• Universal Music Group: continued strong performance
  • Canal+ Group: strong international performance and the turnaround in France underway
  • Successful integration of Gameloft

Regulatory News:

Vivendi (Paris:VIV):

          2016 key figures1   Changeyear-on-year  

Change at constant currencyand perimeter2 year-on-year

     
  • Revenues
€10,819 M +0.5% -0.2%               IFRS measures
  • EBIT3
€1,194 M -2.9%  
  • Earnings from continuing operations attributable to Vivendi SA shareowners
€1,236 M +77.0%  
  • Earnings attributable to Vivendi SA shareowners3
  €1,256 M   -35.0%     Adjusted measures4
  • Income from operations3
€853 M -19.6% -18.5%  
  • EBITA3
€724 M -23.2% -21.5%  
  • Adjusted net income3
  €755 M   +8.4%     Cash
  • Net cash position4
€1.1bn
  • Cash flow from operations (CFFO)4
€729M -18.3%
  • Cash flow from operations after interests and taxes (CFAIT)4
 

-€69 M in 2015 and +€341 M in 2016

Return to shareholders €4.2bn
  • Dividends paid
  • Share buyback
€2.6bn   €1.6bn    

Vivendi's Supervisory Board met today under the chairmanship of Vincent Bolloré and reviewed the Group’s Consolidated Financial Statements for the year ended December 31, 2016, which were approved by the Management Board on February 16, 2017.

In the Financial Statements:

- Revenues remained relatively stable at €10.8 billion, reflecting the contrasting results in the Group’s business segments:

  • Strong increase in Universal Music Group’s (UMG) revenues (+4.4% at constant rate and perimeter). UMG’s revenues continued to grow (+3.4%) in the fourth quarter of 2016, despite an unfavorable seasonality effect.
  • Decrease in Canal Group’s revenues (-4.2% at constant rate and perimeter) due to the decline of the performances of the pay-TV segment in France and Studiocanal, even though international operations continued to grow strongly (+6.8%), particularly in Africa (+19.9%).

- EBIT of €1,194 million, down 2.9%.

-Earnings attributable to Vivendi SA shareowners of €1,256 million, down 35%, of which earnings attributable to Vivendi SA shareowners from continuing operations, after non-controlling interests of €1,236 million, up 77.0%.

As of December 31, 2016, the net cash position amounted to €1.1 billion, bearing in mind that the return to shareholders was particularly large in 2016, amounting to €4.2 billion.

Vivendi strategy

Vivendi is building a global content and media group, a very attractive business sector in the 3rd millennium. It owns powerful and complementary assets in this industry, which it gets to work together in order to extract greater value from them. The Group owns the three most widely consumed forms of content in the world: music, video games and audiovisual, and holds leading positions in the three most dynamic sectors of the creative industries: music with Universal Music Group, video games with Gameloft and audiovisual with Canal+ Group.

Alongside its content creation capacity, Vivendi has its own distribution capabilities and, to ensure its content gets maximum exposure, establishes partnerships with telecom operators and invests in digital and physical distribution networks.

The Group therefore relies on two growth drivers: creation and distribution. Producing and distributing relevant content requires in-depth consumer knowledge, data leveraging and supporting the shift to mobile advertising.

This ambitious strategy is made possible thanks to its main shareholder, the family-owned Bolloré Group

(it will hold 29% of voting rights in April 2017), which provides the long-term stability that is needed.

Outlook

In 2017, revenues should increase by more than 5% and, thanks to the measures taken in 2016, EBITA should increase by around 25%.

Dividend and share repurchases

The Management Board confirmed to the Supervisory Board that this year it would propose the distribution of an ordinary dividend of €0.40 per share with respect to 2016. While building a group creating high long-term value, the cash flow generated by Vivendi allows the Group to provide a 2% yield on its shares (2.35% with the closing stock price of February 22, 2017).

Furthermore, the Group may continue to undertake share repurchases depending on market conditions.

Comments on Business Key Financials

Universal Music Group

Universal Music Group’s (UMG) revenues amounted to €5,267 million, up 4.4% at constant currency compared to 2015 (+3.1% on an actual basis), driven by growth across all divisions.

Recorded music revenues grew 2.9% at constant currency thanks to the growth in subscription and streaming revenues (+57.9 %), which more than offset the decline in both download and physical sales.

Music publishing revenues grew 6.7% at constant currency, also driven by increased subscription and streaming revenues, as well as growth in synchronization and performance income.

Merchandising and other revenues were up 16.1% at constant currency thanks to stronger touring activity.

Recorded music best sellers for the year included new releases from Drake, Rihanna, Ariana Grande and The Rolling Stones, as well as carryover sales from Justin Bieber.

UMG’s income from operations amounted to €687 million, up 10.7% at constant currency compared to 2015 (+9.8% on an actual basis). This favorable performance reflected the benefit of both revenue growth and cost savings.

UMG’s EBITA amounted to €644 million, up 9.1% at constant currency compared to 2015 (+8.4% on an actual basis). EBITA included legal settlement income and restructuring charges in 2016 and 2015.

In recent months, UMG entered into several agreements with the estate of the late artist Prince and NPG Records Inc., becoming the home for Prince’s music publishing, merchandise and much of his recorded music. UMG is now the exclusive worldwide publishing administrator for all of the artist's released and unreleased songs and the exclusive worldwide branding and licensing partner. It also holds the exclusive licensing rights to certain of his NPG recordings, including some Grammy-winning songs, as well as the right to compile and release albums from his unreleased recordings.

Canal+ Group

Canal+ Group revenues amounted to €5,253 million, down 4.7% compared to 2015.

Revenues from pay-TV operations in mainland France were down 6.1% year-on-year. This change was primarily due to a decline of the individual subscriber base (down 492,000 year-on-year to 5.25 million subscribers), despite a strong improvement in business performance towards the end of the year following the launch of the new Canal offers in mid-November 2016. Moreover, Canal+ Group entered into agreements with Free and Orange during the fourth quarter of 2016 pursuant to which the Canal TV offer can be included in the set-top boxes of these operators (only the fiber offer for Orange).

Revenues from pay-TV international operations grew by 5.7% compared to 2015, thanks to continued growth in the subscriber base, particularly in Africa where the year-on-year increase amounted to 692,000 to reach nearly 2.8 million subscribers at the end of December 2016.

At the end of December 2016, Canal+ Group had increased its subscriber base to approximately 11.5 million individual subscribers and 2.9 million Free and Orange customers under the aforementioned partnerships.

Advertising revenues from free-to-air channels in mainland France were up 6.9% year-on-year, notably thanks to C8, which was the most watched DTT channel in France and the fifth most watched channel overall at the end of 2016. Among its primary target audience of 25-49 year old, C8 was the fourth most watched French channel with an average share of 4.4% in 2016.

Studiocanal's revenues amounted to €416 million, down 26.1% compared to the record high achieved in 2015, which benefited from exceptional performances with the success of several movies, including Paddington, Shaun the Sheep, Imitation Game, Legend and Hunger Games.

Canal+ Group's income from operations amounted to €303 million, compared to €542 million in 2015, and EBITA amounted to €240 million, compared to €454 million in 2015. This change was mainly due to the decline in the individual subscriber base in mainland France (excluding wholesale agreements) and content investments.

EBITA from Canal+ channels in France5 amounted to a €399 million loss, compared to a €264 million loss in 2015.

Gameloft

Gameloft’s revenues amounted to €132 million for the second half of 2016. As a reminder, Vivendi has fully consolidated Gameloft since June 29, 2016; Gameloft’s revenues amounted to €125 million for the first half of 2016.

Gameloft’s dynamic growth accelerated compared to the first half of 2016. Gameloft’s operations in the second half of the year were notably driven by the strong development of its mobile advertising agency, Gameloft Advertising Solutions. The continued long-term success of games such as Asphalt 8: Airborne, Dungeon Hunter 5, Dragon Mania Legends, March of Empires and Modern Combat 5: Blackout and the successful launch of Disney Magic Kingdoms in 2016 also contributed to a strong second half performance. Gameloft benefited from improved monetization of services for existing games and from a more efficient and targeted user acquisition policy. Year-end was especially dynamic for Gameloft, with sales reaching a historic high of €69 million for the fourth quarter of 2016.

The games released in 2016 accounted for 14% of Gameloft’s sales during the second half of 2016. Disney Magic Kingdoms in particular has been a stand out since its launch by Gameloft in March 2016, notably in Japan where the game, which is distributed in partnership with GungHo, was the most downloaded game on iOS and Google Play upon its release.

During the second half of 2016, two thirds of Gameloft’s sales were generated by internally developed franchises which continue to grow as a percentage of sales. Gameloft franchises represented 57% of sales in 2013, 60% in 2014, 64% in 2015, and 67% in the second half of 2016. The goal is to continue to create new franchises every year and, at the same time, to strengthen the appeal of the existing franchises.

Gameloft’s income from operations amounted to €10 million for the second half of 2016 thanks to a sharp increase in revenues and fewer operating costs. The income from operations’ margin stood at 7.6%, a level that Gameloft had not achieved since the second half of 2013.

Gameloft’s EBITA amounted to €7 million for the second half of 2016.

Vivendi Village

Vivendi Village’s revenues amounted to €111 million, a 10.9% increase compared to 2015 (+14.7% at constant currency and +3.8% at constant currency and perimeter). Over the same period, Vivendi Village’s income from operations and EBITA amounted to losses of €7 million and €9 million, respectively. Vivendi Village continues to serve as a lab for experimentation and a launch pad for new projects for the entire Group thanks in particular to the flexibility offered by small organizational structures.

Vivendi Ticketing generated revenues of €52 million in 2016 and significantly improved its income from operations (+11.8% compared to 2015).

MyBestPro (web-based expert counseling) continued to perform well in 2016 with an 11.3% increase in revenues and a 23.5% increase in income from operations compared to 2015.

Despite a difficult environment following the November 2016 Paris bombings, L’Olympia almost maintained the same level of revenues in 2016 as the year before by increasing its initiatives, in particular partnerships and events. The Théâtre de L’Œuvre in Paris was re-launched in October 2016 with an original program line-up.

Since early 2017, Olympia Production has coproduced the ambitious tour of Slimane, the 2016 winner of the The Voice France. CanalOlympia has successfully opened three new cinema and entertainment venues in Africa since the beginning of the year and will open a fourth one in Burkina Faso on February 24, 2017.

New Initiatives: Dailymotion and Vivendi Content

Revenues generated by New Initiatives, which groups together Dailymotion (since June 30, 2015) and Vivendi Content, amounted to €103 million, compared to €43 million in 2015.

Dailymotion, a global video platform with 300 million unique users per month and 3 billion video views, began a major transformation plan in 2016. Over the past few months, Dailymotion has strengthened its technical infrastructure, optimized its monetization tools, improved the quality of its audience and taken measures to remove explicit content incompatible with its new premium positioning. Dailymotion intends to offer its users a new experience allowing them to better discover and watch videos, including live videos, directly related to their individual interests and desires. To do this, Dailymotion will rely on the content provided by the hundreds of contributors (publishers, media groups) around the world with whom it has established partnerships. This new experience will be available in the second quarter of 2017, with the worldwide launch of a completely revamped user interface for all screen types, particularly mobile screens, which will mark an important step in Dailymotion’s transformation.

Vivendi Content is a business dedicated to developing new content formats aimed at an international audience in close collaboration with the Group’s other businesses. It includes Studio+, an offer of short premium digital series specifically designed for mobile devices which was launched in Latin America and Europe during the fourth quarter of 2016, and Vivendi Entertainment which produces original formats for television shows. Vivendi Content also includes the Group’s initiatives in the field of e-sports.

New Initiatives’ income from operations amounted to a €44 million loss in 2016, compared to an €18 million loss in 2015.

EBITA amounted to a €56 million loss, compared to a €20 million loss in 2015.

Notes1 In compliance with IFRS 5, GVT (sold in 2015), has been reported as a discontinued operation. In practice, income and charges from this business have been reported as follows:

  • GVT’s contribution, until its effective divestiture on May 28, 2015, to each line of Vivendi’s Consolidated Statement of Earnings has been reported on the line “Earnings from discontinued operations”; and
  • the share of net income and the capital gain recognized as a result of the divestiture have been excluded from Vivendi’s adjusted net income.

2 Constant perimeter reflects the impacts of the acquisitions of Dailymotion on June 30, 2015, Radionomy on December 17, 2015, Alterna’TV (Thema America) on April 7, 2016, Gameloft on June 29, 2016 and the licence of the Paddington Bear on June 30, 2016.3 A reconciliation of EBIT to EBITA and to income from operations, as well as a reconciliation of earnings attributable to Vivendi SA shareowners to adjusted net income, are presented in Appendix IV.4 Non-GAAP measures.5 Relates to the six premium channels: Canal+, Canal+ Cinéma, Canal+ Sport, Canal+ Séries, Canal+ Family and Canal+ Décalé.

Note: This press release contains audited consolidated earnings established under IFRS, which were approved by Vivendi’s Management Board on February 16, 2017, reviewed by the Vivendi Audit Committee February 20, 2017, and by Vivendi’s Supervisory Board on February 23, 2017.

For additional information, please refer to the “Financial Report and audited Consolidated Financial Statements for the year ended December 31, 2016” which will be released later online on Vivendi’s website (www.vivendi.com).

About VivendiVivendi is an integrated media and content group. The company operates businesses throughout the media value chain, from talent discovery to the creation, production and distribution of content. Universal Music Group is engaged in recorded music, music publishing and merchandising. It owns more than 50 labels covering all genres. Canal+ Group is engaged in pay-TV in France, as well as in Africa, Poland and Vietnam. Its subsidiary Studiocanal is a leading European player in production, sales and distribution of movies and TV series. Gameloft is a worldwide leader in mobile games, with 2 million games downloaded per day.Vivendi Village, groups together Vivendi Ticketing (in the United Kingdom, the United States and France), MyBestPro (expert counseling), Watchever (subscription streaming services), Radionomy (digital radio), the venues L’Olympia and Theâtre de L‘Œuvre in Paris, and CanalOlympia in Africa, as well as Olympia Production. With 3 billion videos viewed each month, Dailymotion is one of the biggest video content aggregation and distribution platforms in the world. www.vivendi.com, www.cultureswithvivendi.com

Important DisclaimersCautionary 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 and the payment of dividends and distributions, as well as share repurchases. 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 of the Group filed by Vivendi with the Autorité des Marchés Financiers (the 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 readers against relying on such forward looking statements. These forward-looking statements are made as of the date of this press release. 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

Speakers:Arnaud de PuyfontaineChief Executive OfficerHervé PhilippeMember of the Management Board and Chief Financial Officer

Date: Thursday February 23, 20176:00pm Paris time – 5:00pm London time – 12:00pm New York time

Media invited on a listen-only basis.The conference will be held in English.

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

Numbers to dial:UK +44 (0)330 336 9105US +1 719-457-2086France +33 (0) 1 76 77 22 74Access code : 727 93 21 (EN) / 427 42 74 (FR)

Numbers for replay:UK +44 (0) 207 984 7568US +1 719-457-0820France +33 (0) 1 70 48 00 94Access code : 727 93 21(EN) / 427 42 74 (FR)

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

CONSOLIDATED STATEMENT OF EARNINGS

(IFRS, audited)

                Three months ended December 31,

%Change

Year ended December 31,

%Change

2016   2015 2016   2015 3,107 3,147 - 1.2% Revenues 10,819 10,762 + 0.5% (2,112) (1,959) Cost of revenues (6,829) (6,555) (903) (944) Selling, general and administrative expenses excluding amortization of intangible assets acquired through business combinations (3,172) (3,163) (32) (37) Restructuring charges (94) (102) (55) (104) Amortization of intangible assets acquired through business combinations (223) (408) (23) (2) Impairment losses on intangible assets acquired through business combinations (23) (3) - - Reversal of reserve related to the Liberty Media litigation in the United States 240 - 4 34 Other income 661 745 (70) (7) Other charges (185) (45) (84) 128 na EBIT 1,194 1,231 - 2.9% 81 (3) Income from equity affiliates 169 (10) (13) (6) Interest (40) (30) 19 17 Income from investments 47 52 8 1 Other financial income 31 16 (29) 9 Other financial charges (69) (73) (18) 146 na Earnings from continuing operations before provision for income taxes 1,332 1,186 + 12.3% 73 - Provision for income taxes (77) (441) 55 146 - 62.2% Earnings from continuing operations 1,255 745 + 68.4% 22 (3) Earnings from discontinued operations 20 1,233 77 143 - 46.8% Earnings 1,275 1,978 - 35.6% 4 (1) Non-controlling interests (19) (46) 81 142 - 43.4% Earnings attributable to Vivendi SA shareowners 1,256 1,932 - 35.0% 59 145 - 59.1% of which earnings from continuing operations attributable to Vivendi SA shareowners 1,236 699 + 77.0%   0.06 0.10 Earnings attributable to Vivendi SA shareowners per share - basic (in euros) 0.99 1.42 0.05 0.10 Earnings attributable to Vivendi SA shareowners per share - diluted (in euros) 0.95 1.41

In millions of euros, except per share amounts.

na: not applicable.

Nota:

As a reminder, GVT (sold in 2015) has been reported as a discontinued operation in compliance with IFRS 5. In practice, income and charges from this business has been reported as follows:

  • GVT’s contribution, until its effective divestiture on May 28, 2015, to each line of Vivendi’s Consolidated Statement of Earnings as well as any capital gain recognized has been reported on the line “Earnings from discontinued operations”; and
  • the share of net income and the capital gain recognized as a result of such divestiture have been excluded from Vivendi’s adjusted net income.

For any additional information, please refer to the “Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2016“, which will be released online later on Vivendi’s website (www.vivendi.com).

APPENDIX II

VIVENDI

ADJUSTED STATEMENT OF EARNINGS

(IFRS, audited)

                Three months ended December 31,

%Change

Year ended December 31,

%Change

2016   2015 2016   2015 3,107 3,147 - 1.2% Revenues 10,819   10,762 + 0.5% 123 304 - 59.7% Income from operations 853 1,061 - 19.6% 60 207 - 71.4% EBITA 724 942 - 23.2% 74 (3) Income from equity affiliates 214 (10) (13) (6) Interest (40) (30) 19 17 Income from investments 47 52 140 215 - 34.9% Adjusted earnings from continuing operations before provision for income taxes 945 954 - 1.0% (13) (15) Provision for income taxes (162) (199) 127 200 - 36.9% Adjusted net income before non-controlling interests 783 755 + 3.6% 3 (4) Non-controlling interests (28) (58) 130 196 - 33.8% Adjusted net income 755 697 + 8.4%   0.10 0.14 Adjusted net income per share - basic (in euros) 0.59 0.51 0.10 0.14 Adjusted net income per share - diluted (in euros) 0.54 0.51

In millions of euros, except per share amounts.

The reconciliation of EBIT to EBITA and to income from operations, as well as of earnings attributable to Vivendi SA shareowners to adjusted net income is presented in the Appendix IV.

APPENDIX III

VIVENDI

REVENUES, INCOME FROM OPERATIONS AND EBITA

BY BUSINESS SEGMENT

(IFRS, audited)

    Three months ended December 31, (in millions of euros) 2016   2015   % Change  

% Change atconstantcurrency

 

% Change atconstantcurrency andperimeter (a)

Revenues Universal Music Group 1,644 1,616 +1.7% +3.4% +3.4% Canal+ Group 1,351 1,479 -8.6% -8.0% -8.2% Gameloft 69 - na na na Vivendi Village 33 27 +22.9% +29.3% +19.2% New Initiatives 27 25 +4.3% +4.3% +4.3% Elimination of intersegment transactions (17) - x 8,8 x 8,8 x 8,8 Total Vivendi 3,107 3,147 -1.2% +0.1% -2.4%   Income from operations Universal Music Group 296 348 -15.0% -14.6% -14.6% Canal+ Group (136) (12) x 11.1 x 11.2 x 11.2 Gameloft 6 - na na na Vivendi Village 2 1 x 2.2 x 3.1 x 3.4 New Initiatives (19) (8) x 2.2 x 2.2 x 2.2 Corporate (26) (25) -8.5% -8.1% -8.1% Total Vivendi 123 304 -59.7% -58.8% -61.4%   EBITA Universal Music Group 291 334 -13.0% -12.9% -12.9% Canal+ Group (187) (96) -94.4% -95.9% -96.5% Gameloft 5 - na na na Vivendi Village - 1 na na na New Initiatives (21) (10) x 2.1 x 2.1 x 2.1 Corporate (28) (22) -29.4% -28.9% -28.9% Total Vivendi 60 207 -71.4% -70.6% -73.5%

APPENDIX III (Cont’d)

VIVENDI

REVENUES, INCOME FROM OPERATIONS AND EBITA

BY BUSINESS SEGMENT

(IFRS, audited)

    Year ended December 31, (in millions of euros) 2016   2015   % Change  

% Change atconstantcurrency

 

% Change atconstantcurrency andperimeter (a)

Revenues         Universal Music Group 5,267 5,108 +3.1% +4.4% +4.4% Canal+ Group 5,253 5,513 -4.7% -4.1% -4.2% Gameloft 132 - na na na Vivendi Village 111 100 +10.9% +14.7% +3.8% New Initiatives 103 43 x 2.4 x 2.4 +51.6% Elimination of intersegment transactions (47) (2) na na na Total Vivendi 10,819 10,762 +0.5% +1.5% -0.2%   Income from operations Universal Music Group 687 626 +9.8% +10.7% +10.7% Canal+ Group 303 542 -44.1% -44.0% -44.2% Gameloft 10 - na na na Vivendi Village (7) 10 na na na New Initiatives (44) (18) x 2.4 x 2.4 -78.0% Corporate (96) (99) +2.3% +2.3% +2.3% Total Vivendi 853 1,061 -19.6% -18.8% -18.5%   EBITA Universal Music Group 644 593 +8.4% +9.1% +9.1% Canal+ Group 240 454 -47.1% -46.9% -47.1% Gameloft 7 - na na na Vivendi Village (9) 9 na na na New Initiatives (56) (20) x 2.8 x 2.8 x 2.2 Corporate (102) (94) -8.4% -8.4% -8.4% Total Vivendi 724 942 -23.2% -22.5% -21.5%

na: not applicable.

a. Constant perimeter reflects the impacts of the following acquisitions:

  • Alterna’TV, renamed Thema America (April 7, 2016) and Paddington (June 30, 2016) by Canal+ Group;
  • Gameloft (June 29, 2016);
  • Radionomy within Vivendi Village (December 17, 2015); and
  • Dailymotion within New Initiatives (June 30, 2015).

The reconciliation of EBIT to EBITA and to income from operations is presented in the Appendix IV.

APPENDIX IV

VIVENDI

RECONCILIATION OF NON-GAAP MEASURES

IN STATEMENT OF EARNINGS

(IFRS, audited)

Income from operations, adjusted earnings before interest and income taxes (EBITA), 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. Vivendi considers these to be relevant indicators of the group’s operating and financial performance. Vivendi Management uses income from operations, EBITA and adjusted net income for reporting, management and planning purposes because they provide a better illustration of the underlying performance of continuing operations by excluding most non-recurring and non-operating items.

    Year ended December 31, (in millions of euros) 2016   2015 EBIT (a) 1,194 1,231 Adjustments Amortization of intangible assets acquired through business combinations 223 408 Impairment losses on intangible assets acquired through business combinations (a) 23 3 Reversal of reserve related to the Liberty Media litigation in the United States (a) (240) - Other income (a) (661) (745) Other charges (a) 185 45 EBITA 724 942 Adjustments Restructuring charges (a) 94 102 Charges related to equity-settled share-based compensation plans 14 16 Other non-current operating charges and income 21 1 Income from operations 853 1,061     Year ended December 31, (in millions of euros) 2016   2015 Earnings attributable to Vivendi SA shareowners (a) 1,256 1,932 Adjustments Amortization of intangible assets acquired through business combinations 223 408 Impairment losses on intangible assets acquired through business combinations (a) 23 3 Reversal of reserve related to the Liberty Media litigation in the United States (a) (240) - Other income (a) (661) (745) Other charges (a) 185 45 Amortization of intangible assets related to equity affiliates 45 - Other financial income (a) (31) (16) Other financial charges (a) 69 73 Earnings from discontinued operations (a) (20) (1,233) Change in deferred tax asset related to Vivendi SA's French Tax Group and to the Consolidated Global Profit Tax Systems (33) 42 Income taxes related to the sale of the 20% interest in Numericable-SFR - 124 Net income taxes related to the sales of GVT and Telefonica Brasil shares - 63 Non-recurring items related to provision for income taxes 16 145 Provision for income taxes on adjustments (68) (132) Non-controlling interests on adjustments (9) (12) Adjusted net income 755 697

As reported in the Consolidated Statement of Earnings.

APPENDIX V

VIVENDI

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(IFRS, audited)

        (in millions of euros) December 31, 2016 December 31, 2015 ASSETS Goodwill 10,987 10,177 Non-current content assets 2,169 2,286 Other intangible assets 310 224 Property, plant and equipment 671 737 Investments in equity affiliates 4,416 3,435 Non-current financial assets 3,900 4,132 Deferred tax assets 752 622 Non-current assets 23,205 21,613   Inventories 123 117 Current tax receivables 536 653 Current content assets 1,054 1,088 Trade accounts receivable and other 2,273 2,139 Current financial assets 1,102 1,111 Cash and cash equivalents 4,072 8,225 Current assets 9,160 13,333     TOTAL ASSETS 32,365 34,946   EQUITY AND LIABILITIES Share capital 7,079 7,526 Additional paid-in capital 4,238 5,343 Treasury shares (473) (702) Retained earnings and other 8,539 8,687 Vivendi SA shareowners' equity 19,383 20,854 Non-controlling interests 229 232 Total equity 19,612 21,086   Non-current provisions 1,785 2,679 Long-term borrowings and other financial liabilities 2,977 1,555 Deferred tax liabilities 726 705 Other non-current liabilities 126 105 Non-current liabilities 5,614 5,044   Current provisions 356 363 Short-term borrowings and other financial liabilities 1,104 1,383 Trade accounts payable and other 5,614 6,737 Current tax payables 65 333 Current liabilities 7,139 8,816   Total liabilities 12,753 13,860     TOTAL EQUITY AND LIABILITIES 32,365 34,946

APPENDIX VI

VIVENDI

CONSOLIDATED STATEMENT OF CASH FLOWS

(IFRS, audited)

    Year ended December 31, (in millions of euros) 2016   2015 Operating activities EBIT 1,194 1,231 Adjustments (203) (38) Content investments, net (55) 157 Gross cash provided by operating activities before income tax paid 936 1,350 Other changes in net working capital (7) (226) Net cash provided by operating activities before income tax paid 929 1,124 Income tax (paid)/received, net (271) (1,037) Net cash provided by operating activities of continuing operations 658 87 Net cash provided by operating activities of discontinued operations - 153 Net cash provided by operating activities 658 240   Investing activities Capital expenditures (235) (247) Purchases of consolidated companies, after acquired cash (553) (359) Investments in equity affiliates (772) (19) Increase in financial assets (2,759) (3,549) Investments (4,319) (4,174) Proceeds from sales of property, plant, equipment and intangible assets 2 1 Proceeds from sales of consolidated companies, after divested cash 3 4,032 Disposal of equity affiliates 1 268 Decrease in financial assets 1,967 4,713 Divestitures 1,973 9,014 Dividends received from equity affiliates 8 5 Dividends received from unconsolidated companies 25 9 Net cash provided by/(used for) investing activities of continuing operations (2,313) 4,854 Net cash provided by/(used for) investing activities of discontinued operations - (262) Net cash provided by/(used for) investing activities (2,313) 4,592   Financing activities Net proceeds from issuance of common shares in connection with Vivendi SA's share-based compensation plans 81 273 Sales/(purchases) of Vivendi SA's treasury shares (1,623) (492) Distributions to Vivendi SA's shareowners (2,588) (2,727) Other transactions with shareowners (3) (534) Dividends paid by consolidated companies to their non-controlling interests (34) (46) Transactions with shareowners (4,167) (3,526) Setting up of long-term borrowings and increase in other long-term financial liabilities 2,101 8 Principal payment on long-term borrowings and decrease in other long-term financial liabilities (16) (2) Principal payment on short-term borrowings (557) (126) Other changes in short-term borrowings and other financial liabilities 260 6 Interest paid, net (40) (30) Other cash items related to financial activities (77) 106 Transactions on borrowings and other financial liabilities 1,671 (38) Net cash provided by/(used for) financing activities of continuing operations (2,496) (3,564) Net cash provided by/(used for) financing activities of discontinued operations - 69 Net cash provided by/(used for) financing activities (2,496) (3,495)   Foreign currency translation adjustments of continuing operations (2) 3 Foreign currency translation adjustments of discontinued operations - (8) Change in cash and cash equivalents (4,153) 1,332 Reclassification of discontinued operations' cash and cash equivalents - 48   Cash and cash equivalents     At beginning of the period 8,225 6,845 At end of the period 4,072 8,225

Nota : As a reminder, in compliance with IFRS 5, GVT (sold on May 28, 2015) has been reported as a discontinued operation.

APPENDIX VII

VIVENDI

SELECTED KEY CONSOLIDATED FINANCIAL DATA FOR THE LAST FIVE YEARS

(IFRS, audited)

Vivendi deconsolidated GVT, SFR, Maroc Telecom group and Activision Blizzard as from May 28, 2015, November 27, 2014, May 14, 2014, and October 11, 2013, respectively, i.e., the date of their effective sale by Vivendi. In compliance with IFRS 5, these businesses have been reported as discontinued operations for the relevant periods as set out in the table of selected key consolidated financial data below in respect of data reflected in the Consolidated Statement of Earnings and Consolidated Statement of Cash Flows.

    Year ended December 31,   2016 2015 2014 2013   2012  

Consolidated data

  Revenues 10,819 10,762 10,089 10,252 9,597   EBIT 1,194 1,231 736 637 (1,131) Earnings attributable to Vivendi SA shareowners 1,256 1,932 4,744 1,967 179 of which earnings from continuing operations attributable to Vivendi SA shareowners 1,236 699 (290) 43 (1,565)   Income from operations (a) 853 1,061 1,108 1,131 na EBITA (a) 724 942 999 955 1,074 Adjusted net income (a) 755 697 626 454 318   Net Cash Position/(Financial Net Debt) (a) 1,068 6,422 4,637 (11,097) (13,419) Total equity 19,612 21,086 22,988 19,030 21,291 of which Vivendi SA shareowners' equity 19,383 20,854 22,606 17,457 18,325   Cash flow from operations (CFFO) (a) 729 892 843 894 846 Cash flow from operations after interest and income tax paid (CFAIT) (a) 341 (69) 421 503 772 Financial investments (4,084) (3,927) (1,244) (107) (1,689) Financial divestments 1,971 9,013 17,807 3,471 201   Dividends paid by Vivendi SA to its shareholders 2,588 (b) 2,727 (c) 1,348 (d) 1,325 1,245 Purchases/(sales) of Vivendi SA's treasury shares 1,623 492 32 - 18                        

Per share data

  Weighted average number of shares outstanding 1,272.6 1,361.5 1,345.8 1,330.6 1,298.9 Adjusted net income per share 0.59 0.51 0.46 0.34 0.24   Number of shares outstanding at the end of the period (excluding treasury shares) 1,259.5 1,342.3 1,351.6 1,339.6 1,322.5 Equity per share, attributable to Vivendi SA shareowners 15.39 15.54 16.73 13.03 13.86   Dividends per share paid 2.00 (b) 2.00 (c) 1.00 (d) 1.00 1.00

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

na: not applicable.

a. The non-GAAP measures of Income from operations, EBITA, Adjusted net income, Net Cash Position (or Financial Net Debt), Cash flow from operations (CFFO) and Cash flow from operations after interest and income tax paid (CFAIT) should be considered in addition to, and not as a substitute for, other GAAP measures of operating and financial performance as presented in the Consolidated Financial Statements and the related Notes, or as described in this Financial Report. Vivendi considers these to be relevant indicators of the group’s operating and financial performance. Each of these indicators is defined in the appropriate section of this Financial Report or in its Appendix. In addition, it should be noted that other companies may have definitions and calculations for these indicators that differ from those used by Vivendi, thereby affecting comparability.

b. On April 21, 2016, Vivendi’s General Shareholders’ Meeting approved the payment of an ordinary dividend of €3 per share with respect to fiscal year 2015, i.e., an aggregate dividend payment of €3,951 million. This amount included €2,588 million paid in 2016: €1,318 million for the second interim dividend of €1 per share, paid on February 3, 2016, and €1,270 million representing the balance of €1 per share, paid on April 28, 2016.

c. In 2015, Vivendi paid the dividend with respect to fiscal year 2014 (€1 per share, i.e., €1,363 million) and a first interim dividend with respect to fiscal year 2015 (€1 per share, i.e., €1,364 million).

d. On June 30, 2014, Vivendi SA paid an ordinary dividend of €1 per share to its shareholders from additional paid-in capital, treated as a return of capital distribution to shareholders.

VivendiMediaParisJean-Louis Erneux, +33 (0)1 71 71 15 84Solange Maulini, +33 (0) 1 71 71 11 73orLondonTim Burt (Teneo Strategy), +44 20 7240 2486orInvestor RelationsParisLaurent Mairot, +33 (0) 1 71 71 35 13Julien Dellys, +33 (0) 1 71 71 13 30

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