Vivendi Reports Strong Growth of Adjusted Net Income for the First Nine Months (+16.3%) and the Third Quarter (+28.2%).

PARIS -- Note: This press release contains consolidated unaudited earnings established under IFRS. Vivendi has made changes, as of June 30 2006, to the presentation of its consolidated statement of earnings and its consolidated statement of cash flows as well as the operating performances of its business segments and of the Group. Those changes are detailed in Appendix I.

First Nine Months of 2006

* Earnings, attributable to equity holders of the parent, of [euro]3,423 million, an increase of 79.9 %.

* Adjusted net income(1) , attributable to equity holders of the parent, of [euro]2,109 million, a 16.3 % increase.

* Adjusted earnings before interest and income taxes(2) (EBITA) of [euro]3,648 million, an increase of 14.4 % on a comparable basis(3), due to the good performance of all business units, which all have increasing profits.

* Increased operating margin.

Third Quarter of 2006

* Earnings, attributable to equity holders of the parent, of [euro]1,561 million, an increase of 141.6 %.

* Adjusted net income, attributable to equity holders of the parent, of [euro]731 million, a 28.2 % increase.

* Adjusted earnings before interest and income taxes (EBITA) of [euro]1,300 million, an increase of 20.9 % on a comparable basis, thanks to the good performance of each business unit.

Vivendi confirms the guidance for its 2006 adjusted net income, attributable to equity holders of the parent, of at least a 16% increase, with a dividend distribution rate of a minimum of 50% of adjusted net income.

Adjusted net income, attributable to equity holders of the parent, should reach [euro]2.6 billion.

Comments on Vivendi's First Nine Months of 2006 Earnings

Revenues increased to [euro]14,499 million compared to [euro]14,005 million for the first nine months of 2005, representing an increase of [euro]494 million (+ 3.5%).

On a comparable basis, revenues amounted to [euro]14,462 million compared to [euro]13,896 million, an increase of 4.1% (+3.6% at constant currency). All of the Group's businesses contributed to this improvement.

EBITA totaled [euro]3,648 million compared to [euro]3,196 million for the first nine months of 2005. On a comparable basis, EBITA was up [euro]459 million, representing an increase of 14.4% (+14.1% at constant currency), to reach [euro]3,648 million (compared to [euro]3,189 million for the first nine months of 2005). For the first nine months of 2006, each business unit generated positive and growing EBITA.

Operating margin (EBITA on revenues) rate was at 25.2% in 2006 versus 22.8% in 2005.

Income from equity affiliates totaled [euro]245 million compared to [euro]225 million for the first nine months of 2005, representing an increase of [euro]20 million. Income from NBC Universal's earnings amounted to [euro]216 million for the first nine months of 2006 compared to [euro]255 million for the same period in 2005.

Other financial charges and income included an income of [euro]218 million compared to [euro]271 million for the first nine months of 2005, representing a [euro]53 million decrease. For the first nine months of 2006, they mainly included the capital gain on the sale of Veolia Environnement shares ([euro]834 million), offset by the capital losses incurred on the PTC shares ([euro]496 million) and on the sale of the DuPont shares ([euro]98 million). For the same period in 2005, they mainly included the positive impact of the unwinding of InterActiveCorp's interest in VUE ([euro]194 million).

Provision for income taxes resulted in an income of [euro]518 million, compared to a charge of [euro]537 million for the first nine months of 2005. Items included in this amount are the gain related to the settlement of the DuPont litigation ([euro]1,019 million) and the tax savings generated by the Consolidated Global Profit Tax System ([euro]447 million compared to [euro]391 million for the same period in 2005).

Earnings attributable to equity holders of the parent amounted to [euro]3,423 million (basic earnings per share of [euro]2.97 and [euro]2.94 on a diluted basis), compared to [euro]1,903 million for the first nine months of 2005 (basic earnings per share of [euro]1.66 and [euro]1.64 on a diluted basis), representing an increase of 79.9%.

Adjusted net income attributable to equity holders of the parent amounted to [euro]2,109 million (basic adjusted earnings per share of [euro]1.83 and [euro]1.81 on a diluted basis), compared to [euro]1,813 million for the first nine months of 2005 (basic adjusted earnings per share of [euro]1.58 and [euro]1.57 on a diluted basis), representing an increase of 16.3%.

The difference between earnings attributable to equity holders of the parent and adjusted net income attributable to equity holders of the parent is [euro]1,314 million, and mainly includes the gain related to the settlement of the tax dispute on the DuPont shares ([euro]921 million), the capital gain generated on the sale of the Veolia Environnement shares ([euro]834 million), offset by the capital loss incurred on the PTC shares (-[euro]496 million).

Vivendi's Business Units: Comments on First Nine Months and Third Quarter of 2006 EBITA

Universal Music Group (UMG)

First nine months

Universal Music Group's (UMG's) EBITA of [euro]433 million was 18.6% higher than the same period last year as the result of the improved margins from higher sales and a favorable sales mix, as well as the settlement of the Napster litigation and the recovery of a cash deposit in the TVT lawsuit offsetting increased marketing and artist and repertoire (A&R) costs.

Third quarter

UMG's EBITA of [euro]138 million was 11.3% above the same period last year as the result of higher margins and the settlement of the Napster litigation partly offset by an increase in bad debt reserves, primarily in the U.S.

Vivendi Games

First nine months

Vivendi Games' EBITA of [euro]86 million was 186.7% above the same period of the prior year (up 179.2% on a constant currency basis). This significant improvement was driven by growth in revenues, with an increased proportion relating to the higher margin of the World of Warcraft business. EBITA was also impacted by start up investments for the Sierra Online and Vivendi Games Mobile divisions.

Third quarter

Vivendi Games' EBITA of [euro]24 million was 118.2% above the same period of the prior year (up 118.0% on a constant currency basis). This significant improvement was driven by growth in revenues, with an increased proportion relating to the higher margin of the World of Warcraft business. EBITA was also impacted by start up investments for the Sierra Online and Vivendi Games Mobile divisions.

Canal+ Group

First nine months

Canal+ Group's EBITA was [euro]338 million, up [euro]43 million compared to the same period last year. On a comparable basis4, EBITA was up [euro]50 million, or 17.4% compared to the same period last year.

This increase reflects the strong growth of pay-TV operations which were up [euro]47 million. Growth of portfolio (subscriptions up nearly 270,000 compared to end of September 2005) and revenue per subscriber has more than offset extra costs linked to the new, exclusive soccer contract.

EBITA from other operations was up [euro]3 million on a comparable basis, mainly due to strong performance of Canal+ in Poland.

Third quarter

Canal+ Group's EBITA was [euro]148 million, up [euro]51 million compared to the same period last year. This performance (up 52.6% on a comparable basis compared to the same period last year) is due to growth in pay-TV operations in France, which mainly benefited from strong portfolio additions and increased revenue per subscriber. EBITA was also favourably impacted by calendar timing of French Ligue 1 soccer.

EBITA from other operations have been impacted negatively by StudioCanal, mainly due to lower revenues from the Working Title deal.

SFR

First nine months

SFR's EBITA rose by 3.1% to [euro] 2,095 million. EBITA growth mainly reflected a 0.8% growth in network revenues, a 0.7 percentage point reduction in customer acquisition and retention costs to 9.4% of network revenues, as well as a strict control of other costs and despite the increase of the GSM license cost (renewed in April 2006 with a new tax of 1% of revenues).

Third quarter

SFR's EBITA rose by 2% to [euro]706 million due to strong cost controls and despite the increase of the GSM license cost.

Maroc Telecom

First nine months

Maroc Telecom's EBITA amounted to [euro]691 million, increasing by 18.5% compared to the same period in 2005 (+17.7% at constant currency).

This performance was derived from the growth in revenue (11.8% at constant currency) and cost control, in particular acquisition costs in a context of steady growth of the mobile and ADSL customer base5 6.

This result also includes a [euro]30 million provision, recorded in June 2006, for a new voluntary leave plan (comparable to the provision accounted for at the end of September 2005).

Third quarter

Maroc Telecom's EBITA amounted to [euro]281 million increasing by 21.6% compared to the same period in 2005 (+22.6% at constant currency).

Important disclaimer

This press release contains forward-looking statements with respect to the financial condition, results of operations, business, strategy and plans of Vivendi. 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 described in the documents Vivendi filed with the Autorite des Marches Financiers (French securities regulator) and which are also available in English on our web site (www.vivendi.com). Investors and security holders may obtain a free copy of documents filed by Vivendi with the Autorite des Marches Financiers at www.amf-france.org, or directly from Vivendi. The present forward-looking statements are made as of the date of the present 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.

ANALYST CONFERENCE

Speakers:
      Jacques Espinasse
      Member of the Management Board and Chief Financial Officer

Date: Thursday, November 16, 2006
      2:30 PM Paris time - 1:30 PM London time - 8:30 AM New York time
      Media invited on a listen-only basis

Numbers to dial:
      Dial-in (France): [phone]
      Dial-in (UK): [phone]
      Dial-in (US): [phone] and 1 866 239 0753 (toll-free)

Internet: The conference can be followed on the Internet at
http://www.vivendi.com/ir
The slides of the presentation will also be available online.
A replay service will be available for 14 days.
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Comparable basis essentially illustrates the effect of the divestitures or abandonment of operations that occurred in 2005 and 2006 (mainly NC NumericEoble in 2005 and the Paris Saint-Germain soccer club (PSG) in 2006 at Canal+ Group, and Annuaire Express SFR's phone directory activities in 2005) and includes the full consolidation of stakes in distribution subsidiaries at SFR as if these transactions had occurred as at January 1, 2005. Comparable basis results are not necessarily indicative of the results that would have occurred had the events actually occurred at the beginning of 2005.

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na*: not applicable.

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na*: not applicable.

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Vivendi considers adjusted net income, attributable to equity holders of the parent, a non-GAAP measure, as a relevant indicator of the Group's operating and financial performance. Vivendi Management uses adjusted net income, attributable to equity holders of the parent, because it provides a better illustration of the performance of continuing operations excluding most non-recurring and non-operating items.

Following the adoption of EBITA as the key operating performance measure of the business segments, Vivendi Management decided to change the method for calculating adjusted net income, by excluding amortization of intangible assets acquired through business combinations. Adjusted net income, attributable to equity holders of the parent, includes the following items: EBITA, income from equity affiliates, interest, income from investments, including dividends received from unconsolidated interests, as well as interest collected on advances to equity affiliates and loans to unconsolidated interests, as well as taxes and minority interests related to these items. It does not include the following items: impairment losses of goodwill and other intangibles acquired through business combinations, henceforth, the amortization of intangibles acquired through business combinations, other financial charges and income, earnings from discontinued operations, provision for income taxes and minority interests relating to these adjustments, as well as non-recurring tax items (notably the change in deferred tax assets relating to the Consolidated Global Profit Tax System, and the reversal of tax liabilities relating to tax years no longer open to audit or having been settled with the tax authorities).

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1 Adjusted net income, attributable to equity holders of the parent, is detailed in Appendix V.

2 Adjusted earnings before interest and income taxes (EBITA) is detailed in Appendix I.

3 Comparable basis essentially illustrates the effect of the divestitures or abandonment of operations that occurred in 2005 and 2006 (mainly NC NumericEoble in 2005 and the Paris Saint-Germain soccer club (PSG) in 2006 at Canal+ Group, and Annuaire Express SFR's phone directory activities in 2005) and includes the full consolidation of stakes in distribution subsidiaries at SFR as if these transactions had occurred as of January 1, 2005. Comparable basis results are not necessarily indicative of the results that would have occurred had the events actually occurred at the beginning of 2005.

4 Comparable basis mainly illustrates the effect of divestitures at Canal+ Group (mainly NC NumericEoble in 2005 and PSG in 2006), as if these transactions had occurred as of January 1, 2005.

5 Without Mauritel.

6 The mobile customer base, compliant with the ANRT definition and used by Maroc Telecom in 2006, includes prepaid customers giving or receiving a voice call during the last 3 months and not resiliated postpaid customers.