Vivendi 2012 Earnings

Tue Feb 26, 2013 3:32am EST

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* Revenues: €28.994 billion, up 0.6% (-0.7% at constant currency) compared to
2011. 
* EBITA1: €5.283 billion, down 9.8% (-10.7% at constant currency) compared to
2011. Activision Blizzard (+€138 million), GVT (+€92 million) and Universal
Music Group (+€18 million) record excellent performances, in particular during
the fourth quarter. 
* Adjusted Net Income2: €2.550 billion, down 13.6% compared to 2011 mainly due
to SFR`s lower EBITA. 
* Adjusted Net Income before impact of non-recurring items3: €2.86 billion
compared to an outlook of around €2.7 billion. 
* Earnings attributable to Vivendi SA shareowners: €164 million. These earnings
are affected by non-recurring items having a negative impact: the reserve
accrual regarding Liberty Media Corporation, -€945 million, and the impairment
of Canal+ France, -€665 million. 
* Net debt: €13.4 billion, i.e. below the €14 billion tag announced. 
* Proposal to distribute a cash dividend of €1 per share.

PARIS--(Business Wire)--
Regulatory News: 

Vivendi (Paris:VIV) : 

Note: This press release contains audited consolidated earnings established
under IFRS, which were approved by Vivendi`s Management Board on February 18,
2013, after having received the recommendation of the Audit Committee on
February 15, 2013, and reviewed by the Supervisory Board on February 22, 2013.
They will be submitted for approval at the Annual General Shareholders` meeting
to be held on April 30, 2013.

Commenting the 2012 annual results, Jean-François Dubos, Chairman of the
Management Board, said: 

"Despite a challenging economic environment, all Vivendi subsidiaries reached
their outlook in 2012. Faced with new market conditions and intense competition,
some subsidiaries also reorganized their operations and put in place cost
reduction programs. 

Activision Blizzard delivered an exceptional year thanks to a series of
successful launches. 

SFR pursued the repositioning of its business model, including the
implementation of a voluntary departure plan, in order to maximize its value,
and stabilized its customer base. SFR was the first operator to offer the next
generation 4G mobile network to both private customers and companies. 

Maroc Telecom group recorded strong growth in its international activities.
GVT`s development was once again confirmed with its network expansion and a new
pay-TV offer. 

Three major strategic transactions in content were successfully concluded in
2012: the acquisition of EMI Recorded Music reinforced Universal Music Group`s
position as a worldwide leader in music; and Canal+ Group strengthened its
position in free-to-air TV in France, and in Poland, consolidated its presence
in pay-TV while entering the free-to-air market. These transactions are in line
with Vivendi`s desire to strengthen its positions in media and content where
Vivendi has all the assets needed to assert itself as a European-born, global
leader. 

Our ongoing strategic review will define precisely, and as and when appropriate,
the right paths to increase the group`s overall value and to best serve
shareholder interests." 

Business Highlights

Activision Blizzard
Record earnings

Higher than expected, Activision Blizzard`s revenues were €3,768 million, up
9.8% (+2.3% at constant currency) compared to 2011, and EBITA was €1,149
million, a 13.6% increase (+6.6% at constant currency) compared to 2011. These
results take into account the accounting principles requiring that revenues and
related cost of sales associated with games with an online component be deferred
over the estimated customer service period. The balance of the deferred
operating margin was up 10% to €1,000 million as of December 31, 2012, compared
to €913 million as of December 31, 2011. 

In North America and Europe combined, Activision Blizzard was the #1 console and
handheld publisher for 2012 with the #1 and #3 best-selling franchises4, Call of
Duty and Skylanders. In November 2012, Black Ops II became the first video game
ever to cross the $1 billion mark in 15-days5. As of December 31, 2012, the
Skylanders franchise had generated, life-to-date, more than $1 billion in
worldwide sales4. In January 2013, sell-through of Skylanders figures worldwide
has exceeded 100 million6. 

In addition, Diablo III was the #1 best-selling PC game, breaking PC-game sales
records with more than 12 million copies sold-through worldwide through December
31, 2012, and World of Warcraft: Mists of Pandaria was the #3 best-selling PC
game7. As of December 31, 2012, World of Warcraft remains the #1
subscription-based MMORPG, with more than 9.6 million subscribers6. 

Due to its strong earnings and its cash and short term investments amounting to
approximately $4.4 billion, Activision Blizzard declared a cash dividend of
$0.19 per common share. 

As part of its earnings release announced on February 7, 2013, the Board of
Activision Blizzard is considering, or may consider during 2013, substantial
stock repurchases, dividends, acquisitions, licensing or other non-ordinary
course transactions. These potential transactions could be financed by debt. The
company`s first quarter and full year 2013 outlooks do not take into account any
such transactions or financings that may or may not occur during the year, with
the exception of the $0.19 cent per share cash dividend. 

In the short term, Activision Blizzard expects to deliver strong profitability,
but below its record setting 2012 performance, due to a challenged global
economy, the ongoing console transition and a smaller number of game releases
compared to 2012. However, for 2013, the EBITA outlook is still above $1
billion. 

Universal Music Group
Acquisition of EMI Recorded Music`s nears finalization

Universal Music Group`s (UMG) revenues were €4,544 million, an 8.3% increase
compared to 2011. At constant perimeter (excluding revenues from EMI Recorded
Music, acquired at the end of September 2012), revenues were up 1.6% thanks to
growth in recorded music sales in North America and favorable currency
movements. At constant currency and at constant perimeter, revenues were down
3.3% with a 10.0% increase in digital sales and higher license income offset by
the decline in physical sales. Digital sales represented 44% of recorded music
sales compared to 38% in the prior year. 

Recorded music best sellers notably included new releases from Taylor Swift,
Justin Bieber, Maroon 5, Rihanna, Nicki Minaj, Lana Del Rey, Gotye, Carly Rae
Jepsen, Cecilia Bartoli, Daniel Barenboim, Rolando Villazón and Mylène Farmer. 

UMG`s EBITA of €525 million was up 3.6% compared to 2011. Excluding EMI Recorded
Music and at constant currency, EBITA was up 1.6%, strengthened by cost
reduction policy. 

The sale of Parlophone Label Group, part of EMI Recorded Music, for £487 million
(approximately €600 million after taking into account the EUR/GBP foreign
currency hedge in place) was announced on February 7, 2013. Additional, less
significative divestments were also sold bringing the total amount of sales to
exceed £530 million, all of which are pending regulatory approvals. 

With these sales, Vivendi nears the finalization of its regulatory commitments
following the acquisition of EMI Recorded Music, while reinforcing UMG`s
position as a worldwide leader in music. The combination of UMG`s and EMI`s
Recorded Music businesses is expected to generate annual synergies of more than
£100 million as previously stated. As a result of the sale of Parlophone Label
Group, the acquisition of EMI Recorded Music acquisition will be at less than
5xEBITDA multiple, including disposals, restructuring charges and synergies. 

For 2013, UMG expects an EBITA increase with a positive contribution from EMI
Recorded Music, including restructuring charges. 

SFR
Adaptation efforts continue

SFR revenues8 amounted to €11,288 million, a 7.3% decrease compared to 2011 due
to the progressive impact of price cuts related to the competitive environment
and to price cuts imposed by the regulators9. Excluding the impact of these
regulatory decisions, revenues decreased by 3.3%. 

Mobile10 revenues amounted to €7,516 million, an 11.1% decrease compared to
2011. 

During the fourth quarter, SFR`s postpaid mobile customer base increased by
109,000 additions. At the end of 2012, SFR`s postpaid mobile customer base
reached 16.563 million, stable compared to 2011. The customer mix (the
percentage of the number of postpaid customers in the total customer base)
amounted to 80.1%, a 2.9 percentage point increase year-on-year. SFR`s total
mobile customer base reached 20.690 million. Mobile Internet usage continued to
progress, with 49% of SFR customers equipped with a smartphone (41% at the end
of 2011). 

SFR became the first French operator to open the 4G network to the mass market
and enterprises. After Lyon on November 29, 2012, the 4G network was launched in
Montpellier and Paris-La Défense. Four additional cities will open in the first
half 2013. This offer includes the availability of a wide range of compatible
equipment and is based on « Formules Carrées » packages. 

SFR also introduced a new pricing policy in January 2013 offering the best
value/price ratio on the market both for its low-cost offers and its premium
offers, the latter remaining the choice of the majority in the French market. 

Broadband Internet and fixed revenues10 amounted to €3,963 million, a 0.9%
decrease compared to 2011, and a 0.3% increase excluding the impact of regulated
price cuts. 

At the end of 2012, the postpaid broadband Internet residential customer base
reached 5.075 million, with 56,000 net additions11 year-on-year. The customer
base for the quadruple play offer ("Multi-Pack de SFR") reached 1.8 million at
the end of 2012. 

SFR`s EBITDA amounted to €3,299 million, a 13.2% decrease compared to 2011.
Excluding negative and positive non-recurring items (-€15 million in 2012 and
+€93 million in 2011), EBITDA decreased by 10.6%. 

EBITA amounted to €1,600 million, a 29.8% decrease. Excluding negative and
positive non-recurring items and restructuring charges, EBITA decreased by
18.0%. 

In 2012, SFR launched an adaptation plan while continuing to invest in 4G and
fiber infrastructures and adapt its organization to changing market conditions.
In November, SFR announced a voluntary redundancy plan with a target of 856 net
departures. 

For 2013, SFR expects EBITDA of close to €2.9 billion and Capex around €1.6
billion. 

Maroc Telecom group
High growth in international activities

Maroc Telecom group`s revenues were €2,689 million, a 1.8% decrease compared to
2011 (-3.0% at constant currency). The group`s overall customer base maintained
positive momentum in 2012 with a 13.5% increase and reached nearly 33 million
customers, primarily due to a 30.4% increase in the international market
year-on-year. 

Operations in Morocco generated revenues of €2,088 million, a 6.1% decrease
compared to 2011 (-7.4% at constant currency). This change reflected the
successive cuts in mobile termination rates carried out in January and July
2012, the additional price cuts in the mobile segment (-34.6%), and the decrease
in fixed-line revenues under competitive pressure from the mobile segment. The
economic slowdown and competitive environment continued to be very intense. 

The group`s international activities generated revenues of €638 million, a
strong 18.4% growth compared to 2011 (+17.7% at constant currency). This
performance resulted from very strong growth among mobile customers (+31.8%),
enhanced product offers and higher customer usage in a stable competitive
environment. Despite the conflict in Mali, the growth in revenues continued at a
very sustained place (+15.7% at constant currency). 

The group`s EBITDA amounted to €1,505 million, a 0.3% increase compared to 2011
(-0.9% at constant currency). This performance reflected a strong 43.5% growth
(+42.6% at constant currency) in international EBITDA, which offset the 6.6%
decline in EBITDA in Morocco. EBITDA margin increased by 1.2 percentage point
year-on-year, reaching the high level of 56.0%. 

The group`s EBITA amounted to €987 million, a 9.4% decline compared to 2011
(-10.5% at constant currency). Excluding restructuring charges of €79 million,
EBITA amounted to €1,066 million, a 2.1% decrease, representing a 39.6% margin,
a modest 0.2 percentage point decrease. 

The Supervisory Board of Maroc Telecom group will propose at the Annual
Shareholders' Meeting the distribution of an ordinary dividend of MAD 7.4 per
share, representing a total amount of MAD 6.5 billion, which represents 100% of
distributable earnings with respect to fiscal year 2012. 

For 2013, Maroc Telecom group expects to maintain the EBITDA margin at a high
level of approximately 56% and a slight increase in EBITDA-Capex. 

GVT
Expansion continues

GVT`s revenues reached €1,716 million, an 18.7% increase compared to 2011
(+28.2% at constant currency); excluding the impact of tax changes (VAT),
revenues increased by 35% at constant currency. In 2012, GVT expanded its
coverage to 20 additional cities and currently covers 139 cities. As a result of
commercial efforts and geographical network expansion, GVT Telecom
lines-in-service reached 8.669 million, a 37.0% increase year-on-year. After
only one year in operation, its pay-TV service generated revenues of €83
million. 

GVT was named the best Broadband service in Brazil for the 4th consecutive year,
offering the most modern and differentiated network in Brazil. At the end of
2012, 44% of its customers opted for speeds equal to or higher than 15 Mbps,
compared to 37% one year ago. 

Launched commercially in January 2012, the number of subscribers to its new
pay-TV service totaled about 406,000 as of December 31, 2012, representing an
18.8% penetration rate among the broadband customer base. During 2012, GVT`s
share of the net adds of the entire Brazilian pay-TV market reached 11.4%, and
when considering only the cities where it operates, GVT`s share of net adds
reached 27.7%. 

GVT`s EBITDA was €740 million, a 23.1% increase compared to 2011 (+33.4% at
constant currency) and EBITDA margin reached the record level of 43.1%, or 45.9%
for the telecom activities only. 

GVT`s EBITA was €488 million, a 23.2% increase compared to 2011 (+33.7% at
constant currency and +57.5% excluding the impact of the VAT change and at
constant currency). 

GVT`s capital expenditures amounted to €947 million, a 34.3% increase compared
to 2011, of which approximately €248 million related to the pay-TV business. GVT
reached break-even on an EBITDA-Capex basis for its telecom activities. 

For 2013, GVT expects revenue growth low in the 20`s at constant currency, an
EBITDA margin slightly above 40%, and an EBITDA-Capex close to break-even. 

Canal+ Group
Growth drivers in place

Canal+ Group`s revenues were €5,013 million, a 3.2% increase compared to 2011
(+2.4% at comparable perimeter, i.e. excluding D8, D17 and the new activities in
Poland). 

At the end of December 2012, Canal+ France, which includes Canal+ Group`s pay-TV
activities in France and French-speaking countries, had 11.363 million
subscriptions, representing a net growth of 147,000 year-on-year. This growth
was driven by strong performances at Canal+ Overseas (in French overseas
territories and primarily in Africa), which had 1.683 million subscriptions at
year-end, a net growth of 227,000 subscriptions, compared to 2011. In mainland
France, the subscription portfolio reached 9.680 million, a slight decrease
compared to 2011 due to a difficult economic and competitive environment.
Average revenue per subscriber increased slightly to €48, particularly
reflecting improved cross-selling between Canal+ and CanalSat offerings. 

Revenues from other Canal+ Group activities grew strongly thanks to StudioCanal
and new international activities (notably in Poland and Vietnam), as well as to
free-to-air TV. 

Excluding the impact of D8, D17 and the new activities in Poland (as well as
transition costs),Canal+ Group`s EBITA amounted to €714 million, a 1.9% increase
year-on-year, thanks to Canal+ Overseas` growth, notably in Africa, and despite
the negative impact of a VAT rise (around €40 million). Including the impact of
the integration of the new activities in Poland and of D8 and D17, Canal+
Group`s EBITA reached €663 million. 

In 2012, Canal+ Group completed two major projects: 

- In October 2012, the creation of a free-to-air television business unit in
France including the D8 and D17 channels, which were successfully re-launched;
and 

- In November 2012, the creation and control of `nc+`, a major satellite TV
platform in Poland. This entity had 2.5 million customers following the merger
of Canal+ Group`s operations in Poland and the `n` business unit of TVN, a
leading media group in Poland. In addition to this merger, Canal+ Group took a
minority interest in TVN. 

On January 31, 2013, Canal+ Group renewed its exclusive rights to England's
Premier League, the world`s most widely broadcast football championship, for the
coming three seasons. As a result, it will be positioned to offer its
subscribers the best French and European soccer, with the top two of the Ligue
1, the top Champions League and 100% of the English Premier League. In addition,
Canal+ Group announced on February 14, 2013, that it had secured exclusive
rights in France to the Formula 1 world championship. 

For 2013, Canal+ Group expects an EBITA of approximately €670 million (excluding
restructuring charges related to pay-TV in Poland) up €50 million compared with
2012 proforma EBITA12. 

Comments on Key Financial Consolidated Indicators

Revenues were €28,994 million, compared to €28,813 million in 2011 (+0.6%, or
-0.7% at constant currency). 

EBITA was €5,283 million, compared to €5,860 million in 2011 (-9.8%, or -10.7%
at constant currency). This change mainly reflected the decline in the
performances of SFR (-€678 million, including €187 million restructuring
charges), Maroc Telecom group (-€102 million, including €79 million
restructuring charges), and Canal+ Group (-€38 million, including the -€51
million impact of the acquisition of the D8 and D17 channels and the new
activities in Poland), partially offset by the operating performances of
Activision Blizzard (+€138 million), GVT (+€92 million), and Universal Music
Group (+€18 million, including -€98 million in restructuring charges and EMI
Recorded Music integration costs). 

Impairment losses on intangible assets acquired through business combinations
amounted to €760 million, compared to €397 million in 2011. In 2012, they
related to Canal+ France`s goodwill (€665 million) and certain goodwill and
music catalogs of Universal Music Group (€94 million). In 2011, they mainly
related to Canal+ France`s goodwill (€380 million). 

As of December 31, 2012, based on the verdict rendered on June 25, 2012
regarding the Liberty Media Corporation litigation in the United States, which
was confirmed by the court in New York on January 9, 2013 and entered into
record by the judge on January 17, 2013, Vivendi accrued a reserve for the full
amount of the judgment (€945 million), representing, €765 million in damages and
€180 million in pre-judgment interest covering the period from December 16, 2001
to January 17, 2013, at the rate of one-year U.S. Treasury notes. In addition,
the reserve regarding the Securities Class Action in the United States was
unchanged as of December 31, 2012, at €100 million. 

Other income amounted to €22 million, compared to €1,385 million in 2011. In
2011, it primarily included the impact related to the settlement on January 14,
2011 of the litigation over the share ownership of PTC in Poland (€1,255
million) and the sale in October 2011 of UMG`s interest in Beats Electronics
(€89 million). 

Interest was an expense of €568 million, compared to €481 million in 2011
(+18.1%). In 2012, interest expense on borrowings amounted to €599 million,
compared to €529 million in 2011 (+13.2%). This change was mainly attributable
to the increase in the average outstanding borrowings to €17.1 billion in 2012
(compared to €13.7 billion in 2011), primarily reflecting the impact of the
acquisitions of the 44% interest in SFR in June 2011 (€7.75 billion) and of EMI
Recorded Music in September 2012 (€1.4 billion), partially offset by the
decrease in the average interest rate on borrowings to 3.50% in 2012 (compared
to 3.87% in 2011). 

Income from investments amounted to €9 million, compared to €75 million in 2011.
In 2011, it included €70 million attributable to the balance of the contractual
dividend paid by GE to Vivendi on January 25, 2011 as part of the completion of
the sale by Vivendi of its interest in NBC Universal. 

Income taxes reported to adjusted net income was a net charge of €1,339 million,
compared to a net charge of €1,408 million in 2011, a €69 million decrease. This
change notably reflected the impact of the decline in the group`s business
segments` taxable income (+€264 million), primarily related to SFR, partially
offset by the decrease (-€181 million) in current tax savings related to Vivendi
SA`s tax group and Consolidated Global Profit Tax Systems following the changes
in French Tax Law in 2011 and 2012, mainly the capping of the deduction for tax
losses carried forward at 50% of taxable income (compared to 60% in 2011). The
effective tax rate reported to adjusted net income was 28.3% in 2012 (compared
to 25.8% in 2011). 

Adjusted net income attributable to non-controlling interests amounted to €797
million, compared to €1,076 million in 2011. The €279 million decrease was
primarily attributable to the impact of the acquisition of Vodafone`s 44%
interest in SFR (-€242 million), offset by the operating performances of
Activision Blizzard (+€34 million). 

Adjusted net income amounted to €2,550 million (or €1.96 per share) compared to
€2,952 million (or €2.30 per share) in 2011, a 13.6% decrease. 

Earnings attributable to Vivendi SA shareowners amounted to €164 million (or
€0.13 per share), compared to €2,681 million (or €2.09 per share) in 2011, a
€2,517 million decrease. In addition to the decline in EBITA (-€577 million, of
which -€678 million from SFR), this change mainly reflected the recognition in
2012 of the reserve accrual regarding the Liberty Media Corporation litigation
(-€945 million) and the impairment of Canal+ France`s goodwill (-€665 million),
and in 2011, the impact related to the settlement of the litigation over the
share ownership of PTC in Poland (€1,255 million), partially offset by the
capital loss incurred from the sale of the remaining 12.34% interest in NBC
Universal (-€421 million), and the settlement of the past disputes between GVT
and various Brazilian States regarding the application of the ICMS tax (-€165
million). 

Earnings in statutory accounts of Vivendi SA was a loss of€6,045 million in
2012, compared to a profit of €1,488 million in 2011. This change mainly
reflected the recognition in 2012 of the reserve accrual regarding the Liberty
Media Corporation litigation (-€945 million), the impairment of our stake in
SFR13 (-€5,875 million), and the impairment of the Canal+ Group SA stake (-€310
million). 

For additional information, please refer to the "Financial Report and
Consolitated Financial Statements for 2012", which will be released later online
on Vivendi`s website (www.vivendi.com). 

About Vivendi

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

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

In 2012, Vivendi achieved revenues of €29 billion and adjusted net income of
€2.55 billion. The Group has over 58,000 employees.

www.vivendi.com

Important Disclaimers

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

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

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

Date: Tuesday, February 26, 2013
9:00 am Paris time - 8:00 am London time - 3:00 am New York time 

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

Media invited on a listen-only basis.

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

Numbers to dial:
Local - London, United Kingdom: +44(0) 20 7784 1036 - code 3412904
Local - New York, United States of America: +1 646 254 3360 - code 3412904
Local - Paris, France: +33(0)1 70 99 42 70 - code 3314147 

Numbers to dial for replay:
Local - London, United Kingdom: +44(0) 20 3427 0598 - code 3412904
Local - New York, United States of America: +1 347 366 9565 - code 3412904
Local - Paris, France: +33(0)1 74 20 28 00 - code 3314147 

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

PRESS CONFERENCE (in French with English translation)
Speakers:
Jean-François Dubos
Chairman of the Management Board
Philippe Capron
Member of the Management Board and Chief Financial Officer 

Date: Tuesday, February 26, 2013
11:00 am Paris time - 10:00 am London time - 5:00 am New York time 

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

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

1For more information about EBITA, see appendix IV.

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

3Transactions announced during second half 2011, restructuring charges in
telecom operations and accrual of the fine imposed on SFR.

4According to The NPD Group, GfK Chart-Track and Activision Blizzard internal
estimates, including toys and accessories.

5According to Chart-Track retail customer sell-through information, internal
company estimates and screenrant.com.

6According to Activision Blizzard internal estimates.

7At retail and according to The NPD Group, GfK Chart-Track and Activision
Blizzard internal estimates.

8Following the disposal of 100% of Débitel France SA to La Poste Télécom SAS,
Débitel France SA, with a customer base of 290,000 has been excluded from the
consolidation perimeter since March 1, 2011.

9Tariff cuts imposed by regulatory decision:i) 33% decrease in mobile voice
termination regulated price on July 1, 2011, a 25% additional decrease on
January 1, 2012 and a further 33% decrease on July 1, 2012;ii) 25% decrease in
SMS termination regulated price on July 1, 2011 and a 33% additional decrease on
July 1, 2012. In addition to asymmetric tariff in favor of Free;iii) Roaming
tariff cuts on July 1, 2011 and July 1, 2012; andiv) 40% decrease in fixed voice
termination regulated price on October 1, 2011 and a 50% additional decrease on
July 1, 2012.

10Mobile revenues and broadband Internet and fixed revenues are determined as
revenues before elimination of intersegment operations within SFR.

11At the end of December 2011, SFR group broadband Internet residential customer
base totaled 5.019 million, following the exclusion of 1P and 2P Akéo customers
from the consolidation perimeter.

122012 proforma EBITA of €620 million including -€95 million loss related to
D8/D17 and `n`, assuming ownership as of January 1, 2012.

13This impairment also reflects a new valuation of Maroc Telecom which is owned
indirectly by SFR for 51.9%.

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


                                                                                                                                                                                                                                      
 4th Quarter 2012    4th Quarter 2011    % Change                                                                                                                                       Full Year 2012    Full Year 2011    % Change  
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
 8,243               7,783               + 5.9%      Revenues                                                                                                                           28,994            28,813            + 0.6%    
 (4,471)             (4,311)                         Cost of revenues                                                                                                                   (14,364)          (14,391)                    
 3,772               3,472               + 8.6%      Margin from operations                                                                                                             14,630            14,422            + 1.4%    
                                                                                                                                                                                                                                      
 (2,602)             (2,455)                         Selling, general and administrative expenses excluding amortization of intangible assets acquired through business combinations    (8,995)           (8,401)                     
                                                                                                                                                                                                                                      
 (218)               (23)                            Restructuring charges and other operating charges and income                                                                       (352)             (161)                       
                                                                                                                                                                                                                                      
 952                 994                 - 4.2%      EBITA (*)                                                                                                                          5,283             5,860             - 9.8%    
                                                                                                                                                                                                                                      
 (19)                1                               Income from equity affiliates                                                                                                      (38)              (18)                        
                                                                                                                                                                                                                                      
 (145)               (130)                           Interest                                                                                                                           (568)             (481)                       
                                                                                                                                                                                                                                      
 2                   1                               Income from investments                                                                                                            9                 75                          
                                                                                                                                                                                                                                      
 790                 866                 - 8.8%      Adjusted earnings from continuing operations before provision for income taxes                                                     4,686             5,436             - 13.8%   
                                                                                                                                                                                                                                      
 (238)               (304)                           Provision for income taxes                                                                                                         (1,339)           (1,408)                     
                                                                                                                                                                                                                                      
 552                 562                 - 1.8%      Adjusted net income before non-controlling interests                                                                               3,347             4,028             - 16.9%   
                                                                                                                                                                                                                                      
 (196)               (129)                           Non-controlling interests                                                                                                          (797)             (1,076)                     
                                                                                                                                                                                                                                      
 356                 433                 - 17.8%     Adjusted net income (*)                                                                                                            2,550             2,952             - 13.6%   
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
 0.27                0.34                - 20.0%     Adjusted net income per share - basic (**)                                                                                         1.96              2.30              - 14.8%   
                                                                                                                                                                                                                                      
 0.27                0.34                - 20.2%     Adjusted net income per share - diluted (**)                                                                                       1.96              2.30              - 14.8%   


In millions of euros, per share amounts in euros. 

For any additional information, please refer to "Annual Financial Report and
Audited Consolidated Financial Statements for the year ended December 31, 2012",
which will be released on line later on Vivendi`s website (www.vivendi.com). 

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

(**) Adjusted net income per share (basic and diluted) have been adjusted for
all periods previously published in order to reflect the dilution arising from
the grant to each shareholder on May 9, 2012, of one bonus share for each 30
shares held, in accordance with IAS 33 - Earnings per share.

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


                                                                                                                                                                                                                                      
 4th Quarter 2012    4th Quarter 2011    % Change                                                                                                                                       Full Year 2012    Full Year 2011    % Change  
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
 8,243               7,783               + 5.9%      Revenues                                                                                                                           28,994            28,813            + 0.6%    
 (4,471)             (4,311)                         Cost of revenues                                                                                                                   (14,364)          (14,391)                    
 3,772               3,472               + 8.6%      Margin from operations                                                                                                             14,630            14,422            + 1.4%    
                                                                                                                                                                                                                                      
 (2,602)             (2,455)                         Selling, general and administrative expenses excluding amortization of intangible assets acquired through business combinations    (8,995)           (8,401)                     
                                                                                                                                                                                                                                      
 (218)               (23)                            Restructuring charges and other operating charges and income                                                                       (352)             (161)                       
                                                                                                                                                                                                                                      
 (150)               (152)                           Amortization of intangible assets acquired through business combinations                                                           (487)             (510)                       
                                                                                                                                                                                                                                      
 (667)               (392)                           Impairment losses on intangible assets acquired through business combinations                                                      (760)             (397)                       
                                                                                                                                                                                                                                      
 (945)               -                               Reserve accrual regarding the Liberty Media Corporation litigation in the United States                                            (945)             -                           
                                                                                                                                                                                                                                      
 7                   93                              Other income                                                                                                                       22                1,385                       
                                                                                                                                                                                                                                      
 (153)               (23)                            Other charges                                                                                                                      (235)             (656)                       
 (956)               520                 na          EBIT                                                                                                                               2,878             5,682             - 49.3%   
                                                                                                                                                                                                                                      
 (19)                1                               Income from equity affiliates                                                                                                      (38)              (18)                        
                                                                                                                                                                                                                                      
 (145)               (130)                           Interest                                                                                                                           (568)             (481)                       
                                                                                                                                                                                                                                      
 2                   1                               Income from investments                                                                                                            9                 75                          
                                                                                                                                                                                                                                      
 26                  3                               Other financial income                                                                                                             37                14                          
                                                                                                                                                                                                                                      
 (87)                (13)                            Other financial charges                                                                                                            (210)             (167)                       
                                                                                                                                                                                                                                      
 (1,179)             382                 na          Earnings from continuing operations before provision for income taxes                                                              2,108             5,105             - 58.7%   
                                                                                                                                                                                                                                      
 (120)               (381)                           Provision for income taxes                                                                                                         (1,159)           (1,378)                     
                                                                                                                                                                                                                                      
 (1,299)             1                   na          Earnings from continuing operations                                                                                                949               3,727             - 74.5%   
                                                                                                                                                                                                                                      
 -                   -                               Earnings from discontinued operations                                                                                              -                 -                           
                                                                                                                                                                                                                                      
 (1,299)             1                   na          Earnings                                                                                                                           949               3,727             - 74.5%   
                                                                                                                                                                                                                                      
 (188)               (119)                           Non-controlling interests                                                                                                          (785)             (1,046)                     
                                                                                                                                                                                                                                      
 (1,487)             (118)               na          Earnings attributable to Vivendi SA shareowners                                                                                    164               2,681             - 93.9%   
                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                      
 (1.12)              (0.09)              na          Earnings attributable to Vivendi SA shareowners per share - basic                                                                  0.13              2.09              - 94.0%   
                                                                                                                                                                                                                                      
 (1.12)              (0.09)              na          Earnings attributable to Vivendi SA shareowners per share - diluted                                                                0.12              2.09              - 94.1%   


In millions of euros, per share amounts in euros. 

na: not applicable. 

Nota: Earnings attributable to Vivendi SA shareowners per share (basic and
diluted) have been adjusted for all periods previously published in order to
reflect the dilution arising from the grant to each shareholder on May 9, 2012,
of one bonus share for each 30 shares held, in accordance with IAS 33 - Earnings
per share.

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


 4th Quarter 2012      4th Quarter 2011      % Change       % Change at                                                                                     Full Year 2012      Full Year 2011      % Change    % Change at  
                                                            constant                                                                                                                                            constant     
                                                            
rate                                                                                                                                               
rate        
                                                                            (in millions of euros)                                                                                                                           
                                                                                                                                                                                                                             
                                                                                                                                                                                                                             
                                                                            Revenues                                                                                                                                         
 1,364                 1,042                 +30.9%         +25.7%          Activision Blizzard                                                             3,768               3,432               +9.8%       +2.3%        
 1,641                 1,355                 +21.1%         +16.9%          Universal Music Group                                                           4,544               4,197               +8.3%       +3.1%        
 2,780                 3,046                 -8.7%          -8.7%           SFR                                                                             11,288              12,183              -7.3%       -7.3%        
 661                   680                   -2.8%          -3.7%           Maroc Telecom Group                                                             2,689               2,739               -1.8%       -3.0%        
 434                   369                   +17.6%         +28.6%          GVT                                                                             1,716               1,446               +18.7%      +28.2%       
 1,366                 1,294                 +5.6%          +5.0%           Canal+ Group                                                                    5,013               4,857               +3.2%       +3.2%        
 (3)                   (3)                   na             na              Non-core operations and others, and elimination of intersegment transactions    (24)                (41)                na          na           
 8,243                 7,783                 +5.9%          +4.8%           Total Vivendi                                                                   28,994              28,813              +0.6%       -0.7%        
                                                                                                                                                                                                                             
                                                                                                                                                                                                                             
                                                                            EBITA (*)                                                                                                                                        
 395                   60                    x 6,6          x 6,4           Activision Blizzard                                                             1,149               1,011               +13.6%      +6.6%        
 287                   263                   +9.1%          +7.0%           Universal Music Group                                                           525                 507                 +3.6%       +1.2%        
 (50)                  393                   na             na              SFR                                                                             1,600               2,278               -29.8%      -29.8%       
 258                   256                   +0.8%          -0.4%           Maroc Telecom Group                                                             987                 1,089               -9.4%       -10.5%       
 147                   97                    +51.5%         +66.2%          GVT                                                                             488                 396                 +23.2%      +33.7%       
 (59)                  (31)                  -90.3%         -92.4%          Canal+ Group                                                                    663                 701                 -5.4%       -5.3%        
 (20)                  (41)                  +51.2%         +53.3%          Holding & Corporate                                                             (115)               (100)               -15.0%      -13.0%       
 (6)                   (3)                   na             na              Non-core operations and others                                                  (14)                (22)                na          na           
 952                   994                   -4.2%          -5.2%           Total Vivendi                                                                   5,283               5,860               -9.8%       -10.7%       


na: not applicable. 

Data presented above takes into consideration the consolidation of the following
entities at the indicated dates:

* at Universal Music Group: EMI Recorded Music (September 28, 2012); and 
* at Canal+ Group: D8 and D17 (September 27, 2012) as well as "n" (November 30,
2012).

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

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


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

                                                                                                                                                                            
 4th Quarter 2012    4th Quarter 2011      (in millions of euros)                                                                         Full Year 2012    Full Year 2011  
                                                                                                                                                                            
                                                                                                                                                                            
 (956)               520                   EBIT (*)                                                                                       2,878             5,682           
                                           Adjustments                                                                                                                      
 150                 152                   Amortization of intangible assets acquired through business combinations (*)                   487               510             
 667                 392                   Impairment losses on intangible assets acquired through business combinations (*)              760               397             
 945                 -                     Reserve accrual regarding the Liberty Media Corporation litigation in the United States (*)    945               -               
 (7)                 (93)                  Other income (*)                                                                               (22)              (1,385)         
 153                 23                    Other charges (*)                                                                              235               656             
 952                 994                   EBITA                                                                                          5,283             5,860           


                                                                                                                                                                                                        
 4th Quarter 2012    4th Quarter 2011      (in millions of euros)                                                                                                     Full Year 2012    Full Year 2011  
                                                                                                                                                                                                        
                                                                                                                                                                                                        
 (1,487)             (118)                 Earnings attributable to Vivendi SA shareowners (*)                                                                        164               2,681           
                                           Adjustments                                                                                                                                                  
 150                 152                   Amortization of intangible assets acquired through business combinations (*)                                               487               510             
 667                 392                   Impairment losses on intangible assets acquired through business combinations (*)                                          760               397             
 945                 -                     Reserve accrual regarding the Liberty Media Corporation litigation in the United States (*)                                945               -               
 (7)                 (93)                  Other income (*)                                                                                                           (22)              (1,385)         
 153                 23                    Other charges (*)                                                                                                          235               656             
 (26)                (3)                   Other financial income (*)                                                                                                 (37)              (14)            
 87                  13                    Other financial charges (*)                                                                                                210               167             
 -                   101                   Change in deferred tax asset related to Vivendi SA's French Tax Group and to the Consolidated Global Profit Tax Systems    48                129             
 (51)                27                    Non-recurring items related to provision for income taxes                                                                  (25)              41              
 (67)                (51)                  Provision for income taxes on adjustments                                                                                  (203)             (200)           
 (8)                 (10)                  Non-controlling interests on adjustments                                                                                   (12)              (30)            
 356                 433                   Adjusted net income                                                                                                        2,550             2,952           


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

                                                
 APPENDIX V                                     
                                                
 
                                              
 
VIVENDI                                       
 
                                              
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION  
 
                                              
 
                                              
 
(IFRS, audited)                               


                                                                                                  
                                                          December 31, 2012    December 31, 2011  
 (in millions of euros)                                                                           
                                                                                                  
                                                                                                  
 ASSETS                                                                                           
 Goodwill                                                 24,656               25,029             
 Non-current content assets                               3,327                2,485              
 Other intangible assets                                  5,190                4,329              
 Property, plant and equipment                            9,926                9,001              
 Investments in equity affiliates                         388                  135                
 Non-current financial assets                             514                  394                
 Deferred tax assets                                      1,400                1,421              
 Non-current assets                                       45,401               42,794             
                                                                                                  
 Inventories                                              738                  805                
 Current tax receivables                                  819                  542                
 Current content assets                                   1,044                1,066              
 Trade accounts receivable and other                      6,587                6,730              
 Current financial assets                                 364                  478                
 Cash and cash equivalents                                3,894                3,304              
                                                          13,446               12,925             
 Assets held for sale                                     667                  -                  
 Current assets                                           14,113               12,925             
                                                                                                  
 TOTAL ASSETS                                             59,514               55,719             
                                                                                                  
 EQUITY AND LIABILITIES                                                                           
 Share capital                                            7,282                6,860              
 Additional paid-in capital                               8,271                8,225              
 Treasury shares                                          (25)                 (28)               
 Retained earnings and other                              2,937                4,390              
 Vivendi SA shareowners' equity                           18,465               19,447             
 Non-controlling interests                                2,971                2,623              
 Total equity                                             21,436               22,070             
                                                                                                  
 Non-current provisions                                   3,094                1,569              
 Long-term borrowings and other financial liabilities     12,667               12,409             
 Deferred tax liabilities                                 991                  728                
 Other non-current liabilities                            1,002                864                
 Non-current liabilities                                  17,754               15,570             
                                                                                                  
 Current provisions                                       711                  586                
 Short-term borrowings and other financial liabilities    5,090                3,301              
 Trade accounts payable and other                         14,196               13,987             
 Current tax payables                                     321                  205                
                                                          20,318               18,079             
 Liabilities associated with assets held for sale         6                    -                  
 Current liabilities                                      20,324               18,079             
                                                                                                  
 Total liabilities                                        38,078               33,649             
                                                                                                  
 TOTAL EQUITY AND LIABILITIES                             59,514               55,719             


                                       
                                       
 APPENDIX VI                           
 VIVENDI                               
 CONSOLIDATED STATEMENT OF CASH FLOWS  
 (IFRS, audited)                       


                                                                                                                                       
                                                                                                                                       
                                                                                                               Full Year    Full Year  
 (in millions of euros)                                                                                        2012         2011       
                                                                                                                                       
                                                                                                                                       
 Operating activities                                                                                                                  
 EBIT                                                                                                          2,878        5,682      
 Adjustments                                                                                                   5,199        2,590      
 Content investments, net                                                                                      (299)        (13)       
 Gross cash provided by operating activities before income tax paid                                            7,778        8,259      
 Other changes in net working capital                                                                          90           (307)      
 Net cash provided by operating activities before income tax paid                                              7,868        7,952      
 Income tax paid, net                                                                                          (762)        (1,090)    
 Net cash provided by operating activities                                                                     7,106        6,862      
                                                                                                                                       
 Investing activities                                                                                                                  
 Capital expenditures                                                                                          (4,516)      (3,367)    
 Purchases of consolidated companies, after acquired cash                                                      (1,374)      (210)      
 Investments in equity affiliates                                                                              (322)        (49)       
 Increase in financial assets                                                                                  (99)         (377)      
 Investments                                                                                                   (6,311)      (4,003)    
 Proceeds from sales of property, plant, equipment and intangible assets                                       26           27         
 Proceeds from sales of consolidated companies, after divested cash                                            13           30         
 Disposal of equity affiliates                                                                                 11           2,920      
 Decrease in financial assets                                                                                  215          1,751      
 Divestitures                                                                                                  265          4,728      
 Dividends received from equity affiliates                                                                     3            79         
 Dividends received from unconsolidated companies                                                              1            3          
 Net cash provided by/(used for) investing activities                                                          (6,042)      807        
                                                                                                                                       
 Financing activities                                                                                                                  
 Net proceeds from issuance of common shares in connection with Vivendi SA's share-based compensation plans    131          151        
 Sales/(purchases) of Vivendi SA's treasury shares                                                             (18)         (37)       
 Dividends paid by Vivendi SA to its shareowners                                                               (1,245)      (1,731)    
 Other transactions with shareowners                                                                           (229)        (7,909)    
 Dividends paid by consolidated companies to their non-controlling interests                                   (483)        (1,154)    
 Transactions with shareowners                                                                                 (1,844)      (10,680)   
 Setting up of long-term borrowings and increase in other long-term financial liabilities                      5,859        6,045      
 Principal payment on long-term borrowings and decrease in other long-term financial liabilities               (4,217)      (452)      
 Principal payment on short-term borrowings                                                                    (2,615)      (2,451)    
 Other changes in short-term borrowings and other financial liabilities                                        3,056        597        
 Interest paid, net                                                                                            (568)        (481)      
 Other cash items related to financial activities                                                              (98)         (239)      
 Transactions on borrowings and other financial liabilities                                                    1,417        3,019      
 Net cash provided by/(used for) financing activities                                                          (427)        (7,661)    
                                                                                                                                       
 Foreign currency translation adjustments                                                                      (47)         (14)       
 Change in cash and cash equivalents                                                                           590          (6)        
                                                                                                                                       
                                                                                                                                       
 Cash and cash equivalents                                                                                                             
 At beginning of the period                                                                                    3,304        3,310      
 At end of the period                                                                                          3,894        3,304      


                                                                     
 APPENDIX VII                                                        
                                                                     
 
                                                                   
 
VIVENDI                                                            
 
                                                                   
 
SELECTED KEY CONSOLIDATED FINANCIAL DATA FOR THE LAST FIVE YEARS   
 
                                                                   
 
                                                                   
 
(IFRS, audited)                                                    


                                                                                                                                                                                     
                                                                                          Full Year 2012    Full Year 2011    Full Year 2010    Full Year 2009       Full Year 2008  
                                                                                                                                                                                     
                                                                                                                                                                                     
 Consolidated data                                                                                                                                                                   
                                                                                                                                                                                     
 Revenues                                                                                 28,994            28,813            28,878            27,132               25,392          
 EBITA                                                                                    5,283             5,860             5,726             5,390                4,953           
 Earnings attributable to Vivendi SA shareowners                                          164               2,681             2,198             830                  2,603           
 Adjusted net income                                                                      2,550             2,952             2,698             2,585                2,735           
                                                                                                                                                                                     
 Financial Net Debt (a)                                                                   13,419            12,027            8,073             9,566                8,349           
 Total equity                                                                             21,436            22,070            28,173            25,988               26,626          
 of which Vivendi SA shareowners' equity                                                  18,465            19,447            24,058            22,017               22,515          
                                                                                                                                                                                     
 Cash flow from operations, before capital expenditures, net (CFFO before capex, net)     7,872             8,034             8,569             7,799                7,056           
 Capital expenditures, net (capex, net) (b)                                               (4,490)           (3,340)           (3,357)           (2,562)              (2,001)         
 Cash flow from operations (CFFO) (c)                                                     3,382             4,694             5,212             5,237                5,055           
 Financial investments                                                                    (1,795)           (636)             (1,397)           (3,050)              (3,947)         
 Financial divestments                                                                    239               4,701             1,982             97                   352             
                                                                                                                                                                                     
 Dividends paid with respect to previous fiscal year                                      1,245             1,731             1,721             1,639           (d)  1,515           
                                                                                                                                                                                     
                                                                                                                                                                                     
 Per share data                                                                                                                                                                      
                                                                                                                                                                                     
 Weighted average number of shares outstanding (e)                                        1,298.9           1,281.4           1,273.8           1,244.7              1,208.6         
 Adjusted net income per share (e)                                                        1.96              2.30              2.12              2.08                 2.26            
                                                                                                                                                                                     
 Number of shares outstanding at the end of the period (excluding treasury shares) (e)    1,322.5           1,287.4           1,278.7           1,270.3              1,211.6         
 Equity per share, attributable to Vivendi SA shareowners (e)                             13.96             15.11             18.81             17.33                18.58           
                                                                                                                                                                                     
 Dividends per share paid with respect to previous fiscal year                            1.00              1.40              1.40              1.40                 1.30            


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

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

As of December 31, 2009, Vivendi revised its definition of Financial Net Debt to
include certain cash management financial assets whose features do not strictly
comply with the definition of cash equivalents as defined by IAS7 and the AMF`s
position n°2011-13 (in particular, these financial assets may have a maturity of
up to 12 months). Considering that no investment in such assets was made prior
to 2009, the retroactive application of this change in presentation would have
no impact on Financial Net Debt for the relevant periods and the information
presented in respect of the 2008 fiscal year is therefore consistent. 

Financial Net Debt is calculated as the sum of long-term and short-term
borrowings and other long-term and short-term financial liabilities as reported
on the Consolidated Statement of Financial Position, less cash and cash
equivalents as reported on the Consolidated Statement of Financial Position as
well as derivative financial instruments in assets, cash deposits backing
borrowings and certain cash management financial assets (included in the
Consolidated Statement of Financial Position under "financial assets"). 

Financial Net Debt should be considered in addition to, and not as a substitute
for, other GAAP measuresreported on the Consolidated Statement of Financial
Position, as presented in the Appendix V, as well as other measures of
indebtedness reported in accordance with GAAP. Vivendi Management uses Financial
Net Debt for reporting and planning purposes, as well as to comply with certain
debt covenants of Vivendi. 

b. Capex, net corresponds to cash used for capital expenditures, net of proceeds
from sales of property, plant, equipment and intangible assets. 

c. Vivendi considers that the non-GAAP measure cash flow from operations (CFFO)
as a relevant indicator of the group`s operating and financial performance. This
indicator should be considered in addition to, not as substitutes for, other
GAAP measures as reported in Vivendi`s Cash Flow Statement described in the
group`s Consolidated Financial Statements, as presented in the Appendix VI. 

d. The 2008 dividend distribution totaled €1,639 million, of which €904 million
was paid in Vivendi shares (which had no impact on cash) and €735 million was
paid in cash. 

e. The number of shares, adjusted net income per share, and the equity per
share, attributable to Vivendi SA shareowners have been adjusted for all periods
previously published in order to reflect the dilution arising from the grant to
each shareholder on May 9, 2012 of one bonus share for each 30 shares held, in
accordance with IAS 33 - Earnings Per Share.

Vivendi 



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