 2012.

Within the Mobile Retail market^7, SFR’s postpaid customer base increased by
279,000^6 net additions in 2013. At the end of December, SFR’s postpaid mobile
customer base reached 11.381 million, a 2.5%^6 increase compared to end
December 2012. In the Retail Postpaid customer market, in the fourth quarter,
SFR recorded its best net sales performance since the fourth quarter of 2011,
and its best December in three years. SFR’s total (postpaid and prepaid)
Mobile Retail customer base reached 14.555 million^6. Mobile Internet usage
continued to improve, with 64% of SFR Retail customers equipped with a
smartphone (51% at end December 2012).

One year after having launched 4G, SFR covers more than 40% of the population,
representing 1,200 cities, with more than 1 million customers at year-end. SFR
also covers over 70% of the population in Dual Carrier.

Within the Fixed Retail market^7, the broadband Internet residential customer
base in mainland France reached 5.209 million at the end of December 2013,
with 170,000 net additions since December 31, 2012, and an acceleration of
fiber recruitments. The “Multi-Pack de SFR” offer attracted 2.355 million
subscribers at the end of December 2013, representing 45% of the broadband
Internet customer base.

In a challenging macroeconomic environment, B2B^8 revenues amounted to €1,789
million, down 4.4%.

On February 13, 2014, Vivendi announced it had entered into exclusive
negotiations with Belgacom Group to acquire 100% of the shares of Telindus
France Group. Telindus Group is a leader on the French market of
telecommunication integration and operations of ICT (Information and
Communication Technologies) infrastructures, and the first Cisco distributor
in France. Telindus France would further strengthen Vivendi’s Telecoms
division, sitting alongside the SFR group. SFR will thus substantially expand
its presence on the related market of telecommunication integration and will
provide new services to its corporate customers in addition to those offered
by the SFR Business Team.

Wholesale and other^9  revenues amounted to €1,537 million, a 6.5% increase
year-on-year, mainly due to growth on Wholesale activity.

SFR’s EBITDA amounted to €2,766 million, a 16.2% decrease compared to 2012
(excluding non-recurring items^10, EBITDA decreased by 16.5%).

SFR continues to implement its transformation plan. Since the end of 2011,
operating expenditures, both fixed and variable, have decreased by more than
€1billion (excluding non-recurring items^10).

On January 31, 2014, SFR and Bouygues Telecom entered into a strategic network
sharing agreement. The two operators are to roll out a new shared network in
an area covering 57% of the French population. This agreement will enable both
operators to improve their mobile coverage, to offer better service to
customers and to generate significant savings in the future. The network
sharing agreement took effect upon signing with the creation of a dedicated
joint-venture. The shared network is expected to be completed by the end of
2017.

              Comments on Key Financial Consolidated Indicators

Revenues were €22,135million, compared to €22,577million in 2012 (-2.0%, or
+0.2% at constant currency).

EBITA was €2,433million, compared to €3,163million in 2012 (-23.1%, or
-20.6% at constant currency). This change mainly reflected the decline in the
performances of SFR (-€527million), GVT (-€83million, primarily due to the
decline in value of the Brazilian Real), Canal+ Group (-€52million, including
the increase in transition costs related to D8/D17 and “n” of -€39million),
and Universal Music Group (-€15million, including the increase in
restructuring charges of -€35million and integration costs related to EMI
Recorded Music of -€8million). Additionally, this change included the costs
related to the launch of Watchever in Germany (-€66million).

Impairment losses on intangible assets acquired through business combinations
amounted to €2,437million, compared to €760million in 2012. In 2013, they
reflected the impairment of SFR’s goodwill (€2,431million). In 2012, they
related to the impairment of Canal+ France’s goodwill (€665million) and
certain goodwill and music catalogs of Universal Music Group (€94million).

Interest was an expense of €528million, compared to €544million in 2012
(-2.9%).

Earnings from discontinued operations (before non-controlling interests)
amounted to €4,635million, compared to €1,505million in 2012. In 2013, it
included the capital gain on the divestiture of Activision Blizzard on October
11, 2013 (€2,915million) and the change in value, since that date, of the
83million Activision Blizzard shares still owned by Vivendi as of December
31, 2013 (gain of €245million). Moreover, earnings from discontinued
operations included Activision Blizzard’s earnings until the effective date of
divestiture (€692million, compared to €873million in 2012), as well as Maroc
Telecom group’s earnings (€783million in 2013, compared to €632million in
2012).

Adjusted net income attributable to non-controlling interests amounted to
€117million, unchanged compared to December 31, 2012, and primarily included
Lagardère’s non-controlling interest in Canal+ Group until November 5, 2013.

Adjusted net income was €1,540million (or €1.16pershare), compared to
€1,705million (or €1.31pershare) in 2012, down 9.7%.

Earnings attributable to Vivendi SA shareowners, under IFRS, amounted to
€1,967million (or €1.48 per share), compared to €179million (or €0.14per
share) in 2012, a €1,788million increase. This change mainly reflected in
2013, the capital gain on the divestiture of Activision Blizzard
(€2,915million), partially offset by the impairment of SFR’s goodwill
(-€2,431million), and in 2012, the reserve accrual in relation to the Liberty
Media Corporation litigation in the United States (-€945million) and the
impairment of Canal+ France’s goodwill (-€665million).

Financial net debt under IFRS improved to €11.1 billion, compared to €13.4
billion as of December 31, 2012. It would amount to €6.9 billion including the
future closing of the sale of the 53% interest in Maroc Telecom.

Earnings in Vivendi SA’s statutory accounts was a loss of  €4,858 million in
2013, compared to a loss of €6,045million in 2012. This change mainly
reflects the recognition in 2013 of the impairment of stake in SFR (-€5,318
million as of December 31, 2013 following the impairment of -€5,875 million as
of December 31, 2012). In 2012, earnings Vivendi SA’s statutory accounts also
included the reserve accrual regarding the Liberty Media Corporation
litigation (-€945 million). Vivendi SA’s 2013 loss will be charged against
other reserves for up to €2,854 million and the balance of €2,004 million will
be charged against additional paid-in capital.

For additional information, please refer to the “Financial Report and Audited
Consolidated Financial Statements for 2013”, which will be released later
online on Vivendi’s website (www.vivendi.com).

About Vivendi

Vivendi groups together leaders in content, media and telecommunications.
Canal+ Group is the French leader in pay-TV, also operating in French-speaking
Africa, Poland and Vietnam; its subsidiary Studiocanal is a leading European
player in production, acquisition, distribution and international film sales.
Universal Music Group is the world leader in music; it strengthened and
diversified its position with the acquisition of EMI Recorded Music. GVT is a
telecom and media/content distribution in Brazil. In addition, Vivendi owns
SFR, the French leader in alternative telecoms.

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 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 as well as any other approvals which may be required in
connection with certain transactions and the risks described in the documents
Vivendi filed with the Autorité des Marchés Financiers (French securities
regulator), which are also available in English on Vivendi's website
(www.vivendi.com). Investors and security holders may obtain a free copy of
documents filed by Vivendi with the Autorité des Marchés Financiers at
www.amf-france.org, or directly from Vivendi. Accordingly, we caution you
against relying on forward looking statements. These forward-looking
statements are made as of the date of this press release and Vivendi disclaims
any intention or obligation to provide, update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

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

^1 As from the second quarter of 2013, in compliance with IFRS 5, Activision
Blizzard and Maroc Telecom have been reported in Vivendi’s Consolidated
Statement of Earnings as discontinued operations. In practice, income and
charges from these two businesses have been reported as follows:- their
contribution until the effective divestiture, to each line of Vivendi’s
Consolidated Statement of Earnings (before non-controlling interests) has been
grouped under the line “Earnings from discontinued operations”;- in accordance
with IFRS 5, these adjustments have been applied to all periods presented to
ensure consistency of information; and- their share of net income has been
excluded from Vivendi’s adjusted net income.On October 11, 2013, Vivendi
deconsolidated Activision Blizzard pursuant to the sale of 88% of its interest
in it.

^2 For more information about EBITA, see appendix IV.

^3 For the reconciliation of earnings attributable to Vivendi SA shareowners
to adjusted net income, see appendix IV.

^4 Expected to be completed in the near future upon terms known to date.

^5 Tariff cuts imposed by regulatory decision:i) 33% decrease in mobile voice
termination regulated price on July 1, 2012 and a further 20% decrease on
January 1, 2013;ii) 33% decrease in SMS termination regulated price on July 1,
2012;iii) Roaming tariff cuts on July 1, 2012 and on July 1, 2013; andiv) 50%
decrease in fixed voice termination regulated price on July 1, 2012 and a
further 47% decrease on January 1, 2013.

^6 Following a Mass Market billing system migration, 92,000 inactive customers
were excluded from the final customer base (no impact on revenues).

^7 Metropolitan market, all brands combined.

^8 Metropolitan market, SFR Business Team brand.

^9 Mainly Wholesale revenues, SRR (SFR’s subsidiary in La Réunion) revenues
and elimination of intersegment operations.

^10 +€51 million in the third quarter of 2012, and -€66 million in the fourth
quarter of 2012.

ANALYST CONFERENCE (in English, with French translation)
Speakers:
Jean-François Dubos
Chairman of the Management Board
Hervé Philippe
Chief Financial Officer

Date: Tuesday, February 25, 2014
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 :
- From France: +33 (0) 176 77 22 23
- From the United Kingdom: +44 (0) 203427 19 02
- From the States: +1212444 0412
Code for the connection to the English conference: 576 79 17
Code for the connection to the conference in French (simultaneous
translation): 216 23 35

Numbers to dial for replay:
- From France: +33 (0) 174 20 28 00
- From the United Kingdom: +44 (0) 203427 05 98
- From the States: +1347366 95 65
Code for the connection to the English conference: 576 79 17
Code for the connection to the conference in French (simultaneous
translation): 216 23 35

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.

                                                                     
APPENDIX I
VIVENDI ADJUSTED STATEMENT OF EARNINGS
(IFRS, audited)
                                                         
4th        4th
Quarter    Quarter
2013       2012       %                          Full Year   Full Year   %
                      Change                     2013        2012        Change
                                                             
                                                                         
5,945      6,230      -    %   Revenues          22,135      22,577      - 2.0  %
                      4.6
(3,705 )   (3,847 )            Cost of           (12,988 )   (12,672 )
                               revenues
2,240      2,383      -    %   Margin from       9,147       9,905       - 7.7  %
                      6.0      operations
                                                                         
                               Selling,
                               general and
                               administrative
                               expenses
                               excluding
(1,772 )   (1,859 )            amortization of   (6,443  )   (6,469  )
                               intangible
                               assets acquired
                               through
                               business
                               combinations
                                                                         
                               Restructuring
                               charges and
(156   )   (215   )            other operating   (271    )   (273    )
                               charges and
                               income
                                                          
312        309        +    %   EBITA (*)         2,433       3,163       - 23.1 %
                      1.0
                                                                         
                               Income from
(24    )   (19    )            equity            (33     )   (38     )
                               affiliates
                                                                         
(115   )   (138   )            Interest          (528    )   (544    )
                                                                         
46         1                   Income from       67          7
                               investments
                                                          
                               Adjusted
                               earnings from
                      +        continuing
219        153        43.1 %   operations        1,939       2,588       - 25.1 %
                               before
                               provision for
                               income taxes
                                                                         
71         (54    )            Provision for     (282    )   (766    )
                               income taxes
                                                          
                               Adjusted net
290        99         x 2.9    income before     1,657       1,822       - 9.1  %
                               non-controlling
                               interests
                                                                         
2          6                   Non-controlling   (117    )   (117    )
                               interests
                                                          
292       105       x 2.8    Adjusted net      1,540      1,705      - 9.7  %
                               income (*)
                                                             
                                                                         
                               Adjusted net
0.22       0.08       x 2.7    income per        1.16        1.31        - 11.8 %
                               share - basic
                                                                         
                               Adjusted net
0.22       0.08       x 2.7    income per        1.15        1.31        - 11.9 %
                               share - diluted
                                                                                

              In millions of euros, per share amounts in euros.

Nota: As from the second quarter of 2013, in compliance with IFRS 5,
Activision Blizzard and Maroc Telecom group have been reported in Vivendi’s
Consolidated Statement of Earnings as discontinued operations. In practice,
income and charges from these two businesses have been reported as follows:

  *their contribution until the effective divestiture, if any, to each line
    of Vivendi’s Consolidated Statement of Earnings (before non-controlling
    interests) has been grouped under the line “Earnings from discontinued
    operations”;
  *in accordance with IFRS 5, these adjustments have been applied to all
    periods presented to ensure consistency of information; and
  *their share of net income has been excluded from Vivendi’s adjusted net
    income.

On October 11, 2013, Vivendi deconsolidated Activision Blizzard pursuant to
the sale of 88% of its interest in it.

Moreover, data published with respect to fiscal year 2012 has been adjusted
following the application of amended IAS 19.

These adjustments are presented in Appendix 1 to the Financial Report and in
Note 33 to the Consolidated Financial Statements for the year ended December
31, 2013.

(*) 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.

For any additional information, please refer to “Annual Financial Report and
Audited Consolidated Financial Statements for the year ended December 31,
2013”, which will be released online later on Vivendi’s website
(www.vivendi.com).

                             
APPENDIX II
VIVENDI
CONSOLIDATED STATEMENT OF EARNINGS
(IFRS, audited)
                                                                  
4th        4th
Quarter    Quarter
2013       2012       %                          Full Year   Full Year   %
                      Change                     2013        2012        Change
                                                             
                                                                         
5,945      6,230      -    %   Revenues          22,135      22,577      -    %
                      4.6                                                2.0
(3,705 )   (3,847 )            Cost of           (12,988 )   (12,672 )
                               revenues
2,240      2,383      -    %   Margin from       9,147       9,905       -    %
                      6.0      operations                                7.7
                                                                         
                               Selling,
                               general and
                               administrative
                               expenses
                               excluding
(1,772 )   (1,859 )            amortization of   (6,443  )   (6,469  )
                               intangible
                               assets acquired
                               through
                               business
                               combinations
                                                                         
                               Restructuring
                               charges and
(156   )   (215   )            other operating   (271    )   (273    )
                               charges and
                               income
                                                                         
                               Amortization of
                               intangible
(110   )   (125   )            assets acquired   (462    )   (436    )
                               through
                               business
                               combinations
                                                                         
                               Impairment
                               losses on
                               intangible
(2,432 )   (667   )            assets acquired   (2,437  )   (760    )
                               through
                               business
                               combinations
                                                                         
                               Reserve accrual
                               related to the
                               Liberty Media
-          (945   )            Corporation       -           (945    )
                               litigation in
                               the United
                               States
                                                                         
53         7                   Other income      88          19
                                                                         
(8     )   (154   )            Other charges     (57     )   (236    )
                                                          
(2,185 )   (1,575 )   -    %   EBIT              (435    )   805         na
                      38.7
                                                                         
                               Income from
(24    )   (19    )            equity            (33     )   (38     )
                               affiliates
                                                                         
(115   )   (138   )            Interest          (528    )   (544    )
                                                                         
46         1                   Income from       67          7
                               investments
                                                                         
4          26                  Other financial   51          37
                               income
                                                                         
(325   )   (81    )            Other financial   (561    )   (204    )
                               charges
                                                          
                               Earnings from
                               continuing
(2,599 )   (1,786 )   -    %   operations        (1,439  )   63          na
                      45.5     before
                               provision for
                               income taxes
                                                                         
(85    )   53                  Provision for     (417    )   (604    )
                               income taxes
                                                          
                      -        Earnings from
(2,684 )   (1,733 )   54.9 %   continuing        (1,856  )   (541    )   x 3.4
                               operations
                                                                         
                               Earnings from
3,336      442                 discontinued      4,635       1,505
                               operations
                                                          
652        (1,291 )   na       Earnings          2,779       964         x 2.9
                                                                         
(96    )   (188   )            Non-controlling   (812    )   (785    )
                               interests
                                                          
                               Earnings
556       (1,479 )   na       attributable to   1,967      179        x 11.0
                               Vivendi SA
                               shareowners
                                                             
                                                                         
                               Earnings
                               attributable to
0.42       (1.12  )   na       Vivendi SA        1.48        0.14        x 10.7
                               shareowners per
                               share - basic
                                                                         
                               Earnings
                               attributable to
0.41       (1.12  )   na       Vivendi SA        1.47        0.14        x 10.8
                               shareowners per
                               share - diluted
                                                                         

              In millions of euros, per share amounts in euros.

na: not applicable.

Nota: As from the second quarter of 2013, in compliance with IFRS 5,
Activision Blizzard and Maroc Telecom group have been reported in Vivendi’s
Consolidated Statement of Earnings as discontinued operations. In practice,
income and charges from these two businesses have been reported as follows:

  *their contribution until the effective divestiture, if any, to each line
    of Vivendi’s Consolidated Statement of Earnings (before non-controlling
    interests) has been grouped under the line “Earnings from discontinued
    operations”; and
  *in accordance with IFRS 5, these adjustments have been applied to all
    periods presented to ensure consistency of information.

On October 11, 2013, Vivendi deconsolidated Activision Blizzard pursuant to
the sale of 88% of its interest in it.

Moreover, data published with respect to fiscal year 2012 has been adjusted
following the application of amended IAS 19.

                                                                                                     
APPENDIX III
VIVENDI
REVENUES AND EBITA BY BUSINESS SEGMENT
(IFRS, audited)
                                                                                   
                               % Change                                                     % Change
4th       4th                  at                                                           at
Quarter   Quarter              constant                                                     constant
                    %                       (in millions   Full       Full       %
2013      2012      Change     rate         of euros)      Year       Year       Change     rate
                                                           2013       2012
                                                                                                     
                                                                                 
                                                                                                     
                                            Revenues
1,454     1,366     +6.4   %   +7.2     %   Canal+ Group   5,311      5,013      +5.9   %   +6.2     %
1,488     1,641     -9.3   %   -3.3     %   Universal      4,886      4,544      +7.5   %   +12.8    %
                                            Music Group
412       434       -5.1   %   +9.4     %   GVT            1,709      1,716      -0.4   %   +13.1    %
21        19        +10.5  %   +24.6    %   Other          72         66         +9.1   %   +13.7    %
                                            Elimination
(4    )   (6    )   na         na           of             (17    )   (26    )   na         na
                                            intersegment
                                            transactions
3,371     3,454     -2.4   %   +2.6     %   Media &        11,961     11,313     +5.7   %   +10.1    %
                                            Content
                                                                                                     
2,583     2,780     -7.1   %   -7.1     %   SFR            10,199     11,288     -9.6   %   -9.6     %
                                            Elimination
                                            of
(9    )   (4    )   na         na           intersegment   (25    )   (24    )   na         na
                                            transactions
                                            related to
                                            SFR
                                                                                          
5,945    6,230    -4.6   %   -1.8     %   Total          22,135    22,577    -2.0   %   +0.2     %
                                            Vivendi
                                                                                 
                                                                                                     
                                            EBITA (*)
(36   )   (59   )   +39.0  %   +39.0    %   Canal+ Group   611        663        -7.8   %   -7.9     %
256       288       -11.1  %   -7.8     %   Universal      511        526        -2.9   %   +1.4     %
                                            Music Group
107       147       -27.2  %   -16.3    %   GVT            405        488        -17.0  %   -5.7     %
(22   )   (6    )   x 3.7      x 3.5        Other          (80    )   (14    )   x 5.7      x 5.6
(26   )   (11   )   x 2.4      x 2.3        Holding &      (87    )   (100   )   +13.0  %   +12.7    %
                                            Corporate
279       359       -22.3  %   -15.2    %   Media &        1,360      1,563      -13.0  %   -8.0     %
                                            Content
                                                                                                     
33        (50   )   na         na           SFR            1,073      1,600      -32.9  %   -32.9    %
                                                                                          
312      309      +1.0   %   +9.1     %   Total          2,433     3,163     -23.1  %   -20.6    %
                                            Vivendi
                                                                                                     

na: not applicable.

Nota: Data presented supra takes into account the consolidation of the
following entities as from the indicated dates:

  *at Canal+ Group: D8 and D17 (September 27, 2012), as well as “n” (November
    30, 2012); and
  *at Universal Music Group: EMI Recorded Music (September 28, 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 SA 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 they better
illustrate the underlying performance of continuing operations by excluding
most non-recurring and non-operating items.

                                                              
4th Quarter   4th Quarter
2013          2012            (in millions of euros)   Full Year    Full Year
                                                       2013         2012
                                                           
                                                                    
(2,185   )    (1,575   )      EBIT (*)                 (435    )    805
                              Adjustments
                              Amortization of
                              intangible assets
110           125             acquired through         462          436
                              business combinations
                              (*)
                              Impairment losses on
                              intangible assets
2,432         667             acquired through         2,437        760
                              business combinations
                              (*)
                              Reserve accrual
                              related to the Liberty
-             945             Media Corporation        -            945
                              litigation in the
                              United States (*)
(53      )    (7       )      Other income (*)         (88     )    (19     )
8            154            Other charges (*)        57          236     
312          309            EBITA                    2,433       3,163   
                                                           
                                                                    
4th Quarter   4th Quarter
2013          2012            (in millions of euros)   Full Year    Full Year
                                                       2013         2012
                                                           
                                                                    
                              Earnings attributable
556           (1,479   )      to Vivendi SA            1,967        179
                              shareowners (*)
                              Adjustments
                              Amortization of
                              intangible assets
110           125             acquired through         462          436
                              business combinations
                              (*)
                              Impairment losses on
                              intangible assets
2,432         667             acquired through         2,437        760
                              business combinations
                              (*)
                              Reserve accrual
                              related to the Liberty
-             945             Media Corporation        -            945
                              litigation in the
                              United States (*)
(53      )    (7       )      Other income (*)         (88     )    (19     )
8             154             Other charges (*)        57           236
(4       )    (26      )      Other financial income   (51     )    (37     )
                              (*)
325           81              Other financial          561          204
                              charges (*)
                              Earnings from
(3,336   )    (442     )      discontinued             (4,635  )    (1,505  )
                              operations (*)
                              of which capital gain
(2,915   )    -               on the divestiture of    (2,915  )    -
                              Activision Blizzard
                              Change in deferred tax
                              asset related to
100           -               Vivendi SA's French      161          48
                              Tax Group and to the
                              Consolidated Global
                              Profit Tax Systems
                              Non-recurring items
110           (50      )      related to provision     194          (25     )
                              for income taxes
(54      )    (57      )      Provision for income     (220    )    (185    )
                              taxes on adjustments
                              Non-controlling
98           194            interests on             695         668     
                              adjustments
292          105            Adjusted net income      1,540       1,705   

Nota: As from the second quarter of 2013, in compliance with IFRS 5,
Activision Blizzard and Maroc Telecom group have been reported in Vivendi’s
Consolidated Statement of Earnings as discontinued operations. In practice,
income and charges from these two businesses have been reported as follows:

  *their contribution until the effective divestiture, if any, to each line
    of Vivendi’s Consolidated Statement of Earnings (before non-controlling
    interests) has been grouped under the line “Earnings from discontinued
    operations”;
  *in accordance with IFRS 5, these adjustments have been applied to all
    periods presented to ensure consistency of information; and
  *their share of net income has been excluded from Vivendi’s adjusted net
    income.

On October 11, 2013, Vivendi deconsolidated Activision Blizzard pursuant to
the sale of 88% of its interest in it.

Moreover, data published with respect to fiscal year 2012 has been adjusted
following the application of amended IAS 19.

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


APPENDIX V
VIVENDI
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(IFRS, audited)
                                                               
                                    December 31,   December 31,   January 1st,
                                    2013           2012           2012
(in millions of euros)
                                                            
                                                                  
ASSETS
Goodwill                            17,147         24,656         25,029
Non-current content assets          2,623          3,327          2,485
Other intangible assets             4,306          5,190          4,329
Property, plant and equipment       7,541          9,926          9,001
Investments in equity affiliates    446            388            135
Non-current financial assets        654            488            379
Deferred tax assets                 733           1,445         1,447    
Non-current assets                  33,450         45,420         42,805
                                                                  
Inventories                         330            738            805
Current tax receivables             627            819            542
Current content assets              1,149          1,044          1,066
Trade accounts receivable and       4,898          6,587          6,730
other
Current financial assets            45             364            478
Cash and cash equivalents           1,041         3,894         3,304    
                                    8,090          13,446         12,925
Assets held for sale                1,078          667            -
Assets of discontinued              6,562         -             -        
businesses
Current assets                      15,730         14,113         12,925
                                                                
TOTAL ASSETS                        49,180        59,533        55,730   
                                                                  
EQUITY AND LIABILITIES
Share capital                       7,368          7,282          6,860
Additional paid-in capital          8,381          8,271          8,225
Treasury shares                     (1       )     (25      )     (28      )
Retained earnings and other         1,709         2,797         4,295    
Vivendi SA shareowners' equity      17,457         18,325         19,352
Non-controlling interests           1,573         2,966         2,619    
Total equity                        19,030         21,291         21,971
                                                                  
Non-current provisions              2,904          3,258          1,679
Long-term borrowings and other      8,737          12,667         12,409
financial liabilities
Deferred tax liabilities            680            991            728
Other non-current liabilities       757           1,002         864      
Non-current liabilities             13,078         17,918         15,680
                                                                  
Current provisions                  619            711            586
Short-term borrowings and other     3,529          5,090          3,301
financial liabilities
Trade accounts payable and other    10,416         14,196         13,987
Current tax payables                79            321           205      
                                    14,643         20,318         18,079
Liabilities associated with         -              6              -
assets held for sale
Liabilities associated with assets  2,429         -             -        
of discontinued businesses
Current liabilities                 17,072         20,324         18,079
                                                                  
Total liabilities                   30,150         38,242         33,759
                                                                
TOTAL EQUITY AND LIABILITIES        49,180        59,533        55,730   
                                                                           

Nota: As of January 1, 2013, Vivendi applied, with retrospective effect as
from January1,2012, amended IAS 19, whose application is mandatory in the
European Union beginning on or after January 1, 2013. As a result, the 2012
Financial Statements were adjusted in accordance with the new standard.

                                                                  
APPENDIX VI
VIVENDI
CONSOLIDATED STATEMENT OF CASH FLOWS
(IFRS, audited)
                                                                     
                                                         Full Year   Full Year
(in millions of euros)                                   2013        2012
                                                                 
                                                                     
Operating activities
EBIT                                                     (435    )   805
Adjustments                                              4,911       4,456
Content investments, net                                 (148    )   (145    )
Gross cash provided by operating activities before       4,328       5,116
income tax paid
Other changes in net working capital                     (308    )   69      
Net cash provided by operating activities before         4,020       5,185
income tax paid
Income tax paid, net                                     (197    )   (353    )
Net cash provided by operating activities of             3,823       4,832
continuing operations
Net cash provided by operating activities of             1,417      2,274   
discontinued operations
Net cash provided by operating activities                5,240       7,106
                                                                     
Investing activities
Capital expenditures                                     (2,674  )   (3,999  )
Purchases of consolidated companies, after acquired      (43     )   (1,374  )
cash
Investments in equity affiliates                         (2      )   (322    )
Increase in financial assets                             (106    )   (35     )
Investments                                              (2,825  )   (5,730  )
Proceeds from sales of property, plant, equipment and    50          23
intangible assets
Proceeds from sales of consolidated companies, after     2,748       13
divested cash
Disposal of equity affiliates                            8           11
Decrease in financial assets                             727        180     
Divestitures                                             3,533       227
Dividends received from equity affiliates                3           3
Dividends received from unconsolidated companies         54         1       
Net cash provided by/(used for) investing activities     765         (5,499  )
of continuing operations
Net cash provided by/(used for) investing activities     (1,952  )   (543    )
of discontinued operations
Net cash provided by/(used for) investing activities     (1,187  )   (6,042  )
                                                                     
Financing activities
Net proceeds from issuance of common shares in
connection with Vivendi SA's share-based compensation    195         131
plans
Sales/(purchases) of Vivendi SA's treasury shares        -           (18     )
Dividends paid by Vivendi SA to its shareowners          (1,325  )   (1,245  )
Other transactions with shareowners                      (1,046  )   (1      )
Dividends paid by consolidated companies to their        (37     )   (33     )
non-controlling interests
Transactions with shareowners                            (2,213  )   (1,166  )
Setting up of long-term borrowings and increase in       2,491       5,833
other long-term financial liabilities
Principal payment on long-term borrowings and decrease   (1,923  )   (4,211  )
in other long-term financial liabilities
Principal payment on short-term borrowings               (5,211  )   (2,494  )
Other changes in short-term borrowings and other         31          2,808
financial liabilities
Interest paid, net                                       (528    )   (544    )
Other cash items related to financial activities         (349    )   (96     )
Transactions on borrowings and other financial           (5,489  )   1,296   
liabilities
Net cash provided by/(used for) financing activities     (7,702  )   130
of continuing operations
Net cash provided by/(used for) financing activities     1,284      (557    )
of discontinued operations
Net cash provided by/(used for) financing activities     (6,418  )   (427    )
                                                                     
Foreign currency translation adjustments of continuing   (48     )   (29     )
operations
Foreign currency translation adjustments of              (44     )   (18     )
discontinued operations
Change in cash and cash equivalents                      (2,457  )   590     
Reclassification of discontinued operations' cash and    (396    )   -       
cash equivalents
                                                                 
                                                                     
Cash and cash equivalents
At beginning of the period                               3,894       3,304
At end of the period                                     1,041       3,894
                                                                     

Nota: As from the second quarter of 2013, in compliance with IFRS 5,
Activision Blizzard and Maroc Telecom group have been reported in the
Consolidated Statement of Cash Flows with respect to fiscal years 2013 and
2012 as discontinued operations. On October 11, 2013, Vivendi deconsolidated
Activision Blizzard pursuant to the sale of 88% of its interest in it.

In addition, data published with respect to fiscal year 2012 has been adjusted
following the impacts related to the application of amended IAS 19, whose
application is mandatory in the European Union as of January 1, 2013.


APPENDIX VII
VIVENDI
SELECTED KEY CONSOLIDATED FINANCIAL DATA FOR THE LAST FIVE YEARS
(IFRS, audited)
                                                                
                     Full Year   Full Year   Full Year   Full Year   Full Year
                     2013        2012 (a)    2011        2010        2009
                                                           
                                                                     
Consolidated data
                                                                     
Revenues             22,135      22,577      28,813      28,878      27,132
EBITA                2,433       3,163       5,860       5,726       5,390
Earnings
attributable to      1,967       179         2,681       2,198       830
Vivendi SA
shareowners
Adjusted net         1,540       1,705       2,952       2,698       2,585
income
                                                                     
Financial Net        11,097      13,419      12,027      8,073       9,566
Debt (b)
Total equity         19,030      21,291      22,070      28,173      25,988
of which Vivendi
SA shareowners'      17,457      18,325      19,447      24,058      22,017
equity
                                                                     
Cash flow from
operations, before
capital              4,077       5,189       8,034       8,569       7,799
expenditures, net
(CFFO before capex,
net)
Capital
expenditures, net    (2,624  )   (3,976  )   (3,340  )   (3,357  )   (2,562  )
(capex, net) (c)
Cash flow from
operations (CFFO)    1,453       1,213       4,694       5,212       5,237
(d)
Financial            (151    )   (1,731  )   (636    )   (1,397  )   (3,050  )
investments
Financial            3,483       204         4,701       1,982       97
divestments
                                                                     
Dividends paid
with respect to      1,325       1,245       1,731       1,721       1,639
previous fiscal
year
                                                           
                                                                     
Per share data
                                                                     
Weighted average
number of shares     1,330.6    1,298.9    1,281.4    1,273.8    1,244.7 
outstanding (f)
Adjusted net
income per share     1.16       1.31       2.30       2.12       2.08    
(f)
                                                                     
Number of shares
outstanding at the
end of the period    1,339.6    1,322.5    1,287.4    1,278.7    1,270.3 
(excluding treasury
shares) (f)
Equity per share,
attributable to      13.03      13.86      15.11      18.81      17.33   
Vivendi SA
shareowners (f)
                                                                     
Dividends per share
paid with respect to 1.00       1.00       1.40       1.40       1.40    
previous fiscal year
                                                                             

In millions of euros, number of shares in millions, per share amounts in
euros.

a. As from the second quarter of 2013, in compliance with IFRS 5, as a result
of the plans to sell Activision Blizzard and Maroc Telecom group, Activision
Blizzard and Maroc Telecom group have been reported in the 2013 and 2012
Consolidated Statement of Earnings and Statement of Cash Flows as discontinued
operations. On October 11, 2013, Vivendi deconsolidated Activision Blizzard
pursuant to the sale of 88% of its interest in it. In addition, the
contribution of Maroc Telecom group to each line of Vivendi’s Consolidated
Statement of Financial Position as of December 31, 2013 has been grouped under
the lines “Assets of discontinued businesses” and “Liabilities associated with
assets of discontinued businesses”.

Moreover, data published with respect to fiscal year 2012 has been adjusted
following the application of amended IAS 19. These adjustments are presented
in Appendix 1 to the Financial Report and in Note 33 to the Consolidated
Financial Statements for the year ended December 31, 2013.

Data presented with respect to fiscal years from 2009 to 2011 corresponds to
historical data and has not been adjusted.

b. Vivendi considers Financial Net Debt, a non-GAAP measure, to be a relevant
indicator in measuring Vivendi’s indebtedness. 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.

c. Relates to cash used for capital expenditures, net of proceeds from sales
of property, plant and equipment, and intangible assets.

d. 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.

e. The dividend distribution with respect to fiscal year 2008 totaled €1,639
million, of which €904 million was paid in shares (with no impact on cash) and
€735 million was paid in cash.

f. 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 shareowner on May 9, 2012 of one bonus share for each 30 shares
held, in accordance with IAS 33 (Earnings Per Share).

Contact:

Vivendi
Media
Paris
Jean-Louis Erneux, +33 (0) 1 71 71 15 84
Solange Maulini, +33 (0) 1 71 71 11 73
or
New York
Jim  Fingeroth (Kekst), +1 212 521 4819
or
London
Tim Burt, +44 (0)20 7240 2486
or
Investor Relations
Paris
Jean-Michel Bonamy, +33 (0) 1 71 71 12 04
France Bentin, +33 (0) 1 71 71 30 45
or
New York
Eileen McLaughlin, +1 212 572 8961
 
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