Vivendi: First Half Year 2014 Earnings in Line with Expectations

  Vivendi: First Half Year 2014 Earnings in Line with Expectations

  *Exclusive negotiations with Telefonica to acquire GVT

Business Wire

PARIS -- August 28, 2014

Regulatory News:

Note: This press release contains unaudited consolidated earnings established
under IFRS, which were approved by Vivendi’s Management Board on August 25,
2014.

Vivendi (Paris:VIV) reports half-year 2014 earnings in line with expectations.
Solid performances from Universal Music Group (UMG) and GVT resulted in a
slight organic increase in the Group’s EBITA. Canal+ Group’s results benefited
from its activities outside of France.

Key Figures                                      Change     Change at constant
First Half 2014^1                               Year-on-  perimeter and
                                                 year       currency
                                                           year-on-year

                                     €5,546 M  -3.5%     + 1.3%
  *Revenues
                                                         
  *EBIT                              €436 M     -7.1%      
  *Earnings attributable to          €1,913 M   + 84.8%    
    Vivendi shareowners
                                                         
                                      
  *EBITA                                        - 8.8%     + 1.2%
                                      €626 M
  *Adjusted net income               €355 M     - 1.1%     
                                                         
  *Cash Flow From Operations CFFO    €176 M     + 57.0%    
  *Financial net debt
                                     €7.9 bn versus €17.4 bn at end June 2013


The closing of the SFR^2 sale is expected to occur in the coming months,
subject to certain closing conditions, including receiving the approval of the
relevant authorities. At closing, Vivendi should receive €12.9 billion in cash
(after estimated price adjustments) and a 20% stake in the new SFR/Numericable
entity.

 Offers to acquire GVT: the Supervisory Board decided to enter into exclusive
                         negotiations with Telefonica

Vivendi received binding offers from Telefonica (on August 4 and 28) and
Telecom Italia (on August 28) to acquire GVT

The Telecom Italia offer represents a total enterprise value of €7 billion. It
includes a part in cash (€1.7 billion), a part in Telecom Italia shares (16%
of share capital and 21.7% of voting rights) and a part in TIM Brasil shares
(15%). The offer expires on September 20, 2014. The GVT acquisition would be
submitted to Telecom Italia’s Shareholders Meeting and Telecom Italia would
have an exit clause in case of a loss of significant loss value for GVT.

The Telefonica offer of August 28 represents a total enterprise value of
€7.450 billion. It includes a part in cash (€4.663 billion) as well as a part
in Telefonica Brasil shares (12%) of which about one third can be exchanged at
Vivendi’s discretion for 5.7% of the share capital and 8.3% of the voting
rights in Telecom Italia. This offer expires on August 29, 2014.

In the light of the Group's strategy and in the best interests of its
shareholders, the Supervisory Board decided to enter into exclusive
negotiations with Telefonica while emphasizing the relevance and quality of
the Telecom Italia offer.

The divestment from GVT would allow selling the last telecom company
wholly-owned by Vivendi after the disposals of Maroc Telecom and SFR.

Telefonica’s offer is considered particularly attractive, generating a capital
gain of more than €3 billion.
The other conditions of the offer, limiting to a strict minimum the risk of
executing the operation as well as Vivendi’s commitments after the sale, are
totally in line with Vivendi’s objectives.

The agreement between Telefonica and Vivendi would allow the development of
joint projects in content and media. In addition, if it so wish, Vivendi could
become a shareholder in Telecom Italia by exchanging its Brazilian shares for
Italian ones.

The Telefonica offer best meets the Group’s strategic and financial
objectives. Vivendi begins a new phase in its development to become an
integrated industrial group focused on media and content. Its objective is to
pursue its development through the organic growth of its subsidiaries and a
close collaboration between them, which do not preclude the group from taking
minority positions in allied companies to distribute content.

The Management Board will submit the Telefonica offer to the relevant employee
representatives.

             Comments on Key Financial Consolidated Indicators^1

Revenues were €5,546million, compared to €5,745million for the first half of
2013 (-3.5%, or +1.3% at constant currency and perimeter^3). Revenues were
impacted in the amount of €259 million as a result of the appreciation of the
euro mainly against the U.S. dollar, Brazilian real and Japanese yen.

EBIT was €436million, compared to €469million for the first half of 2013, a
7.1% decrease.

Earnings attributable to Vivendi SA shareowners amounted to €1,913million (or
€1.42per share), compared to €1,035million (or €0.78per share) for the
first half of 2013, a 84.8% increase. It took into account the Earnings from
discontinued operations  (before non-controlling interests) that amounted to
€1,929million, compared to €1,180million for the first half of 2013 and
included:

  *with respect to Maroc Telecom group, the capital gain on its divestiture
    on May
    14, 2014 (€786million, before taxes) as well as its earnings until its
    effective divestiture date (€406million, before non-controlling
    interests);
  *with respect to SFR^2, earnings amounted to €500million for the first
    half of 2014, compared to €330million for the first half of 2013. These
    earnings reflect the discontinuation of the amortization of tangible and
    intangible assets since April 1, 2014 (+€409million impact for the
    period) as well as the costs related to the expected sale;
  *with respect to Activision Blizzard, the capital gain on the divestiture
    of 41.5million shares on
    May 22, 2014 (€84million), the gain in value of the 41.5million shares
    still owned by Vivendi as of June 30, 2014 (€140million), and the
    dividend received by Vivendi (€12million).

Excluding the impact of discontinued operations and non-cash expense recorded
under IFRS, which amounted to €190 million, EBITA^4 was €626million, compared
to €686million for the first half of 2013 (-8.8%). At constant currency and
perimeter^3, the EBITA was up €8 million (+1.2%), primarily reflecting the
good performances of Universal Music Group (+€48million) and GVT
(+€6million), offset by a decrease at Canal+ Group (-€12million).

EBITA also included restructuring costs for €65million for the first half of
2014 (compared to €55million for the same period in 2013).

In Germany, Vivendi is carrying out a transformation plan of Watchever in
order to reduce costs while exploring new content and platform monetization
models. In this respect, an exceptional provision of €48 million has been
recorded as of June 30, 2014.

Interest was an expense of €53million, compared to €156million for the first
half of 2013 (-66.0%), primarily due to the early redemption of bonds in the
fourth quarter of 2013.

Income taxes reported to adjusted net income was a net charge of €177million,
compared to a net charge of €113million for the first half of 2013, a
€64million increase (+57.5%). The effective tax rate reported to adjusted net
income was at 30.9%, compared to 20.4% for the same period in 2013. The income
tax charge for the first half of 2013 notably reflected the favorable impact
of certain non-recurring items (+€56million). Excluding this impact, the
effective tax rate reported to adjusted net income for the first half of 2013
would have been at 30.5%.

Adjusted net income attributable to non-controlling interests amounted to
€41million, compared to €76million for the first half of 2013, a €35million
decrease resulting from the acquisition of the non-controlling interest in
Canal+ Group.

Adjusted net income^5  was €355million (or €0.26pershare), stable compared
to the same period in 2013 (€359million or €0.27pershare).

Financial net debt under IFRS was €7.9 billion as of June 30, 2014, compared
to €17.4 billion as of June 30, 2013. Vivendi would have positive net cash of
approximately €4 billion taking into account the completion of the sale of
SFR^2 for €12.9 billion (including estimated price adjustment for €0.4 billion
and the financing contribution for the acquisition of Virgin Mobile for €0.2
billion), and the cash collateralization in July 2014 of the letter of credit
relating to the Liberty Media lawsuit for €975 million.

                       Comments on Business Highlights

                                 Canal+ Group

Canal+ Group’s revenues amounted to €2,667 million, a 0.7% increase at
constant currency and perimeter (+2.6% at actual figures) compared to the
first half of 2013. At the end of June 2014, Canal+ Group had a total of 15.1
million subscriptions, up 940,000 year-on-year, due to strong performances in
Africa and Vietnam due in particular to the 2014 FIFA World Cup, as well as
the growth of Canalplay, its video on demand offer in mainland France.
Subscribers outside of mainland France now represent more than 40% of the
group’s portfolio following a significant increase over the last twelve
months.

Revenues from pay-TV operations in mainland France declined as a result of the
VAT increase from 7% to 10% on January 1, 2014. Outside of France, revenues
rose sharply due to the expanding subscriber base. Advertising revenues grew
thanks to an increase in the audience of D8, which is one of the leaders of
the DTT channels. Studiocanal’s revenues increased significantly, notably due
to the success of the movies Non-Stop and RoboCop, as well as to the
integration of the British production company Red.

Canal+ Group EBITA was €420 million, compared to €430 million in the first
half of 2013. This change was mainly due to the impact of the VAT increase in
France, partially offset by the good results in other countries.

In October, Canal+ Group will launch A+, a new 100% African channel that will
expand the Canalsat offer on the African continent. With content reflecting
the region’s local identity and specificities, and with a view towards the
future of Africa, A+ aims to become the reference channel for Francophone
Africa.

                            Universal Music Group

Universal Music Group’s (UMG) revenues were €2,003 million, down 6.0% at
constant currency (-10.4% at actual currency) compared to the first half of
2013. Excluding the impact of Parlophone Label Group (divested in 2013 as part
of the EMI Recorded Music acquisition remedies) and at constant currency,
UMG’s revenues were down 3.2% compared to the first half of 2013 due to the
accelerated transformation of the recorded music industry and the phasing of
key releases.

Recorded music digital sales grew 3% at constant currency and perimeter, as
significant growth in subscription and streaming revenues more than offset the
decline in digital download sales. However, this increase in digital sales did
not fully offset the continued industry declines in physical sales.

Recorded music best sellers this half year included sales from the Disney
’Frozen’ soundtrack followed by carryover sales from Lorde, Katy Perry and
Avicii. Top sellers in the first half of 2013 included Rihanna, Imagine
Dragons, the Les Misérables movie soundtrack and Justin Bieber. In addition,
“Racine Carrée" by Stromaeis the highest selling francophone album in over a
decade, with global sales of over 2.5 million album.

UMG’s EBITA was €153 million, up 14.5% at constant currency (+7.0% at actual
currency) compared to the first half of 2013 and up 41.9% excluding last
year’s contribution from the divested Parlophone Label Group’s. The favorable
performance reflected the overhead savings and lower restructuring costs,
partially offset by lower revenues.

On August 1^st, UMG completed the sale of its approximate 13% ownership
interest in Beats to Apple for proceeds of $409 million.

                                     GVT

GVT’s revenues were €839 million (BRL 2.7 billion), a 12.8% increase at
constant currency (-5.1% at actual currency) compared to the first half of
2013. This performance was driven by continued growth of the core segment
(retail and SME), which increased 14.2% at constant currency, including a
61.2% increase in GVT’s pay-TV service revenues year-on-year. This service,
which represents 13.2% of GVT’s total revenues, had 772,438 subscribers as of
June 30, 2014, reflecting a 52% growth compared to the same period last year.

GVT pursued its expansion in Brazil in a controlled and targeted manner. It
launched its services in three additional cities in the first half of 2014 and
now operates in 153 cities, versus 146 as of June 30, 2013.

During the first half of 2014, GVT expanded its Fiber to the Home (FTTH)
network in key areas of the city of Rio de Janeiro. The fiber optic network
based on GPON (Gigabit Passive Optical Network) already operated in key areas
of Sao Paulo and Curitiba.

GVT launched “Freedom”, its new innovative service that makes a fixed line
available on internet-connected smartphones and tablets. Using this
application, which is available on iOS and Android, its customers are able to
make and receive calls from their fixed number via their mobile devices using
their contractual monthly service fee for fixed telephony service.

GVT’s EBITDA was €329 million (BRL1 billion), a 10.5% increase at constant
currency (-7.0% at actual currency) compared to the first half of 2013. Its
EBITDA margin reached 39.2% (40.9% for its telecom activities only), which is
the highest margin in the Brazilian telecom operator market.

GVT’s EBITA was €170 million (BRL539 million), a 3.3% increase at constant
currency (-13.2% at actual currency) compared to the first half of 2013, due
to an increase in amortization expenses.

Recently and for the sixth time, GVT was named one of the Best Companies to
Work For by the Great Place to Work Institute. In addition, for the fifth
consecutive year the company was awarded the prize for the company with the
best customer relationships in the fixed telephony and broadband sector.

                                    SFR^2

SFR’s revenues amounted to €4,909 million, a 4.7% decrease on a comparable
basis (-3.9%^6 at actual perimeter) compared to the first half of 2013. The
decline in revenues has decelerated: on a comparable basis, the decrease was
-3.5% during the second quarter of 2014, versus -5.8% during the first
quarter.

At the end of June 2014, SFR’s total mobile customer base increased by 2.0%^7
compared to the end of June 2013, and reached 21.379 million. The total
postpaid mobile customer base reached 18.202 million, or 85.1% of the total
mobile customer base. The broadband Internet residential customer base
increased by 42,500 in the first half of 2014, to 5.299 million.

Retail^8 revenues amounted to €3,215 million, down 7.3% compared to the first
half of 2013.

Within the Mobile Retail market^8, the postpaid customer base decreased
slightly by 17,000 in the first half of 2014 compared to December 31, 2013. As
of June 30, 2014, the postpaid mobile retail customer base reached 11.364
million, a 2.2%^7,8 increase compared to the end of June 2013. SFR’s total
mobile retail customer base (postpaid and prepaid) reached 14.304 million.

Within the Fixed Retail market^8, the broadband Internet residential customer
base in mainland France reached 5.248 million at the end of June 2014, with
39,000 net additions compared to December 31, 2013. Within the broadband
Internet customer base^8, the Fiber-to-the-home (FTTH) customer base reached
238,000. The “Multi-Packs de SFR” offer increased by 400,000 customers
compared to the end of June 2013 and had 2.534 million subscribers,
representing 48.3% of the broadband Internet customer base.

In a challenging macro-economic environment, B2B^9 revenues amounted to €884
million, down 6.5% on a comparable basis (-2.2%^6 at actual perimeter)
compared to the first half of 2013.

The acquisition of Telindus was completed in the second quarter of 2014. SFR
will expand its presence in 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 others^10 revenues increased by 9.8% year-on-year, at €810
million, mainly due to growth in the Wholesale business.

Excluding non-recurring items^11, SFR’s EBITDA amounted to €1,302 million, an
11.4% decrease compared to the end of June 2013. Including non-recurring
items, SFR’s EBITDA amounted to €1,190 million.

The proposed acquisition of SFR by Numericable is expected to close within the
next months subject to certain closing conditions, including receiving the
approval of the relevant authorities.

On June 27, 2014, Numericable entered into definitive agreement to acquire
Omer Telecom Limited (the holding company that operates in France under the
Virgin Mobile brand) for a €325 million enterprise value. Vivendi has
committed to providing financing of up to €200 million for this transaction,
which is subject to approval by the relevant regulatory authorities.

For additional information, please refer to the “Financial Report and
Unaudited Condensed Financial Statements for the half year ended June 30,
2014”, which will be released later online on Vivendi’s website
(www.vivendi.com).

About Vivendi
Vivendi groups together leaders in content and media. 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 and TV series
sales. Universal Music Group is the world leader in music. GVT operates fixed
very high-speed broadband, fixed-line telephony and pay-TV services in Brazil.
In addition, Vivendi owns SFR, a 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 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.

ANALYST CONFERENCE CALL (in English, with French translation)

Speakers
Arnaud de Puyfontaine, Chairman of the Management Board and Chief Executive
Officer
Hervé Philippe, Member of the Management Board and Chief Financial Officer

Date: Thursday, August 28
6:00 pm Paris time – 5:00 pm London time – 12:00 am New York time

Media invited on a listen-only basis.

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

Numbers to dial:
United Kingdom: +44 (0) 203 427 1909 – code: 680 69 58
United States of America: +1646 254 3366 – code: 680 69 58
France: +33 (0) 176 77 22 25 – code: 251 75 73

Numbers for replay:
United Kingdom: +44 (0) 203 427 0598 – code:680 69 58
United States of America: +1347 366 9565 – code:680 69 58
France: +33 (0) 174 20 28 00 – code:251 75 73

On our website www.vivendi.com will be available dial-in numbers 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, unaudited)

2nd        2nd        %                            1st Half   1st       %
Quarter   Quarter   Change                     2014      Half     Change
2014       2013                                               2013
                                                            
                                                                        
2,824      2,919      - 3.3%    Revenues           5,546      5,745     - 3.5%
(1,597)    (1,633)              Cost of revenues   (3,233)    (3,272)
1,227      1,286      - 4.6%    Margin from        2,313      2,473     - 6.5%
                                operations
                                                                        
                                Selling, general
                                and
                                administrative
                                expenses
(806)      (883)                excluding          (1,634)    (1,727)
                                amortization of
                                intangible
                                assets acquired
                                through business
                                combinations
                                                                        
                                Restructuring
                                charges and
(63)       (18)                 other operating    (53)       (60)
                                charges and
                                income
                                                           
358        385        - 6.9%    EBITA (*)          626        686       - 8.8%
                                                                        
                                Income from
4          1                    equity             (2)        (7)
                                affiliates
                                                                        
(34)       (76)                 Interest           (53)       (156)
                                                                        
2          11                   Income from        2          25
                                investments
                                                           
                                Adjusted
                                earnings from
330        321        + 3.2%    continuing         573        548       + 4.7%
                                operations
                                before provision
                                for income taxes
                                                                        
(114)      (56)                 Provision for      (177)      (113)
                                income taxes
                                                           
                                Adjusted net
216        265        - 18.4%   income before      396        435       - 9.0%
                                non-controlling
                                interests
                                                                        
(22)       (40)                 Non-controlling    (41)       (76)
                                interests
                                                           
194        225        - 13.7%   Adjusted net       355        359       - 1.1%
                                income (*)
                                                            
                                                                        
                                Adjusted net
0.14       0.17       - 15.0%   income per share   0.26       0.27      - 2.5%
                                - basic
                                                                        
                                Adjusted net
0.14       0.17       - 15.2%   income per share   0.26       0.27      - 2.7%
                                - diluted

In millions of euros, per share amounts in euros.

Nota:

In compliance with IFRS 5, SFR (as from the first quarter of 2014) as well as
Maroc Telecom group and Activision Blizzard (as from the second quarter of
2013) have been reported in Vivendi’s Consolidated Financial Statements as
discontinued operations and Vivendi deconsolidated Maroc Telecom group and
Activision Blizzard respectively as from May 14, 2014 and October 11, 2013.

In practice, income and charges from these three 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.

The adjustments of data as published in the 2013 Annual Report are presented
in Appendix 2 to the Financial Report and in Note 18 to the Condensed
Financial Statements for the half year ended June 30, 2014.

(*) 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 V.

For any additional information, please refer to “2014 Half Year Financial
Report”, which will be released online later on Vivendi’s website
(www.vivendi.com).

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

2nd        2nd        %                            1st Half   1st       %
Quarter   Quarter   Change                     2014      Half     Change
2014       2013                                               2013
                                                            
                                                                        
2,824      2,919      - 3.3%    Revenues           5,546      5,745     - 3.5%
(1,597)    (1,633)              Cost of revenues   (3,233)    (3,272)
1,227      1,286      - 4.6%    Margin from        2,313      2,473     - 6.5%
                                operations
                                                                        
                                Selling, general
                                and
                                administrative
                                expenses
(806)      (883)                excluding          (1,634)    (1,727)
                                amortization of
                                intangible
                                assets acquired
                                through business
                                combinations
                                                                        
                                Restructuring
                                charges and
(63)       (18)                 other operating    (53)       (60)
                                charges and
                                income
                                                                        
                                Amortization of
                                intangible
(89)       (109)                assets acquired    (178)      (202)
                                through business
                                combinations
                                                                        
                                Impairment
                                losses on
-          15                   intangible         -          (5)
                                assets acquired
                                through business
                                combinations
                                                                        
3          28                   Other income       3          28
                                                                        
(12)       (11)                 Other charges      (15)       (38)
                                                           
260        308        - 15.6%   EBIT               436        469       - 7.1%
                                                                        
                                Income from
4          1                    equity             (2)        (7)
                                affiliates
                                                                        
(34)       (76)                 Interest           (53)       (156)
                                                                        
2          11                   Income from        2          25
                                investments
                                                                        
46         3                    Other financial    86         44
                                income
                                                                        
(24)       (128)                Other financial    (42)       (151)
                                charges
                                                           
                                Earnings from
                                continuing                              +
254        119        x 2,1     operations         427        224       90.3%
                                before provision
                                for income taxes
                                                                        
(88)       117                  Provision for      (189)      127
                                income taxes
                                                           
                                Earnings from                           -
166        236        - 29.8%   continuing         238        351       32.3%
                                operations
                                                                        
                                Earnings from
1,413      496                  discontinued       1,929      1,180
                                operations
                                                           
1,579      732        x 2,2     Earnings           2,167      1,531     +
                                                                        41.6%
                                                                        
(97)       (231)                Non-controlling    (254)      (496)
                                interests
                                                           
                                Earnings
1,482      501        x 3,0     attributable to    1,913      1,035     +
                                Vivendi SA                              84.8%
                                shareowners
                                                                        
                                                            
                                                                        
                                Earnings
                                attributable to                         +
1.10       0.38       x 2,9     Vivendi SA         1.42       0.78      82.2%
                                shareowners per
                                share - basic
                                                                        
                                Earnings
                                attributable to                         +
1.10       0.38       x 2,9     Vivendi SA         1.42       0.78      82.2%
                                shareowners per
                                share - diluted

In millions of euros, per share amounts in euros.

Nota:

In compliance with IFRS 5, SFR (as from the first quarter of 2014) as well as
Maroc Telecom group and Activision Blizzard (as from the second quarter of
2013) have been reported in Vivendi’s Consolidated Financial Statements as
discontinued operations and Vivendi deconsolidated Maroc Telecom group and
Activision Blizzard respectively as from May 14, 2014 and October 11, 2013.

In practice, income and charges from these three 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.

The adjustments of data as published in the 2013 Annual Report are presented
in Appendix 2 to the Financial Report and in Note 18 to the Condensed
Financial Statements for the half year ended June 30, 2014.

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

                  2nd       2nd                 % Change   % Change at
(in millions of  Quarter  Quarter  %        at        constant rate and
euros)            2014      2013      Change    constant   perimeter (a)
                                                rate
                                                     
Revenues
Canal+ Group      1,350     1,314     +2.8%     +2.9%      +0.2%
Universal Music   1,019     1,145     -11.0%    -6.7%      -4.3%
Group
GVT               434       446       -2.6%     +13.1%     +13.1%
Others            26        17
Elimination of
intersegment      (5)       (3)
transactions
                                                       
Total Vivendi     2,824     2,919     -3.3%     +0.9%      +0.6%
                                                 

EBITA
Canal+ Group      245       247       -0.7%     -0.8%      -0.9%
Universal Music   97        88        +10.1%    +15.6%     +28.0%
Group
GVT               87        97        -9.9%     +4.8%      +4.8%
Others            (66)      (22)
Holding &         (5)       (25)
Corporate
                                                       
Total Vivendi     358       385       -6.9%     -2.1%      +0.1%

                                                  % Change   % Change at
(in millions of  1st Half  1st Half  %        at        constant rate and
euros)            2014       2013       Change    constant   perimeter (a)
                                                  rate
                                                       
Revenues
Canal+ Group      2,667      2,600      +2.6%     +2.7%      +0.7%
Universal Music   2,003      2,236      -10.4%    -6.0%      -3.2%
Group
GVT               839        884        -5.1%     +12.8%     +12.8%
Others            47         33
Elimination of
intersegment      (10)       (8)
transactions
                                                         
Total Vivendi     5,546      5,745      -3.5%     +1.0%      +1.3%
                                                   

EBITA
Canal+ Group      420        430        -2.4%     -2.5%      -2.8%
Universal Music   153        143        +7.0%     +14.5%     +41.9%
Group
GVT               170        196        -13.2%    +3.3%      +3.3%
Others            (86)       (36)
Holding &         (31)       (47)
Corporate
                                                         
Total Vivendi     626        686        -8.8%     -2.6%      +1.2%

a. The constant perimeter allows to restate the following changes in the scope
of consolidation:

  *at Canal+ Group: it excludes the impacts in 2014 of the acquisitions of
    Red Production Company (on December 5, 2013) and of Mediaserv (on February
    13, 2014); and
  *at UMG: it excludes the impacts of operating the Parlophone Label Group
    repertoire in 2013.

APPENDIX IV
VIVENDI
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(IFRS, unaudited)

(in millions of euros)                      June 30, 2014  December 31, 2013
                                                         
                                                             
ASSETS
Goodwill                                     10,640          17,147
Non-current content assets                   2,499           2,623
Other intangible assets                      391             4,306
Property, plant and equipment                3,350           7,541
Investments in equity affiliates             300             446
Non-current financial assets                 713             654
Deferred tax assets                          652             733
Non-current assets                           18,545          33,450
                                                             
Inventories                                  107             330
Current tax receivables                      560             627
Current content assets                       888             1,149
Trade accounts receivable and other          2,313           4,898
Current financial assets                     22              45
Cash and cash equivalents                    1,393           1,041
                                             5,283           8,090
Assets held for sale                         679             1,078
Assets of discontinued businesses            18,749          6,562
Current assets                               24,711          15,730
                                                            
TOTAL ASSETS                                 43,256          49,180
                                                             
EQUITY AND LIABILITIES
Share capital                                7,413           7,368
Additional paid-in capital                   5,127           8,381
Treasury shares                              (5)             (1)
Retained earnings and other                  5,970           1,709
Vivendi SA shareowners' equity               18,505          17,457
Non-controlling interests                    391             1,573
Total equity                                 18,896          19,030
                                                             
Non-current provisions                       2,755           2,904
Long-term borrowings and other financial     7,295           8,737
liabilities
Deferred tax liabilities                     693             680
Other non-current liabilities                138             757
Non-current liabilities                      10,881          13,078
                                                             
Current provisions                           326             619
Short-term borrowings and other financial    2,154           3,529
liabilities
Trade accounts payable and other             4,968           10,416
Current tax payables                         272             79
                                             7,720           14,643
Liabilities associated with assets held      -               -
for sale
Liabilities associated with assets of        5,759           2,429
discontinued businesses
Current liabilities                          13,479          17,072
                                                             
Total liabilities                            24,360          30,150
                                                            
TOTAL EQUITY AND LIABILITIES                 43,256          49,180

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

EBITA (adjusted earnings before interest and income taxes) and adjusted net
income, non-GAAP measures, should be considered in addition to, and not as a
substitute for, other GAAP measures of operating and financial performance and
Vivendi considers that they are relevant indicators to assess the group’s
operating and financial performance. Vivendi Management uses EBITA and
adjusted net income for reporting, management and planning purposes because
they better illustrate the underlying performance of continuing operations by
excluding most non-recurring and non-operating items.

2nd Quarter  2nd Quarter   (in millions of euros)      1st Half  1st Half
2014          2013                                         2014       2013
                                                             
                                                                      
260           308             EBIT (*)                     436        469
                              Adjustments
                              Amortization of intangible
89            109             assets acquired through      178        202
                              business combinations (*)
                              Impairment losses on
-             (15)            intangible assets acquired   -          5
                              through business
                              combinations (*)
(3)           (28)            Other income (*)             (3)        (28)
12            11              Other charges (*)            15         38
358           385             EBITA                        626        686

2nd Quarter   2nd                                          1st Half   1st Half
2014         Quarter   (in millions of euros)          2014      2013
              2013
                                                             
                                                                      
1,482         501         Earnings attributable to         1,913      1,035
                          Vivendi SA shareowners (*)
                          Adjustments
                          Amortization of intangible
89            109         assets acquired through          178        202
                          business combinations (*)
                          Impairment losses on
-             (15)        intangible assets acquired       -          5
                          through business combinations
                          (*)
(3)           (28)        Other income (*)                 (3)        (28)
12            11          Other charges (*)                15         38
(46)          (3)         Other financial income (*)       (86)       (44)
24            128         Other financial charges (*)      42         151
(1,413)       (496)       Earnings from discontinued       (1,929)    (1,180)
                          operations (*)
                          of which capital gain on the
(786)         -           divestiture of Maroc Telecom     (786)      -
                          group
(224)         -           of which capital gain on         (224)      -
                          Activision Blizzard shares
                          Change in deferred tax asset
                          related to Vivendi SA's French
(14)          (52)        Tax Group and to the             35         (104)
                          Consolidated Global Profit Tax
                          Systems
3             (50)        Non-recurring items related to   10         (43)
                          provision for income taxes
(15)          (71)        Provision for income taxes on    (33)       (93)
                          adjustments
75            191         Non-controlling interests on     213        420
                          adjustments
194           225         Adjusted net income              355        359

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

APPENDIX VI
VIVENDI
ADJUSTMENTS TO COMPARATIVE INFORMATION WITH RESPECT TO FISCAL YEAR 2013:
CONSOLIDATED STATEMENT OF EARNINGS AND ADJUSTED STATEMENT OF EARNINGS
(IFRS, unaudited)

In compliance with IFRS 5, SFR (as from the first quarter of 2014) as well as
Maroc Telecom group and Activision Blizzard (as from the second quarter of
2013) have been reported in Vivendi’s Consolidated Financial Statements as
discontinued operations and Vivendi deconsolidated Maroc Telecom group and
Activision Blizzard respectively as from May 14, 2014 and October 11, 2013.

In practice, income and charges from these three 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.

As a result of IFRS 5 for SFR as from the first quarter of 2014, the
Consolidated Statement of Earnings and the Adjusted Statement of Earnings with
respect to the fiscal year 2013 have been adjusted as presented below:

CONSOLIDATED STATEMENT OF EARNINGS      ADJUSTED STATEMENT OF EARNINGS
                            Year ended   Year ended
                            December     December   
                            31, 2013     31, 2013
                                        
                                                      
Revenues                    11,962       11,962       Revenues
Cost of revenues            (6,878)      (6,878)      Cost of revenues
Margin from operations      5,084        5,084        Margin from operations
Selling, general and                                  Selling, general and
administrative expenses                               administrative expenses
excluding amortization of   (3,543)      (3,543)      excluding amortization
intangible assets acquired                            of intangible assets
through business                                      acquired through
combinations                                          business combinations
Restructuring charges and                             Restructuring charges
other operating charges and (181)        (181)        and other operating
income                                                charges and income
Amortization of intangible
assets acquired through     (396)
business combinations
Impairment losses on
intangible assets acquired  (6)
through business
combinations
Other income                88
Other charges               (54)         
EBIT                        992          1,360        EBITA
Income from equity          (21)         (21)         Income from equity
affiliates                                            affiliates
Interest                    (300)        (300)        Interest
Income from investments     66           66           Income from investments
Other financial income      51
Other financial charges     (538)        
Earnings from continuing                              Adjusted earnings from
operations before provision 250          1,105        continuing operations
for income taxes                                      before provision for
                                                      income taxes
Provision for income        (15)         (266)        Provision for income
taxes                                                 taxes
Earnings from continuing    235
operations
Earnings from discontinued  2,544        
operations
                                                      Adjusted net income
Earnings                    2,779        839          before non-controlling
                                                      interests
Of which                                              Of which
Earnings attributable to    1,967        728          Adjusted net income
Vivendi SA shareowners
Non-controlling             812          111          Non-controlling
interests                                             interests
                                                      
Earnings attributable to                              Adjusted net income per
Vivendi SA shareowners per  1.48         0.55         share - basic (in euros)
share - basic (in euros)
Earnings attributable to                              Adjusted net income per
Vivendi SA shareowners per  1.47         0.55         share - diluted (in
share - diluted (in euros)                            euros)

^1 As a reminder, in compliance with IFRS 5, SFR (as from the first quarter of
2014) as well as Maroc Telecom group and Activision Blizzard (as from the
second quarter of 2013) have been reported in Vivendi’s Consolidated Financial
Statements as discontinued operations. In addition, Vivendi deconsolidated
Maroc Telecom group and Activision Blizzard respectively as from May 14, 2014
and October 11, 2013, i.e. the date of their effective sale by Vivendi.
Therefore neither SFR, nor Maroc Telecom group, nor Activision Blizzard were
included in revenues, EBIT, EBITA, CFFO and adjusted net income. Their
respective contributions to earnings attributable to Vivendi SA shareowners as
well as capital gains were recorded under the line “Earnings from discontinued
operations”.

^2 SFR is a discontinued operation. The completion of the SFR sale, which is
subject to certain closing conditions, including receiving the approval of the
relevant authorities, is expected to occur within the next months.

^3 Constant perimeter reflects the following changes in the scope of
consolidation:- at Canal+ Group: it excludes the impacts in 2014 of the
acquisitions of Red Production Company (December 5, 2013) and of Mediaserv
(February 13, 2014); and- at UMG: it excludes the 2013 impacts of operating
the Parlophone Label Group repertoire.

^4 For more information about EBITA, see Appendix V.

^5 For the reconciliation of earnings attributable to Vivendi SA shareowners
to adjusted net income, see Appendix V.

^6 Including Telindus revenues from May 1, 2014. On a 2013 comparable basis,
SFR’s revenues exclude Telindus revenues.

^7 First Half 2013 portfolio excludes 92k inactive lines which were cancelled
in Q4 2013.

^8 Metropolitan market, all brands combined.

^9 Metropolitan market, SFR Business Team and Telindus brands.

^10 Mainly Wholesale revenues, SRR (SFR’s subsidiary in La Réunion) revenues
and elimination of intersegment operations.

^11 An expense of €112 million was recorded in the second quarter of 2014 as a
result of recent developments in legal disputes. These developments pertain in
particular to certain litigation described in the 2013 financial statements.

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 (StockWell)
+44 (0)20 7240 2486
or
Investor Relations
Paris
Jean-Michel Bonamy
+33 (0) 1 71 71 12 04
Aurélia Cheval
+33 (0) 1 71 71 12 33
or
New York
Eileen McLaughlin
+1 212.572.8961
 
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