Half year 2024 Financial Report

VIVENDI

European Company with a Management Board and a Supervisory Board and a share capital of €5,664,549,687.50

Head Office: 42 avenue de Friedland – 75380 PARIS CEDEX 08 – FRANCE

IMPORTANT NOTICE: READERS ARE STRONGLY ADVISED TO READ THE IMPORTANT DISCLAIMERS AT THE END OF THIS FINANCIAL REPORT.

       KEY CONSOLIDATED FINANCIAL DATA FOR THE LAST FIVE YEARS   ...............................................................................................................................        4

I-     FINANCIAL REPORT FOR THE FIRST HALF OF 2024    .......................................................................................................................................................            5

           1               EARNINGS ANALYSIS: GROUP AND BUSINESS SEGMENTS  ..................................................................................................................         5

1.1                  CONDENSED STATEMENT OF EARNINGS    ..................................................................................................................................................... 6

1.2                  ANALYSIS OF THE CONDENSED STATEMENT OF EARNINGS  .......................................................................................................................... 7

1.3                  ANALYSIS OF REVENUES AND OPERATING RESULTS BY BUSINESS SEGMENT     ...............................................................................................               11

           2              LIQUIDITY AND CAPITAL RESOURCES   ....................................................................................................................................................       19

2.1                  LIQUIDITY AND EQUITY PORTFOLIO    .............................................................................................................................................................. 19

2.2                  CASH FLOW FROM OPERATIONS ANALYSIS   ................................................................................................................................................. 22

2.3                  ANALYSIS OF INVESTING AND FINANCING ACTIVITIES    ................................................................................................................................. 24

3                      FORWARD-LOOKING STATEMENTS - MAJOR RISKS AND UNCERTAINTIES      .........................................................................................    25

4                      OTHER DISCLAIMERS     ..............................................................................................................................................................................  25

II-   APPENDIX TO THE FINANCIAL REPORT    ......................................................................................................................................................................              26

           1            QUARTERLY REVENUES BY BUSINESS SEGMENT    ..........................................................................................................................................    26

III-  UNAUDITED CONDENSED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED JUNE 30, 2024   ......................................................................... 28

      CONDENSED STATEMENT OF EARNINGS     .......................................................................................................................................................................       28

      CONDENSED STATEMENT OF COMPREHENSIVE INCOME  .............................................................................................................................................       29

      CONDENSED STATEMENT OF FINANCIAL POSITION  ......................................................................................................................................................      30

      CONDENSED STATEMENT OF CASH FLOWS   ...................................................................................................................................................................       31

      CONDENSED STATEMENTS OF CHANGES IN EQUITY   ....................................................................................................................................................       32

       NOTES TO THE CONDENSED FINANCIAL STATEMENTS  .................................................................................................................................................       35

          NOTE 1   ACCOUNTING POLICIES AND VALUATION METHODS   .....................................................................................................................................   35

          NOTE 2     MAJOR EVENTS ..........................................................................................................................................................................................     36

          NOTE 3  GROUP’S OUTLOOK WITH REGARD TO ECONOMIC UNCERTAINTIES    ...............................................................................................................  42

          NOTE 4     SEGMENT DATA    .........................................................................................................................................................................................      43

          NOTE 5    FINANCIAL CHARGES AND INCOME     .............................................................................................................................................................    49

          NOTE 6     INCOME TAXES     ..........................................................................................................................................................................................      50

          NOTE 7     EARNINGS PER SHARE  ................................................................................................................................................................................     50

          NOTE 8   CHARGES AND INCOME DIRECTLY RECOGNIZED IN EQUITY   ...........................................................................................................................   50

          NOTE 9     GOODWILL     .................................................................................................................................................................................................     51

          NOTE 10   CONTENT ASSETS AND COMMITMENTS   ......................................................................................................................................................    52

          NOTE 11   OTHER INTANGIBLE ASSETS    ........................................................................................................................................................................     53

          NOTE 12   TANGIBLE ASSETS     ......................................................................................................................................................................................      54

          NOTE 13    LEASES   ......................................................................................................................................................................................................      55

          NOTE 14  INVESTMENTS IN EQUITY AFFILIATES   ..........................................................................................................................................................     57

          NOTE 15    FINANCIAL ASSETS   .....................................................................................................................................................................................     61

          NOTE 16   CASH POSITION     ..........................................................................................................................................................................................     63

          NOTE 17    EQUITY  .......................................................................................................................................................................................................     63

          NOTE 18   PROVISIONS    ...............................................................................................................................................................................................     64

          NOTE 19  SHARE-BASED COMPENSATION PLANS     .......................................................................................................................................................     65

          NOTE 20 BORROWINGS AND OTHER FINANCIAL LIABILITIES AND FINANCIAL RISK MANAGEMENT  ............................................................................... 66

          NOTE 21   RELATED PARTIES  .......................................................................................................................................................................................      69

          NOTE 22 CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS    ..........................................................................................................................   71

          NOTE 23    LITIGATION    .................................................................................................................................................................................................     72

          NOTE 24   SUBSEQUENT EVENTS    ................................................................................................................................................................................     80

IV-  STATEMENT ON THE FINANCIAL REPORT FOR THE HALF-YEAR 2024    .......................................................................................................................               81

V-   STATUTORY AUDITORS' REVIEW REPORT ON THE HALF-YEARLY FINANCIAL INFORMATION   ................................................................................. 82

Key consolidated financial data for the last five years

Preliminary comments:

Following the acquisition of Lagardère by Vivendi on November 21, 2023, Lagardère has been fully consolidated in Vivendi’s consolidated financial statements from December 1, 2023. For a detailed description, please refer to Note 2.2 to the Condensed Financial Statements for the half-year ended June 30, 2024.

As a reminder, over the last five years, Vivendi has applied IFRS 5 - Non-current assets held for sale and discontinued operations to the following two transactions:

•         as from December 31, 2022, in anticipation of the sale of Editis, Vivendi applied IFRS 5 until June 21, 2023, the date on which Editis was deconsolidated in accordance with IFRS 10. These adjustments were made to all periods as set out in the table of selected key consolidated financial data below. On November 14, 2023, Vivendi completed the sale of Editis (please refer to Note 2.3 to the Consolidated Financial Statements for the year ended December 31, 2023, page 330 of the 2023 Annual Report - Universal Registration Document); and

•         as from September 14, 2021, the date on which the Management Board approved the loss of control of Universal Music Group (UMG), effective as of September 23, 2021, Vivendi applied IFRS 5 to the year ended December 31, 2021 and the previous years.

The financial information below is therefore presented on a comparable basis:

Six months ended June 30,

Consolidated data

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

a.        The non-GAAP measures of 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 for the half-year ended June 30, 2024, 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, and therefore may not be directly comparable.

b.        As a reminder, as of September 23, 2021, Vivendi ceded control and deconsolidated 70% of UMG, following the effective payment of a special distribution in kind of

59.87% of UMG’s share capital to Vivendi’s shareowners, including the distribution of a special interim dividend in kind of €22,100 million in respect of fiscal year 2021.

      I-   Financial Report for the first half of 2024

Preliminary comments:

On July 24, 2024, the Management Board approved this Financial Report and the Unaudited Condensed Financial Statements for the halfyear ended June 30, 2024. Upon the recommendation of the Audit Committee, which met on July 24, 2024, the Supervisory Board, at its meeting held on July 25, 2024, reviewed this Financial Report and the Unaudited Condensed Financial Statements for the half-year ended June 30, 2024, as previously approved by the Management Board on July 24, 2024.

The Unaudited Condensed Financial Statements for the half-year ended June 30, 2024 were subject to a limited review by Vivendi’s Statutory Auditors. The Statutory Auditors’ report on the 2024 half-year financial information is included after the Condensed Financial Statements.

This Financial Report for the first half of 2024 should be read in conjunction with the 2023 Financial Report, as published in the “Rapport Annuel - Document d’enregistrement universel 2023” filed on March 21, 2024, with the Autorité des marchés financiers (“AMF”, the French securities regulator). Please also refer to pages 274 to 298 of the English translation^[1] of the “Rapport Annuel - Document d’enregistrement universel 2023” (the “2023 Annual Report - Universal Registration Document”), which is available on Vivendi’s website (www.vivendi.com) for informational purposes.

The split project of Vivendi group did not have any consequence in the preparation of the Unaudited Condensed Financial Statements for the half-year ended June 30, 2024 (for a detailed description of the transaction, please refer to Note 2.1 to the Condensed Financial Statements for the half-year ended June 30, 2024).

For a detailed description of the significant events that occurred during the first half of 2024, as well as any subsequent events, please refer to Notes 2 and 24 to the Condensed Financial Statements for the half-year ended June 30, 2024, respectively.

For updated information on the main transactions with related parties as of June 30, 2024, please refer to Note 21 to the Condensed Financial Statements for the half-year ended June 30, 2024.

     1   Earnings analysis: group and business segments

Preliminary comments:

Sale of Editis

As a reminder, Vivendi applied IFRS 5 until June 21, 2023, the date on which Editis was deconsolidated in accordance with IFRS 10. On November 14, 2023, Vivendi completed the sale of Editis (please refer to Note 2.3 to the Consolidated Financial Statements for the year ended December 31, 2023, page 330 of the 2023 Annual Report - Universal Registration Document).

Non-GAAP measures

“EBITA” and “adjusted net income”, both non-GAAP measures, 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 for the group’s operating and financial performance.

Vivendi’s Management uses EBITA and adjusted net income for reporting, management and planning purposes because they exclude most non-recurring and non-operating items from the measurement of the business segments’ performances. As defined by Vivendi:

•      the difference between EBITA and EBIT consists of the amortization of intangible assets acquired through business combinations and through other catalogs of rights acquired by Vivendi’s content production businesses, the impairment of goodwill and other intangibles acquired through business combinations and through the other catalogs of rights acquired by Vivendi’s content production businesses, other income and charges related to transactions with shareowners (except where such transactions are directly recognized in equity), as well as items related to concession agreements (IFRS 16); and

•      adjusted net income includes the following items: EBITA; income from equity affiliates – non-operational; interest (corresponding to interest expense on borrowings net of interest income earned on cash and cash equivalents); income from investments (including dividends and interest received from unconsolidated companies); and taxes and non-controlling interests related to these items. It does not include the following items: amortization of intangible assets acquired through business combinations and through other catalogs of rights acquired by Vivendi’s content production businesses; impairment of goodwill and other intangible assets acquired through business combinations and through the other catalogs of rights acquired by Vivendi’s content production businesses; other income and charges related to transactions with shareowners (except where such transactions are directly recognized in equity); the impact of IFRS 16 for concession agreements; other financial charges and income; earnings from discontinued operations; provisions for income taxes and adjustments attributable to non-controlling interests; and non-recurring tax items.

In addition, it should be noted that other companies may have definitions and calculations for these non-GAAP measures that differ from those used by Vivendi, and therefore may not be directly comparable.

     1.1  Condensed Statement of Earnings

Earnings from continuing operations               193          237          -18.9 % Earnings from discontinued operations   (33) Earnings           193          204          -5.5 %

    Non-controlling interests                                                                                                                            (34)                          (30)

      EARNINGS ATTRIBUTABLE TO VIVENDI SE SHAREOWNERS                                                                   159                           174                  -8.3 %

In millions of euros, except per share amounts. na: not applicable.

* non-GAAP measures.

     1.2   Analysis of the Condensed Statement of Earnings

     1.2.1           Revenues

For the first half of 2024, Vivendi’s revenues were €9,052 million, compared to €4,698 million for the same period in 2023, an increase of €4,354 million (+92.7%), which mainly included the impact of the consolidation of Lagardère (+€4,193 million). This change also reflected revenue growth at Canal+ Group (+€137 million, +4.6%) and Havas (+€48 million, +3.6%).

At constant currency and perimeter, Vivendi’s revenues grew by €493 million (+5.8%) compared to the first half of 2023, mainly due to the performance of Lagardère (+€384 million, +10.1%) and Canal+ Group (+€95 million, +3.2%), Havas being stable (+0.3%).

For the second quarter of 2024, Vivendi’s revenues were €4,777 million, compared to €2,408 million for the same period in 2023, an increase of €2,369 million (+98.4%), which mainly included the impact of  the consolidation of Lagardère (+€2,310 million). This change also reflected revenue growth at Canal+ Group (+€73 million, +5%) and Havas (+€10 million, +1.4%).

At constant currency and perimeter, Vivendi’s revenues grew by +€274 million (+6.1%) compared to the second quarter of 2023, mainly due to the performance of Lagardère (+€231 million, +11.1%) and Canal+ Group (+€56 million, +3.7%).

As a reminder, for the first quarter of 2024, Vivendi’s revenues were €4,275 million, compared to €2,290 million for the first quarter of 2023, an increase of €1,985 million (+86.6%), which mainly included the consolidation of Lagardère (+€1,883 million). This change also reflected revenue growth at Canal+ Group (+€64 million, +4.3%) and Havas (+€38 million, +6.2%).

At constant currency and perimeter, Vivendi’s revenues grew by €219 million (+5.4%) compared to the first quarter of 2023, mainly due to the performance of Lagardère (+€153 million, +8.9%), Canal+ Group (+€40 million, +2.6%) and Havas (+€22 million, +3.4%).

For a detailed analysis of revenues by business segment, please refer to Section 1.3 below and to Note 4.1.1 to the Condensed Financial Statements for the half-year ended June 30, 2024.

     1.2.2        Operating results

For the first half of 2024,EBITA was €619 million, compared to €444 million for the first half of 2023, an increase of €175 million (+39.3%).

For the first half of 2024, EBITA included income from equity affiliates – operational of Universal Music Group (UMG) for €48 million, compared to €39 million for the first half of 2023. For a detailed description of previously published information by UMG, please refer to Note 14.2 to the Condensed Financial Statements for the half-year ended June 30, 2024. As a reminder, for the first half of 2023, EBITA included income from equity affiliates – operational of Lagardère for €26 million. Following the takeover of Lagardère by Vivendi on November 21, 2023, Lagardère has been fully consolidated in Vivendi’s consolidated financial statements from December 1, 2023. For a detailed description, please refer to Note 2.2 to the Condensed Financial Statements for the half-year ended June 30, 2024.

For the first half of 2024, EBITA was €571 million, excluding income from equity affiliates – operational, compared to €379 million for the same period in 2023. This increase of €192 million (+50.5%) was mainly due to the consolidation of Lagardère from December 1, 2023 (+€201 million for the first half of 2024), as well as the growth of Havas (+€7 million), Canal+ Group being stable .

At constant currency and perimeter, EBITA increased by €74 million (+13.5%) for the first half of 2024. This change mainly reflected the growth of Lagardère (+€79 million on a comparable basis, +65.2%).

For a detailed analysis of EBITA by business segment, please refer to Section 1.3 below.

For the first half of 2024, EBIT was €409 million, compared to €404 million for the first half of 2023, an increase of €5 million (+1.3%). The increase in EBITA (+€175 million; please refer to above) was partially offset by the following items:

•         the increase of amortization and depreciation of intangible assets acquired through business combinations (-€99 million), primarily reflecting the impact of amortization of intangible assets recognized as of June 30, 2024 as part of the purchase price allocation of Lagardère (-€101 million; please refer to Note 2.2 "Acquisition of Lagardère" to the Condensed Financial Statements for the halfyear ended June 30, 2024); and

•         the consideration of the financial consequences of the settlement agreement concluded on June 28, 2024 with all the institutional investors (-€95 million), ending the dispute over the financial communication of the early 2000s (please refer to Note 23 “Litigation” to the Condensed Financial Statements for the half-year ended June 30, 2024).

     1.2.3            Income from equity affiliates - non-operational

For the first half of 2024,income from equity affiliates - non-operational was a loss of -€67 million, including contributions from MutiChoice Group for -€41 million (compared to -€60 million for the first half of 2023), Viu for -€18 million and Viaplay for -€8 million. For a detailed description, please refer to Note 14 to the Condensed Financial Statements for the half-year ended June 30, 2024.

     1.2.4              Financial results

For the first half of 2024,interest was a charge of -€38 million, compared to an income of €15 million for the first half of 2023. Of this amount:

•         interest expense on borrowings incurred by Vivendi SE was €33 million, compared to €19 million for the first half of 2023; interest expense on borrowings incurred by Lagardère, fully consolidated by Vivendi from December 1, 2023, was €30 million (compared to nil for the first half of 2023);

•         interest expense on borrowings was €66 million, compared to €16 million for the first half of 2023. In addition to the impact of the consolidation of Lagardère on the increase of average outstanding borrowings (€5.0 billion, compared to €3.6 billion for the first half of 2023), this change reflected an increase in the average interest rate on borrowings to 2.62% (compared to 0.87% for the first half of 2023);

•         interest income earned on the investment of cash surpluses was €28 million, compared to €27 million for the first half of 2023. The increase in the average interest rate (3.87%, compared to 2.31% for the first half of 2023), offsets the decrease in the average outstanding cash investments (€1.5 billion, compared to €2.4 billion for the first half of 2023), despite the impact of the consolidation of Lagardère on outstanding cash investments; and

•         for the first half of 2023, Vivendi received interest on intra-group financings extended to Editis totaling €4 million.

For the first half of 2024, income from investments was €68 million, compared to €67 million for the first half of 2023. This amount mainly included dividends from Banijay Group (former FL Entertainment) for €29 million, MediaForEurope for €28 million and Telefonica for €9 million (respectively unchanged compared to the first half of 2023).

For the first half of 2024, other financial charges and income were a net charge of €40 million, compared to a net charge of €56 million for the first half of 2023, a favorable change of €16 million. This reflected the capital gain related to the sale of Vivendi's festival and international ticketing activities (+€106 million; please refer to Note 2.5 to the Condensed Financial Statements for the half-year ended June 30, 2024) in June 2024, as well as interest expense on lease liabilities (-€62 million, compared to -€9 million for the first half of 2023) mainly related to concession agreements at Lagardère (-€46 million, compared to nil for the first half of 2023), fully consolidated by Vivendi from December 1, 2023.

For a detailed description of other financial charges and income, please refer to Note 5.2 to the Condensed Financial Statements for the halfyear ended June 30, 2024.

     1.2.5           Provision for income taxes

For the first half of 2024,provision for income taxes reported to adjusted net income was a net charge of €183 million, compared to €119 million for the first half of 2023, an increase of €64 million, notably including the impact of the consolidation of Lagardère (-€66 million). The effective tax rate reported to adjusted net income was 30.5%, compared to 25.9% for the first half of 2023.

For the first half of 2024, provision for income taxes reported to net income was a net charge of €139 million, compared to €133 million for the first half of 2023, an increase of €6 million, notably including the impact of the consolidation of Lagardère (-€37 million). The effective tax rate reported to adjusted net income was 40.0%, compared to 36.4% for the first half of 2023.

     1.2.6           Earnings from discontinued operations

As a reminder, in accordance with IFRS 5, for the first half of 2023, the contribution of Editis, a discontinued operation, was a loss of -€33 million reported in “Earnings from discontinued operations”. This loss included the following items: Editis’s contribution to net earnings (-€14 million); in accordance with IFRS 5, the impact of the discontinuation of amortization of Editis’s non-current assets (+€32 million); and the loss on the deconsolidation of Editis (-€51 million), reflecting the terms of the put option agreement entered into with International Media Invest a.s. (IMI) on April 23, 2023.

     1.2.7           Non-controlling interests

For the first half of 2024,earnings attributable to non-controlling interests were €34 million, compared to €30 million for the first half of 2023. Within this amount, non-controlling interests calculated by Vivendi on Lagardère’s earnings (-€25 million, on the basis of Vivendi's shareholding in Lagardère) were offset by non-controlling interests recorded at Lagardère's level (€25 million).

     1.2.8          Earnings attributable to Vivendi SE shareowners

For the first half of 2024, earnings attributable to Vivendi SE shareowners amounted to a profit of €159 million (or €0.16 per share - basic), compared to a profit of €174 million for the first half of 2023 (€0.17 per share - basic), a decrease of €15 million. Within this amount, the growth in EBITA (+€175 million) and the capital gain related to the sale of Vivendi's festival and international ticketing activities in June 2024 (+€106 million) were more than offset by the financial consequences of the settlement agreement entered into with all the institutional investors on June 28, 2024 (-€95 million euros), the increase in amortization and depreciation of intangible assets acquired through business combinations (-€99 million), the increase in interest (-€53 million) and interest expense on lease liabilities (-€53 million).

     1.2.9        Adjusted net income

For the first half of 2024, adjusted net income was a profit of €329 million (or €0.32 per share - basic), compared to €324 million for the first half of 2023 (or €0.32 per share - basic), an increase of €5 million. Within this amount, the increase in EBITA (+€174 million) was nearly offset by the increase in interest (-€53 million), share of losses in income from equity affiliates - non-operational (-€9 million), the increase in provision for income taxes (-€64 million) and non-controlling interests (-€45 million). 

    (in millions of euros)                                                                                                  

   Income from investments                                                                                                                                                           67

    Adjusted earnings from continuing operations before provision for income taxes                                                              475             +23.8 %

Provision for income taxes

Adjusted net income before non-controlling interests +14.1 %

Non-controlling interests

Adjusted net income +1.5 %

Reconciliation of earnings attributable to Vivendi SE shareowners to adjusted net income

(in millions of euros)

Earnings attributable to Vivendi SE shareowners (a)

Adjustments

Amortization and depreciation of intangible assets acquired through business combinations (a)

Amortization of intangible assets related to equity affiliates - non-operational

Impact of IFRS 16 for concession agreements (a)

Settlement agreement with all the institutional investors

Other financial charges and income (a)

Earnings from discontinued operations (a)

Provision for income taxes on adjustments

Impact of adjustments on non-controlling interests

Adjusted net income na: not applicable.

    a. As reported in the condensed statement of earnings.

Adjusted net income per share

Adjusted net income (in millions of euros) Number of shares (in millions)

Weighted average number of shares outstanding  (a)

Potential dilutive effects related to share-based compensation

  Adjusted weighted average number of shares                                                                1,019.4              1,022.1                1,024.7             1,026.6

     Adjusted net income per share (in euros)                                                                        0.32                   0.32                     0.32                  0.32

a. Net of the weighted average number of treasury shares (10.5 million shares for the first half of 2024, compared to 73.2 million shares for the first half of 2023).

1.3 Analysis of revenues and operating results by business segment

Elimination of intersegment transactions Total Vivendi

EBITA

     Subtotal EBITA of the business segments                                      571                        379

Vivendi's share of Universal Music Group's earnings (d) 48            39 Vivendi's share of Lagardère's earnings (d)   na            26

      Total Vivendi                                                                                   619                        444

na : not applicable.

a.       Constant perimeter notably reflects the impacts of the combination with Lagardère, which has been fully consolidated by Vivendi from December 1, 2023. For a description of this transaction, please refer to Note 2.2  to the Condensed Financial Statements for the halfyear ended June 30, 2024.

b.       Net revenues, a non-GAAP measure, relates to Havas’s revenues less pass-through cost rebilled to customers.

c.        Constant perimeter notably reflects the impacts of the sale of Vivendi’s festival and international ticketing activities on June 6, 2024. For a description of this transaction, please refer to Note 2.4  to the Condensed Financial Statements for the half-year ended June 30, 2024.

d.       Includes share of earnings of companies accounted for by Vivendi under the equity method of UMG and Lagardère until November 30, 2023.

     1.3.1           Canal+ Group

Total Canal+ Group subscribers        25,696     +553 of which self-distributed                18,874     +615

a.       Relates to pay-TV services and free-to-air channels (C8, CStar and CNews) in mainland France.

b.       Relates to French overseas territories, Comoros, Haiti, Mauritius and the Dominican Republic. c.    Adjusted 2023 data.

For the first half of 2024, Canal+ Group’s revenues were €3,096 million, an increase of 4.6% compared to the first half of 2023 (+3.2% at constant currency and perimeter). All of the group’s businesses drove this growth.

Revenues from television operations in mainland France increased by 4.4% compared to the first half of 2023 (+3.4% at constant currency and perimeter), driven by the growth in the self-distributed subscriber base and ARPU (Average Revenue Per User).

Revenues from international operations increased by 4.2% year-on-year (+2.6% at constant currency and perimeter), due to continued growth in the subscriber base.

Revenues from Studiocanal increased by 8.6% (+4.7% at constant currency and perimeter), in particular due to the excellent performance of the film Back to Black released on April 24, 2024, both in theaters and in terms of international sales.

For the first half of 2024, Canal+ Group's profitability remained stable compared to the first half of 2023, with a stable EBITA of €337 million (a slight decrease of -1.9% at constant currency and perimeter). These results were supported by major developments across the group's strategic pillars.

International development pillar:

•         on February 9, 2024, following a successful recapitalization, Canal+ Group increased its interest in Viaplay, the Scandinavian leader in pay-TV and streaming, to 29.33%, confirming its position as the largest shareholder;

•         on March 22, 2024, Canal+ Group announced that it had acquired an interest in Senegalese production company Marodi TV, one of the major players in the creation of series in Africa;

•         on June 4, 2024, the Canal+ and MultiChoice Groups issued a combined circular to MultiChoice shareholders, a step forward in Canal+ Group's vision to create, with MultiChoice, a global entertainment business with Africa at its heart. This circular concerns the mandatory offer by Canal+ Group to acquire the MultiChoice shares it does not own, for a consideration of R125.00 per share. It includes a recommendation by the Independent Board of MultiChoice to accept the Canal+ Group offer in the event it becomes unconditional, along with an assessment which concludes that the terms and conditions of the offer are fair and reasonable for

MultiChoice shareholders; and

•         on June 20, 2024, Canal+ Group took a further step in developing Asia as one of its growth engine, by increasing its interest to 36.8% in Viu, a leading OTT (over-the-top) streaming service in Asia. A further investment, at Canal+ Group election, could result in an increase of Canal+ Group’s interest in Viu to 51%.

Content pillar:

•         on January 31, 2024, Canal+ Group completed the acquisition from Orange of the OCS pay-TV package and Orange Studio, the film and series co-production subsidiary. With the acquisition of OCS, Canal+ Group has strengthened its offer of film and series thematic channels, launching a new ‘Ciné+ OCS’ offering on July 3, 2024;

•         on April 29, 2024, Canal+ Group announced the creation of “Studiocanal Stories”, a new label dedicated to literary adaptations into films and TV series, the first in France and several European countries. Under this new label, Studiocanal and Editions Albert René announced that they had entered into an exclusive development agreement for the sixth live action film of the adventures of

Asterix;

•         on May 7, 2024, Canal+ Group and Warner Bros. Discovery announced a distribution agreement for the streaming service Max. Since its launch in France on June 11, 2024, Max has been included in Canal+ offers and all its content can be viewed directly on myCanal. This agreement follows the signing of an exclusive multi-year agreement with Warner Bros. Discovery in January, allowing Canal+ to be the only player in France able to broadcast Warner Bros. Pictures films only six months after their release in French cinemas. Warner Bros. Discovery has also chosen Canal+ Brand Solutions to market Max's advertising lists in France, for its

Basic offer with advertising;

•         on May 22, 2024, Canal+ Group strengthened its position as leader in aggregation and accessibility by launching TV+ in France, its new streaming offer bringing together all live and replay DTT channels in a single app, with an additional selection of Canal+ content, for €2 per month with no commitment;

•         on May 22, 2024, Canal+ Group won the new call for tenders from the National Rugby League for the exclusive broadcasting rights to the TOP 14 and PRO D2, until the 2031/2032 season inclusive; and

•         on May 31, 2024, Canal+ Group and Netflix announced they were renewing their distribution agreement, entered into in 2019. This renewal runs over several years and covers France as well as Poland.

     1.3.2            Lagardère

-

201 Revenues by geographic area (in %)

na: not applicable.

a.       Vivendi has fully consolidated Lagardère from December 1, 2023.

b.       Includes Lagardère News (Paris Match, Le Journal du Dimanche, JDD Magazine and the Elle license), Lagardère Radio (Europe 1, Europe 2, RFM and Advertising Sales Brokerage businesses), Lagardère Live Entertainment, Lagardère Paris Racing and the Corporate Group.

c.        Recurring EBIT, a non-GAAP measure, includes recurring operating profit of fully consolidated companies, as publicly disclosed by Lagardère, used as a performance indicator. For a definition of recurring EBIT, please refer to Note 1.2.3 to the Consolidated Financial Statements for the year ended December 31, 2023 of the 2023 Universal Registration Document.

Revenue for the Lagardère group climbed to €4,193 million in the first half of 2024, up 13.3% as reported year on year and up 10.1% like for like.

For the first half of 2024, Lagardère’s EBITA was €201 million, up 65.2% like-for-like compared to the first half of 2023.

Revenue for Lagardère Publishing totaled €1,309 million in first-half 2024, up 5.0% on a reported basis and up 4.5% like-for-like. The difference between reported and like-for-like data is mainly attributable to a €1 million positive scope effect attributable to the acquisition of Catch-Up Games, and to a €4 million positive currency effect.

In France, revenue was down by a slight 0.7% against a high comparison basis, in line with the market, attributable in particular to lower business levels at textbook publishers. Illustrated Books enjoyed good momentum, thanks to the Young Adult segment. The Comics segment edged back due to the lack of an equivalent to Asterix et Obélix : L’Empire du Milieu published in 2023, as well as a weaker performance in the Travel Guides segment. General Literature had a good first half of the year, with highlights including the publication of Quelqu'un d'autre by Guillaume Musso, D’or et de jungle by Jean-Christophe Ruffin and Un monde presque parfait by Laurent Gounelle.

In the United Kingdom, revenue grew strongly by 8.4% despite a slightly declining market. Growth was mainly driven by dynamic backlist sales in the first half of the year. Business was also lifted by best-sellers. The international segment was up too, especially Australia, boosted by the same successful titles. 

In the United States, business grew by a sharp 7.7%, driven notably by the publishing schedule at Little, Brown and Company. It was also lifted by growth at the Hachette Audio unit, on the back of a strong performance in digital downloads, as well as by good backlist sales at Orbit and Little, Brown Books for Young Readers. 

In Spain/Latin America, revenue grew by 7.9%. Business remained stable in Spain, but was up sharply in Mexico.

Revenue from Partworks advanced by 2.0%, boosted in particular by successful collections launched in France and Japan in the second half of 2023.

Lagardère Publishing reported €113 million in recurring EBIT, up by €48 million on first-half 2023. This performance was driven by growth in the United Kingdom and the United States, a favorable sales mix in physical and digital formats, as well as strong cost discipline. 

Revenue for Lagardère Travel Retail in first-half 2024 totaled €2,748 million, up 18.0% on a reported basis and up 13.5% like-for-like. The difference between reported and like-for-like data is attributable to a €95 million positive scope effect, attributable to the acquisitions of Tastes on the Fly, Marché International and Costa Coffee in Poland, as well as a €3 million negative currency effect

In France, business surged 18.1%, supported in particular by the success of the Extime Duty Free Paris joint venture with the ADP group, as well as network upgrades and sales initiatives rolled out across all networks and business lines.

The EMEA region (excluding France) saw sharp growth of 21.7%, buoyed by excellent performances in Romania, the United Kingdom and in

Italy.

Revenue in the Americas grew by 7.0% against a high comparison basis, carried by robust momentum in the United States. Peru also recorded very sharp growth, supported by an improved macroeconomic environment.

Asia-Pacific recorded a decline of 17.4%, due to the slowdown in China as a result of the unfavorable economic climate and network streamlining.

Lagardère Travel Retail reported €109 million in recurring EBIT, an improvement of €17 million on first-half 2023. The increase was driven by solid performances across all geographic areas led by Italy and North America, which offset the decline in North Asia.

Revenue for Other Activities in first-half 2024 totaled €136 million, up 9.2% as reported and stable like-for-like.

Business levels were up thanks to the performance of Lagardère Live Entertainment venues and good momentum at Lagardère Radio, driven by the sharp rise in audience figures at Europe 1. The Press business was down on the back of lower advertising revenues, while Elle International activities remained broadly stable.

Recurring EBIT of Other Activities amounted to a loss of €10 million, a €6 million improvement on first-half 2023, due to cost savings achieved across all activities.

     1.3.3           Havas

% Change at   % Change at constant        constant currency

Net revenues by geographic area

    a. Net revenues, a non-GAAP measure, relates to Havas’s revenues less pass-through costs rebilled to customers.

For the first half of 2024, Havas's revenue was €1,366 million, an increase of 3.6% compared to the first half of 2023.

Net revenues^[2] were €1,308 million, an increase of 3.4% compared to the first half of 2023 (stable on an organic basis). The impact of acquisitions was +3.5% and included contributions from Uncommon Creative Studio, Eprofessional, Shortcut and Ledger Bennett. Currency effects had a negative impact of 0.1%, mainly due to the evolution of the US dollar and the Argentine peso. The Creative and Media divisions posted strong performances.

All geographical areas posted strong organic growth in net revenue compared to the first half of 2023 (+3.8% in Europe, +0.5% in AsiaPacific, and +8.8% in Latin America), except in North America where net revenues decreased by 6.4%.

For the first half of 2024, EBITA rose sharply to €125 million, an increase of 6.0% due to a continued cost base optimization.

On June 18, 2024, Havas announced the launch of its new strategic plan, “Converged”, including a new groupwide operating system powered by the best technology with creativity at its core, investments of €400 million in data, tech and AI over the next four years and the strengthening of the customer-centric approach of the group. "Converged" aims to fully unlock the potential of the group's full capabilities in all markets and offer hyper-personalized solutions to the group's customers.

After two record years, Havas has continued to make acquisitions with the integration of four new agencies since January 2024. Two agencies are based in the United Kingdom: Ledger Bennett, a global B2B marketing agency, and Wilderness, a multi-award-winning social marketing agency, strengthening Havas's offering in these fast-growing areas. Ted Consulting, a French data and digital transformation consulting firm, was integrated into the Havas Media Network to create a first-of-its-kind solution combining data, automation, robotization and artificial intelligence. In May 2024, Liquid, an omni-commerce expert agency, was integrated into the Havas Market network, the group's full-service e-commerce offering, while strengthening Havas's presence in the Middle East.

In the second quarter of 2024, Havas's creativity was once again highly rewarded. At the Cannes Lions, 12 Havas agencies distinguished themselves by winning 25 awards (compared to 19 last year) including 3 Gold, 10 Silver and 12 Bronze and Jacques Séguéla, Havas's creative consultant, also received the prestigious Lion of St. Mark lifetime achievement award. The World Advertising Research Center (WARC) recognized BETC as the most creative agency in the world. Finally, at the 2024 Clio Awards, Havas agencies received 49 awards.

     1.3.4           Prisma Media

% Change at         % Change at constant              constant currency

    (in millions of euros)                                                                   2024                  2023              % Change           currency            and perimeter

Distribution

Advertising and BtoB

Revenues

For the first half of 2024, Prisma Media’s revenues were €147 million, an increase of 0.4% at constant currency and perimeter compared to the first half of 2023.

The latest audience results for One Next Global S1 2024 demonstrated that Prisma Media is the leading bi-media editor with nearly 40 million people (almost two out of three French people) reading Prisma Media articles every month, an increase of 1% compared to the same period of 2023 despite the sale of the Gala magazine in November 2023.

Télé-Loisirs (21 million readers) remains the top magazine brand. Capital is the leading economic brand, consulted by over 9 million people and reaching more than one out of five upper socio professional (CSP+) individuals per month. With the acquisition of PasseportSanté in September 2023 and the development ofDr.Good!, Prisma Media is now the leading bi-media health publisher, reaching over 23 million French people every month.

At the end of May 2024, Prisma Media brands retained their leading positions in digital audiences (in terms of number of unique visitors): Télé Loisirs is No. 1 in the Entertainment segment, Voici is No. 1 in the People segment and Femme Actuelle remains in the top three in the Women’s segment, and Capital is the leading media site in the "Economy/Finance" category.

In the first half of 2024, Prisma Media's 2023 strategy of building an ambitious “Luxury and Art of Living” division is bearing fruit, with Harper's Bazaar increasing its market share by five percentage points and pursuing its development in social media. Prisma Media strengthened this division with the acquisition on April 22, 2024, of the magazines Ideat (design and interior decoration) and The Good Life (lifestyle). Prisma Media also announced that a new quarterly magazine, Harper's Bazaar Interiors, the first brand extension of Harper's Bazaar France, will be launched in October 2024.

On April 25, 2024, Prisma Media launched a new format of the magazine Capital with the ambition of making the economy more attractive, accessible and relevant to the daily lives of the French people.

In May 2024, Prisma Media transformed Cerise Media Group to Famed&Bound Media in response to the changing expectations of younger demographics. With more than 15 million subscribers and 120 million videos viewed per month, Famed&Bound Media has already demonstrated the effectiveness of its content strategy.

Digital affiliation (e-commerce) and advertising revenues on social media increased by more than 10% compared to the first half of 2023. Prisma Media’s social media audiences continued to grow with an increase of 28% of followers compared to the first half of 2023.

For the first half of 2024, Prisma Media's EBITA was €9 million, a decrease of €8 million compared to the first half of 2023. EBITA was impacted by the sale of the Gala magazine and by an unfavorable comparison with the first half of 2023, which included non-recurring items.

     1.3.5            Gameloft

For the first half of 2024, Gameloft continued its strategic diversification and its expansion on PC and console platforms. Revenues from these platforms now represent 41.6% of Gameloft's total revenues, an increase of 7.7% at constant currency and perimeter compared to the first half of 2023.

For the first half of 2024, Gameloft's total revenues were €132 million, including €55 million for the PC/console segment and €71 million for the mobile segment, a decrease of 4.8% at constant currency and perimeter compared to the first half of 2023 due to the absence of new launches in this period.

Disney Dreamlight Valley, Asphalt 9: Legends, Disney Magic Kingdoms, March of Empires and Disney Speedstorm represented 60% of Gameloft’s total revenues and ranked as the five best sellers in the first half of 2024.

For the first half of 2024, Gameloft's EBITA was €-12 million, stable compared to the first half of 2023. Excluding restructuring charges, EBITA was €-7 million, an increase of €2 million compared to the first half of 2023.

     1.3.6            Vivendi Village

na: not applicable.

On June 6, 2024, Vivendi and CTS Eventim, a leading international provider of ticketing services and live entertainment, completed the sale of Vivendi’s festival and international ticketing activities which were part of Vivendi Village. The total enterprise value of the transaction is approximately €300 million (please refer to Note 2.4 to the Condensed Financial Statements for the half-year ended June 30, 2024).

     1.3.7            New Initiatives

For the first half of 2024, the revenues of New Initiatives, which mainly brings together Dailymotion and GVA entities, were €90 million, compared to €66 million for the first half of 2023 (+32.2% at constant currency and perimeter).

For the first half of 2024, the revenues of Dailymotion increased by 27% compared to the first half of 2023. This increase was mainly due to direct sales, which increased by nearly 55% compared to the first half of 2023, mainly in EMEA and North America, as well as a strong start to the year for Dailymotion Pro, the paid service aimed at businesses across all sectors.

GVA, Vivendi's subsidiary dedicated to providing very high-speed Internet access in Africa, thanks to its FTTH (fiber to the home) networks, increased its revenues by 39% compared to the first half of 2023.  GVA is now established in thirteen cities based in eight countries in subSaharan Africa (Burkina Faso, Ivory Coast, Congo-Brazzaville, Democratic Republic of Congo, Gabon, Rwanda, Uganda, and Togo). Very highspeed Internet access offers are targeted at the residential and professional markets, under the "CanalBox" brand. At the end of June 2024, CanalBox covered more than 3 million Homes Passed (eligible homes and businesses).

For the first half of 2024, New Initiatives’s EBITA was a loss of €20 million, compared to a loss of €22 million for the first half of 2023.

     1.3.8          Generosity and solidarity

For the first half of 2024, EBITA of the Generosity and solidarity segment, which brings together CanalOlympia and the Vivendi Foundation, which is part of the solidarity program Vivendi Create Joy, amounted to a loss of €7 million, compared to a loss of €5 million for the first half of 2023.

     1.3.9        Corporate

For the first half of 2024, Corporate’s EBITA was a net charge of €65 million, compared to a net charge of €61 million for the first half of 2023, representing a €4 million increase mostly due to an increase in non-recurring items.

     2      Liquidity and capital resources

     2.1 Liquidity and equity portfolio

Preliminary comments:

•      "Financial Net Debt”, a non-GAAP measure, should be considered in addition to, and not as a substitute for, GAAP measures presented in the condensed statement of financial position, as well as any other measure of indebtedness reported in accordance with GAAP. Vivendi considers this to be a relevant indicator of the group’s liquidity and capital resources. Vivendi’s Management uses this indicator for reporting, management and planning purposes.

•      “Financial Net Debt” is calculated as the sum of:

i.         cash and cash equivalents, as reported in the consolidated statement of financial position, including (i) cash in banks and deposits, whether or not compensated, corresponding to cash, and (ii) money market funds which meet the qualification requirements of the ANC’s and AMF’s decision released in November 2018 and other highly liquid short-term investments with initial maturities generally not exceeding three months corresponding to cash equivalents, defined in accordance with IAS 7;

ii.        cash management financial assets, included in the consolidated statement of financial position under “financial assets”, relating to financial investments, which do not meet the criteria for classification as cash equivalents set out in IAS 7, and, with respect to money market funds, the qualification requirements of ANC’s and AMF’s decision released in November 2018. In addition, on October 26, 2021 and March 20, 2020, respectively, Vivendi entered into cash management agreements with each of Compagnie de l’Odet and Bolloré SE, providing for the granting of cash advances, repayable upon Vivendi’s first request (please refer to Note 25.2.1 to the Consolidated Financial Statements for the year ended December 31, 2023, on page 380 of the 2023 Annual Report - 

Universel Registration Document); and iii. derivative financial instruments, net (assets and liabilities) where the underlying instruments are Financial Net Debt items, as well as cash deposits securing borrowings included in the consolidated statement of financial position under “financial assets”;

less:

             iv. the value of borrowings at amortized cost.

In addition, it should be noted that other companies may have definitions and calculations for this non-GAAP measure that differs from those used by Vivendi, and therefore may not be directly comparable.

•      For a detailed description, please refer to Note 16 “Cash position” and Note 20 “Borrowings and other financial liabilities and financial risk management” to the Condensed Financial Statements for the half-year ended June 30, 2024.

•      As a reminder, for the first half of 2023, Editis has been reported in the Consolidated Financial Statements as a discontinued operation in accordance with IFRS 5. On June 21, 2023, in accordance with IFRS 10, Vivendi ceased to consolidate Editis (please refer to Note 2.3 to the Consolidated Financial Statements for the year ended December 31, 2023, on page 330 of the 2023 Annual Report - Universal

Registration Document)

     2.1.1      Liquidity

Refer to Notes to

                                                                                  ^{the Consolidated}         June 30, 2024            December 31, 2023

Financial

    (in millions of euros)                                                 Statements

Cash and cash equivalents

Cash management financial assets

     Borrowings at amortized cost                                        20                                   (5,006)

Other

Financial Net Debt

a.       On June 7, 2024, Lagardère completed a refinancing transaction amounting to a total of €1.95 billion, including:

-    two bank loans, one of €700 million, with an initial term of 24 months, extendable up to 42 months, and the other of €600 million with  a 5-year term, to repay the €1.3 billion loan granted by Vivendi on December 12, 2023; and

-    two new shareholder loans granted by Vivendi to replace the loan of December 12, 2023, one of €500 million with a term of 5 years   and 6 months, and the other of €150 million euros, which should be partially repaid by December 31, 2024, with any remaining balance at that date being added to the €500 million loan.

Additionally, a new 5-year revolving credit facility (RCF) of €700 million was established, replacing the syndicated revolving credit facility maturing in April 2025.

On June 26, 2024, the matured Schuldschein loans were redeemed for €191 million. The balance of €35 million is due on June 26, 2026.

b.       As a reminder, on November 21, 2023, Vivendi’s acquisition of Lagardère triggered the change of control provisions included in the Lagardère bonds and Schuldschein loan documentation, allowing the lenders to request early redemption of the bonds (with a nominal amount of €1,300 million; please refer to Note 20 to the Condensed Financial Statements for the half-year ended June 30, 2024) and Schuldschein loans (with a nominal amount of €253 million). On December 27, 2023, €27 million of the Schuldschein loans were repaid, following the triggering of the change of control provisions. As of December 31, 2023, the outstanding balance of the Schuldschein loans amounted to €226 million, of which €191 million were due in June 2024 and €35 million were due in June 2026. On January 12, 2024, €1,203 million of the Lagardère bonds were redeemed, following the expiry of the early redemption period. As of that date, the outstanding balance of the Lagardère’s bonds amounted to €97 million, of which €40 million is due in June 2024, €49 million is due in October 2026 and €8 million is due in October 2027. On December 12, 2023, to facilitate the redemption resulting from the triggering of the change of control provisions, Vivendi and Lagardère entered into a loan agreement providing for drawing rights up to €1,900 million (maturing on March 31, 2025). As of December 31, 2023, €270 million had been drawn on this loan.

     2.1.2             Change in liquidity

Borrowings at amortized

a. “Other financial items” includes cash management financial assets and derivative financial instruments relating to interest rate and foreign currency risk management (assets and liabilities).

As of June 30, 2024, Vivendi’s Financial Net Debt amounted to €3,880 million (compared to €2,839 million as of December 31, 2023), an increase of €1,041 million. This increase mainly reflected investments made during the first half of 2024 (€848 million, notably at Canal+ Group), as well as the dividend payment to Vivendi shareowners (€254 million) and the share buyback program (€155 million), partially offset by the sale of festival and international ticketing activities (€284 million):

•         Canal+ Group continued to invest in MultiChoice Group (€285 million), increasing its ownership interest to 45.20% as of June 30, 2024. On April 8, 2024, Canal+ Group and MultiChoice Group published a joint announcement of the terms of the proposed mandatory purchase offer by Canal+ Group for the shares of MultiChoice Group (please refer to Note 14.1 to the Condensed Financial Statements for the half-year ended June 30, 2024);

•         Canal+ Group continued to invest in Viu (€92 million), increasing its ownership interest to 36.80% as of June 30, 2024 (please refer to Note 14.1 to the Condensed Financial Statements for the half-year ended June 30, 2024);

•         Canal+ Group continued to invest in Viaplay (€117 million), increasing its ownership interest to 29.33% as of June 30, 2024 (please refer to Note 14.1 to the Condensed Financial Statements for the half-year ended June 30, 2024);

•         other purchases of companies and equity securities during the first half of 2024 amounted to €131 million, mainly at Havas (e.g., Gate One, Buzzman, Ledger Bennet and Tinkle Communication);

•         in the first half of 2024, Vivendi acquired 5.3 million Lagardère shares for an aggregate amount of €124 million. This included 4.3 million Lagardère transfer rights, representing a €104 million cash outflow, and 4.2 million transfer rights exercised by Arnaud Lagardère (please refer to Note 2.2 to the Condensed Financial Statements for the half-year ended June 30, 2024);

•         for the first half of 2024, Vivendi repurchased its own shares for €155 million (please refer to Note 17 to the Condensed Financial Statements for the half-year ended June 30, 2024);

•         on May 3, 2024, Vivendi paid a dividend of €0.25 per share in respect of fiscal year 2023, representing a €254 million cash outflow;

•         payment of Lagardère dividends to minority shareowners amounting to €74 million; and

•         net cash outflows relating to financial activities and income taxes for €150 million.

These outflows were partially offset by cash flow from operations (CFFO) generated by the businesses (€160 million) as well as net proceeds from the sale of Vivendi's festival and international ticketing activities (€284 million).

Apart from the split project (please refer to Note 2.1 to the Condensed Financial Statements for the half-year ended June 30, 2024), Vivendi considers that cash flows generated by its operating activities, cash surpluses, net of cash used to reduce its debt, as well as cash available through undrawn bank credit facilities (please refer to Note 20.3 to the Condensed Financial Statements for the half-year ended June 30, 2024) will be sufficient to cover its operating expenses and investments, debt service, payment of income taxes, distribution of dividends and any potential share repurchases under existing ordinary authorizations, as well as its investment projects, for the remaining six months of 2024.

As of June 30, 2024, Vivendi held a portfolio of equity interests in publicly listed companies (including Universal Music Group, MultiChoice Group, Telecom Italia and Banijay Group) with an aggregate market value of approximately €8.45 billion (before taxes), compared to €7.6 billion as of December 31, 2023.

     2.2    Cash flow from operations analysis

Preliminary comments:

Under Vivendi’s definition, EBITDA is calculated as EBITA, as presented in the Adjusted Statement of Earnings, before amortization and depreciation of tangible and intangible assets, restructuring charges, gains/(losses) on the sale of tangible and intangible assets, income from equity affiliates - operational and other non-recurring operating items.

“Cash flow from operations” (CFFO) and “cash flow from operations after interest and income tax paid” (CFAIT), both non-GAAP measures, should be considered in addition to, and not as substitutes for, other GAAP measures of operating and financial performance as presented in the Condensed 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.

(in millions of euros)

     Revenues                                                                                                                                                                                                       92.7 %

Operating expenses excluding depreciation and amortization                                                                                                                        -98.7 %

     EBITDA                                                                                                                                                                                                             53 %

na: not applicable.

a. Includes a €304 million repayment of lease liabilities (of which €237 million related to the concession agreements with Lagardère) and corresponding interest expense of €62 million for the first half of 2024 (compared to €63 million and €9 million for the first half of 2023, respectively).

     2.2.1        Changes in cash flow from operations (CFFO)

For the first half of 2024, cash flow from operations (CFFO) generated by the group’s business segments amounted to €160 million (compared to €228 million for the first half of 2023, which included €106 million in the dividend received from Lagardère, accounted for under the equity method at that date). Excluding the impact of the dividend received from Lagardère for the first half of 2023, CFFO generated by the businesses for the first half of 2024 would have increased slightly. This change mainly reflects on the one hand, the impact of the consolidation of Lagardère (€57 million), as well as the growth of Canal+ Group (€8 million) and Gameloft (€18 million), while, on the other hand, Havas and Vivendi Village were down (€47 million and €21 million,  respectively).

For the first half of 2024, Vivendi SE received dividends from Universal Music Group for €49 million, Banijay Group (former FL Entertainment) for €29 million and Telefonica for €9 million (these amounts were unchanged compared to the first half of 2023).

     2.2.2           Cash flow from operations (CFFO) by business segment

     Cash flow from operations (CFFO)                            160    228

    a. Vivendi has fully consolidated Lagardère from December 1, 2023.

     2.2.3        Changes in cash flow from operations after interest and income tax paid (CFAIT)

For the first half of 2024, cash flow from operations after interest and income tax paid (CFAIT) was a €10 million net inflow, compared to €206 million for the first half of 2023. This change was mainly due to the decrease in cash flow from operations (-€68 million), as well as the increase in outflows related to financial activities (-90 million euros) and tax (-39 million euros).

For the first half of 2024, cash flow relating to income taxes was a €76 million net outflow, compared to €37 million for the first half of 2023.

For the first half of 2024, financial activities generated a €74 million net outflow, compared to a €16 million net inflow for the first half of 2023. This included net interest paid for an outflow of -€39 million, compared to net interest received for an inflow of +€15 million for the first half of 2023. For the first half of 2024, net interest paid by Lagardère, fully consolidated by Vivendi from December 1, 2023, was €61 million, compared to nil for the first half of 2023.

In addition, other cash items related to financial activities amounted to a -€35 million net outflow (compared to a +€1 million net inflow for the first half of 2023). These cash flows included costs of refinancing Lagardère and canal+ Group's credit facility set up as part of the guarantee of the public mandatory tender offer by Canal+ Group to acquire the MultiChoice shares it does not own. 2.2.4 Reconciliation of CFAIT to net cash provided by operating activities

    (in millions of euros)                                                                                                        

    Net cash provided by operating activities of continuing operations (a)                                             611

Net cash provided by operating activities of discontinued operations (a)

Net cash provided by operating activities (a)

    a. As presented in the consolidated statement of cash flows.

     2.3 Analysis of investing and financing activities

     2.3.1          Investing activities

Net cash provided by/(used for) investing activities of continuing operations (a)

Net cash provided by/(used for) investing activities of discontinued operations (a)

Net cash provided by/(used for) investing activities (a)

Net cash provided by/(used for) financing activities of continuing operations (a)

Net cash provided by/(used for) financing activities of discontinued operations (a)

Net cash provided by/(used for) financing activities (a)

     a. As presented in the consolidated statement of cash flows.

     3    Forward-Looking Statements - Major risks and uncertainties

Cautionary note

This Financial Report contains forward-looking statements with respect to Vivendi’s financial condition, results of operations, business, strategy, plans and outlook, including the impact of certain transactions such as the contemplated split and listing projects and any related transactions, and the payment of dividends and distributions, as well as share repurchases. Although Vivendi believes that such forwardlooking statements are based on reasonable assumptions, such statements are not guarantees of completion of the split projects or of Vivendi's 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 of Vivendi’s control, including, but not limited to, risks related to antitrust and other regulatory approvals as well as any other approvals which may be required in connection with certain transactions such as the contemplated split and listing projects and any related transactions, and the risks described in the documents filed by Vivendi with the Autorité des marchés financiers (the “AMF”) (the French securities regulator), and its press releases, if any, which are also available in English on Vivendi’s website (www.vivendi.com). Accordingly, readers are cautioned against relying on such forward-looking statements. These forward-looking statements are made as of the date of this Financial Report. 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.

Liquidity

As of June 30, 2024, Vivendi’s Financial Net Debt was €3,880 million (compared to €2,839 million as of December 31, 2023), an increase of €1,014 million. This increase mainly reflected the investments made during the first half of 2024 (€848 million, notably at Canal+ Group), as well as the dividend payment to Vivendi shareowners (€254 million) and the share repurchase program (€155 million), partially offset by the sale of Vivendi's festival and international ticketing activities (€284 million).

As of June 30, 2024, the group had €3,510 million credit facilities (Vivendi: €2.3 billion, Lagardère: €700 million, and Havas: €510 million), excluding Canal+ Group's credit facility set up as part of the guarantee of the mandatory public tender offer by Canal+ Group to acquire the MultiChoice shares it does not own (€1.9 billion). Taking into account the outstanding marketable securities issued for €642 million, as of June 30, 2024, €2,868 million of the group's credit facilities were available.

As of June 30, 2024, the average “economic” term of the group’s gross financial debt was 3.2 years (compared to 2.8 years as of December 31, 2023), which is calculated based on the assumption that the available medium-term credit lines may be used to redeem the group’s shortest-term borrowings. For a detailed description on borrowings and other financial liabilities, please refer to Note 20 to the Condensed Financial Statements for the half-year ended June 30, 2024.

Major risks and uncertainties for the remaining six months of the fiscal year

Vivendi is not aware of any risks or uncertainties other than those mentioned above for the remaining six months of fiscal year 2024.

     4    Other Disclaimers

Unsponsored ADRs

Vivendi does not sponsor any 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.

Translation

This Financial Report is an English translation of the French version of the report and is provided solely for the convenience of Englishspeaking readers. This translation is qualified in its entirety by the French version, which is available on the company’s website (www.vivendi.com). In the event of any inconsistencies between the French version of this Financial Report and the English translation, the French version will prevail.

      II-    Appendix to the Financial Report

     1   Quarterly revenues by business segment

     Lagardère                                                                            1,883                                  2,310

     Havas                                                                                    649                                     717

     of which net revenues (b)                                                      617                                     691

     Prisma Media                                                                          71                                       76

     Gameloft                                                                                 68                                       64

     Vivendi Village                                                                        31                                       21

     New Initiatives                                                                        42                                       48

   Generosity and solidarity                                                           -                                         1

Revenues

    Canal+ Group                                                                      1,478                                  1,481                                  1,500                                   1,599

    Lagardère (a)                                                                           na                                       na                                       na                                       670

     Havas                                                                                    611                                     707                                     686                                      868

   of which net revenues (b)                                                       588                                     677                                     654                                      776

    Prisma Media                                                                          73                                       80                                       71                                         85

     Gameloft                                                                                 71                                       68                                       74                                         98

     Vivendi Village                                                                        33                                       48                                       63                                         36

     New Initiatives                                                                        31                                       35                                       37                                         49

   Generosity and solidarity                                                           1                                          -                                         1                                           1

  Elimination of intersegment transactions                                 (8)                                                                                 (6)

Total Vivendi

na: not applicable.

a.       Vivendi has fully consolidated Lagardère from December 1, 2023. Please refer to Note 2.2 to the Condensed Financial Statements for the half-year ended June 30, 2024.

b.       Net revenues, a non-GAAP measure, relates to Havas’s revenues less pass-through costs rebilled to customers.

Intentionally left blank

Unaudited Condensed Financial Statements for the

III-

half-year ended June 30, 2024

Condensed Statement of Earnings

Six months ended June 30,

                                                                                                                                                                   (unaudited)                            Year ended

December 31, 2023

                                                                                                                                         Note         2024                   2023

Provision for income taxes 6 (139) (190) Earnings from continuing operations 193 490 Earnings from discontinued operations               (32)

      Earnings                                                                                                                                                                                                                 458

na: not applicable.

In millions of euros, except per share amounts, in euros.

The accompanying notes are an integral part of the Consolidated Financial Statements.

Condensed Statement of Comprehensive Income

    (in millions of euros)                                                                                        Note

      Earnings                                                                                                                                                                                                       458

Items to be subsequently reclassified to profit or loss   27 Charges and income directly recognized in equity 8 276 Total comprehensive income              734

The accompanying notes are an integral part of the Consolidated Financial Statements.

Condensed Statement of Financial Position

June 30, 2024

December 31, 2023

    (in millions of euros)                                                                                 Note         (unaudited)

   Assets of discontinued businesses                                                            2                                  6

      Current assets                                                                                                                      9,634

      TOTAL ASSETS                                                                                    

Vivendi SE shareowners' equity 16,919 17,108 Non-controlling interests 927 129

Liabilities associated with assets of discontinued businesses                    2

      Current liabilities                                                                                

      TOTAL LIABILITIES                                                                              

      TOTAL EQUITY AND LIABILITIES                                                        

The accompanying notes are an integral part of the Consolidated Financial Statements.

Condensed Statement of Cash Flows

                                                                                                                                                                       Six months ended June 30,           Year ended

                                                                                                                                                                                  (unaudited)                   December 31,

(in millions of euros)                                                                                                                            Note          2024                 2023                  2023

Operating activities                                                                                                                                                                           

EBIT                                                                                                                                                                             409  

Adjustments                                                                                                                                                                 695  

Content investments, net                                                                                                                                               (87) 

Gross cash provided by operating activities before income tax paid                                                                                          

Other changes in net working capital                                                                                                                                       

Net cash provided by operating activities before income tax paid                                                                                            

Income tax (paid)/received, net                                                                                                                                             

Net cash provided by operating activities of continuing operations                                                                                           

Net cash provided by operating activities of discontinued operations                                                                                        

Net cash provided by operating activities                                                                                                                        611  

Dividends received from unconsolidated companies                                                                                 15                     39                    38

Net cash provided by/(used for) investing activities of continuing operations                                             (52) Net cash provided by/(used for) investing activities of discontinued operations                           (23) Net cash provided by/(used for) investing activities                              (585)                       (75)

Interest paid, net                                                                                                                                    5                                              15                       13

Other cash items related to financial activities                                                                                                                                             1                     (27)

Transactions on borrowings and other financial liabilities                                                                                                                         14

Repayment of lease liabilities and related interest expenses                                                                    13 ; 5                         

Net cash provided by/(used for) financing activities of continuing operations                                                                           

Net cash provided by/(used for) financing activities of discontinued operations                                                                                                                    (11)

Net cash provided by/(used for) financing activities                                                                                                    (1,078)                                       (1,470)

Change in cash and cash equivalents                                                                                                                                      

Reclassification of discontinued operations' cash and cash equivalents                                                                                       

Cash and cash equivalents                        At beginning of the period        16           

At end of the period                                                                                                                               16                           

The accompanying notes are an integral part of the Consolidated Financial Statements.

Condensed Statements of Changes in Equity

Six months ended June 30, 2024 (unaudited)

(in millions of euros, except number of shares)                                                                                                         Note

The accompanying notes are an integral part of the Consolidated Financial Statements.

Six months ended June 30,2023

(unaudited)

(in millions of euros, except number of shares)

The accompanying notes are an integral part of the Consolidated Financial Statements.

Year ended December 31, 2023

(in millions of euros, except number of shares)

The accompanying notes are an integral part of the Consolidated Financial Statements.

Notes to the Condensed Financial Statements

On July 24, 2024, the Management Board approved this Financial Report and the Unaudited Condensed Financial Statements for the halfyear ended June 30, 2024. Upon the recommendation of the Audit Committee, which met on July 24, 2024, the Supervisory Board, at its meeting held on July 25, 2024, reviewed this Financial Report and Unaudited Condensed Financial Statements for the half-year ended June 30, 2024, as previously approved by the Management Board on July 24, 2024.

The Unaudited Condensed Financial Statements for the half-year ended June 30, 2024 should be read in conjunction with Vivendi’s audited Consolidated Financial Statements for the year ended December 31, 2023, as published in the “Rapport Annuel - Document d’enregistrement universel” filed on March 21, 2024 with the Autorité des marchés financiers (“AMF”, the French securities regulator). Please also refer to pages 274 to 401 of the English translation^[3] of the “Rapport Annuel - Document d’enregistrement universel 2023” (the “2023 Annual Report - Universal Registration Document”), which is available on Vivendi’s website (www.vivendi.com).

Note 1      Accounting policies and valuation methods

1.1       Interim Financial Statements

Vivendi’s interim Condensed Financial Statements for the half-year ended 2024 are presented and have been prepared in accordance with IAS 34 – Interim Financial Reporting as endorsed in the European Union (EU) and published by the International Accounting Standards Board (IASB). As a result, except as mentioned in paragraph 1.2 below, Vivendi has applied the same accounting methods used in its Consolidated Financial Statements for the year ended December 31, 2023 (please refer to Note 1 “Accounting policies and valuation methods” to the Consolidated Financial Statements for the year ended December 31, 2023, pages 314 to 328 of the 2023 Annual Report - Universal Registration Document) and the following provisions were applied:

•         provisions for income taxes have been calculated on the basis of the estimated effective annual tax rate applied to pre-tax earnings. The assessment of the annual effective tax rate notably takes into consideration the recognition of anticipated deferred tax assets for the full year which were not previously recognized; and

•         compensation costs recorded for share-based compensation plans, employee benefits and profit-sharing have been included on a pro-rata basis of the estimated cost for the year, adjusted, if necessary, for any non-recurring events which occurred over the period.

1.2      New IFRS standards and IFRIC interpretations applicable as from January 1, 2024

Amendments to IFRS standards and IFRIC interpretations issued by the IASB/IFRS IC applicable as from January 1, 2024, had no material impact on Vivendi’s Condensed Financial Statements.

1.3      International tax reform (Pillar 2)

The European Directive implementing the international tax reform( Pillar 2) at EU level was transposed into French law, becoming effective from January 1, 2024. Vivendi applies the exception provided by the amendment to IAS 12 - Income Taxes, related to the Pillar 2 international tax reform, regarding the non-recognition of deferred tax assets and liabilities related to Pillar 2 income taxes.

As of June 30, 2024, Vivendi's assessment of the application of such international tax reform indicates that it is not expected to have a significant impact.

Note 2     Major events

2.1      Project to split the Vivendi group

At its meetings held on December 13, 2023 and January 30, 2024, Vivendi’s Supervisory Board authorized, upon the recommendation of the Management Board, the possibility to study the feasibility of a project to split Vivendi into several entities, each of which would be listed on the stock market. These entities would be structured around Canal+, Havas, Vivendi’s majority interest in Lagardère and the 100% interest in Prisma Media which would be combined into a newly created company, as well as Vivendi.

On July 22, 2024, Vivendi’s Management Board presented to the Supervisory Board an update on the feasibility study of the split project announced on December 13, 2023. To date, the study has demonstrated the feasibility of this project under satisfactory conditions and identified the most suitable stock exchanges for these three companies once separated from Vivendi, considering the nature of their activities and their international exposure.

•         Canal+ would be listed on the London Stock Exchange to reflect the company’s international dimension, particularly as part of the ongoing combination with MultiChoice. With close to two thirds of its subscribers outside of France, a film and TV series distribution network present on all continents, and growth drivers resulting from its recent developments on the African, European and Asia-Pacific markets, a London-based listing would represent an attractive solution for international investors likely to be interested in the group. Canal+ would remain a company incorporated and taxed in France and would not be subject to mandatory stock market regulations on public offers in either the United Kingdom or France. Furthermore, Canal+, depending on the success of its public tender offer for MultiChoice, could be subject to a secondary listing on the Johannesburg stock market.

•         Havas, with the majority of its activities being carried out internationally, would be listed as a Dutch public limited liability company (NV) on the Euronext Amsterdam stock exchange, which already witnessed UMG’s success. Havas NV would be subject to Dutch stock market regulations and adhere to the Dutch Corporate Governance Code. As a result, Havas would be in the best possible position to carry out its new global strategy, Converged, continue its solid growth as well as its strong commercial and creative momentum, and stabilize its share capital, ensuring its sustainability for its talents and clients. To this end, a Dutch legal foundation would guarantee the preservation of the group’s independence and identity, and multiple voting rights, initially double after two years of holding, then quadruple two years later, would be offered to long term committed shareholders, taking into account the length of time the Vivendi shares were held for the double voting rights.

•         A newly named company, Louis Hachette Group^[4], would bring together the assets owned by Vivendi in publishing and distribution, i.e., the Group’s 63.5% shareholding today in  Lagardère SA and 100% of Prisma Media. This company would be listed on Euronext Growth in Paris, consistent with the continued listing of its subsidiary Lagardère SA on the regulated market of Euronext Paris. 

All three of these companies would keep the decision-making center of their activities, as well as their operational teams, in France: Canal+ and Havas, although listed outside of France, would remain French tax residents for French corporate income tax purposes. 

In the interest of legal certainty, discussions have been initiated with the authorities to clarify the tax treatment of this transaction. In anticipation of the entry into force of new provisions that could govern the tax treatment of partial splits, the application of common tax rules would lead, on the one hand, to considering the tax treatment of reimbursement of capital, and, on the other hand, to considering the tax treatment of investment income up to the amount of Vivendi’s distributable reserves, for the listings planned in this project.

In this configuration, Vivendi would remain a leading player within the creative and entertainment industries, listed on the regulated market of Euronext Paris. Vivendi would continue to develop and transform Gameloft and actively manage a portfolio of investments (foremost among them being UMG) in sectors perfectly familiar to its teams for many years, while having the means and ambition to initiate new investments in related activities. Vivendi would also retain the minority interest it could acquire in Lagardère SA through the exercise of the transfer rights issued as part of the 2022 public tender offer, which remain exercisable until June 15, 2025. Vivendi would also provide a certain number of services to the three listed companies resulting from the split. 

Tax issues related to this project are still being studied.

The procedures for informing and consulting the employee representative bodies of the concerned Group entities have been initiated. It is reminded that at this stage, and according to applicable law, no decision to carry out this project has been, or can be, taken, and that no further action, even potential, can be presumed with regard to this project. 

In parallel with the procedures for informing and consulting the employee representative bodies, a number of discussions will be organized with tax and regulatory authorities, including stock exchange regulators.

If this project were to proceed following the information and consultation procedure, a decision could be taken at the end of October 2024 with the aim of submitting it to an Extraordinary Shareholders’ Meeting which could be held in December 2024. This transaction would therefore only be carried out if it were to be approved, during this Shareholders’ Meeting, by a two-thirds majority of the shareholders.

If the split project were to continue, Vivendi would have to readjust its debt and new financing would be put into place. The availability of sufficient funding is one of the conditions for the split project.

In line with the strategic plan aimed at enabling the Group’s different businesses to seize investment opportunities in future, post-split, Canal+ and Havas would have virtually zero net debt, with the exception of the debt put in place by Canal+ for the MultiChoice public tender offer. Louis Hachette Group would have no debt of its own except for Lagardère’s net debt of approximately €2 billion which has recently been refinanced. Following the split, Vivendi could have a net debt of around €1.5 to €2 billion.

If approved by the Extraordinary Shareholders’ Meeting, the allocation of the shares in the various companies concerned to Vivendi’s shareholders and their listing on the stock market, are expected to take place in the days following such meeting^[5].

Following the allocation of the shares of the entities resulting from the split, the Bolloré group would hold approximately 30.6% of the share capital and voting rights of Canal+ and Louis Hachette Group. It would hold approximately 30.6% of the share capital of Havas NV and could, due to the double voting rights, hold over 40% of the voting rights. The implementation of this project is not expected to lead to the launching of a public tender offer for Vivendi or for any of its separated entities. The contribution of the majority stake of Lagardère SA’s share capital to Louis Hachette Group will be the subject of a request to the AMF for an exemption from the mandatory public tender offer requirement, based on a rationale specific to a split transaction. 

Accounting treatment of the split project

In accordance with IFRS 5 “Non-current assets held for sale and discontinued operations”, an entity shall classify a non-current asset (or disposal group) as held for sale if its carrying amount is recovered principally through a sale transaction rather than through continuing use. To meet this definition, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal group) and its sale must be highly probable.

As described above, once the partial split of Canal+ and Louis Hachette Group and the payment of the distribution of Havas will occur, Vivendi will lose control. The actual completion of the split project is subject to the following conditions:

i.         Obtaining the opinion of the employee representative bodies within the Group following the procedures for informing and consulting, which were initiated on July 22, 2024. According to applicable law, no decision on the implementation of the split project has been, or can be, taken, and that no further action, even potential, can be assumed with regard to this project pending the opinion of the employee representative bodies.

ii.        Obtaining the approval from the Financial Conduct Authority (FCA) and the Autoriteit financiële markten (AFM), financial market authorities in the United Kingdom and the Netherlands respectively, of the listing prospectus of Canal+ and Havas respectively, and on Euronext in the information document for listing Louis Hachette Group, and, then, the effective admission of the shares of Canal+, Havas and Louis Hachette Group to trading on the London Stock Exchange, Euronext Amsterdam and Euronext Growth respectively.

iii.      The favorable vote of Vivendi SE’s Extraordinary General Shareholders’ Meeting which, subject to the fulfilment of the two previous conditions, could be called at the end of October 2024 and held in early December 2024. As a reminder, the split project must obtain a qualified two-thirds majority and no shareholder of Vivendi has ever exercised such a qualified majority alone.

Finally, the risk of a triple simultaneous listing on three separate stock exchanges is a source of significant uncertainty in the current economic and political context, itself uncertain. As such, even if the study conducted seems to demonstrate at this stage the feasibility of the split project of Vivendi under satisfactory conditions, as of June 30, 2024, it cannot be considered as highly probable that its effective implementation will take place within the 12-month period provided for in IFRS 5, considering the risk of execution caused by regulatory and economic uncertainties, and the unpredictability of the outcome of the vote at Vivendi’s Extraordinary General Shareholders' Meeting in December 2024.

In view of the above considerations, Vivendi considers that the proposed split does not meet the requirements for applying IFRS 5 in the Condensed Financial Statement for the half-year ended June 30, 2024.

2.2       Acquisition of Lagardère

Vivendi’s equity investment in Lagardère

As a reminder, as of December 31, 2023, taking into account the exercise of transfer rights as from November 30, 2023, Vivendi held 84,399,064 Lagardère shares, representing 59.80% of the share capital and 50.62% of the theoretical voting rights in Lagardère. As of that date, 27,683,985 transfer rights giving right to 19.62% of Lagardère’s share capital were exercisable, recognized as a financial commitment of €667 million, and accounted for as a financial liability in the Statement of Financial Position.

On December 11, 2023, the general meeting of holders of Lagardère transfer rights approved the extension of the exercise period until June 15, 2025. The other terms and conditions of the transfer rights remain unchanged, in particular the exercise price for each transfer right of €24.10.

In the first half of 2024, Vivendi acquired 5,273,214 Lagardère shares for an aggregate amount of €124 million. This included 4,310,512 exercised transfer rights representing a cash payment of €104 million, including 4,191,547 transfer rights exercised by Arnaud Lagardère. 

As of June 30, 2024, taking into account the exercise of transfer rights as from December 31, 2023, Vivendi held 89,672,278 Lagardère shares, representing 63.54% of the share capital and 59.10% of the theoretical voting rights. As of that date, 23,373,473 Lagardère shares were exercisable, recognized as a financial commitment of €563 million for 16.56% of the share capital, accounted for as a financial liability in the Statement of Financial Position.

Vivendi’s consolidation of Lagardère

Vivendi has fully consolidated Lagardère from December 1, 2023. At that date, in accordance with IFRS 3, Vivendi recorded a preliminary goodwill (€2,401 million) equal to its share of Lagardère’s consolidated net assets as of December 1, 2023. In addition, as of that date, Vivendi recognized the financial liability corresponding to share transfer rights as an adjustment to equity attributable to Vivendi SE shareowners.

In accordance with IFRS 3, since the business combination was achieved without a transfer of consideration, the fair value of the consideration transferred on the acquisition date is equal to the fair value of the interest in Lagardère held as of that date, amounting to €24.10, which corresponds to the exercise price of the Lagardère share transfer rights.

(in millions of euros)

Cash investment as of November 30, 2023

Impact of the equity method from July 1, 2021 to November 30, 2023

Net carrying amount of equity affiliates as of November 30, 2023

IFRS 3 revaluation during full consolidation as of December 1, 2023 (a)

Fair value of interest (59.75%) as of December 1, 2023

a. Vivendi used the purchase price of the Lagardère transfer rights as the reference price for valuing the acquisition price of 59.75% of Lagardère, being €24.10 per share.

The purchase price allocation work began during the first half of 2024 and is still ongoing as of June 30, 2024. The preliminary goodwill amounts to €1,019 million corresponding to Vivendi share of Lagardère’s consolidated net assets as of December 1, 2023, after revaluation at fair value at that date of identifiable assets and liabilities, in accordance with IFRS 3 (partial goodwill method).

Lagardère's identifiable assets and liabilities were measured at fair value on the acquisition date. The preliminary allocation of the acquisition price of Lagardère to the acquired assets and liabilities assumed is as follows:

Other net assets/(liabilities)                                                                                                                                                  -                             352

Fair value of assets/(liabilities) attributable to Vivendi SE shareowners                                                                                                      1,013

Fair value of interest (59.75%)                                                                                                                                                                       (2,032)

Preliminary Goodwill                                                                                                                                                                                    (1,019)

a. Consolidated net assets as recorded by Vivendi at the acquisition date and published in the Consolidated Financial Statements for the year ended December 31, 2023.

The fair values of the acquired intangible and tangible assets have been determined with the assistance of third-party appraisers, using the following methods:

•      the Relief from royalty method for Travel Retail brands and other brands of Lagardère, using royalty rates determined based on  market reference;

•      the Excess earnings method for publication title, and distribution contracts of Lagardère Publishing, concessions of Lagardère Travel Retail, and broadcasting rights; and

•      market comparables method and the cost method for real estate assets.

On the acquisition date, the fair value of publication titles, accounted for in content assets amounted to €1,152 million. The fair value of  concession contracts, and brands accounted for in other intangible assets amounted to €1,639 million and€893 million, respectively.

In accordance with IFRS 3, deferred taxes resulting from the revaluation of acquired assets and assumed liabilities have been assessed and recognized in accordance with IAS 12 considering the applicable tax rate of each relevant territories.

The recognized amounts as of June 30, 2024 are still considered as preliminary and may be adjusted if additional information is obtained regarding facts and circumstances that existed prior to the acquisition within 12 months following the acquisition date in accordance with IFRS 3. If applicable, these adjustments will be recognized against goodwill.

The preliminary goodwill of €1,019 million relates to the value of future profits anticipated by the acquirer and to intangible assets nonidentifiable, including (i) the company's ability to renew its concessions, (ii) potential synergies or any other developments, and (iii) the fair value of the workforce.

2.3       Investment in MultiChoice Group

As of December 31, 2023, Canal+ Group held 149.4 million shares in MultiChoice Group Ltd ("MultiChoice"), representing 33.76% of MutiChoice's share capital. As of that date, the purchase price of Canal+ Group’s interest in MultiChoice amounted to €936 million (ZAR113.82 per share in average).

In early February 2024, Canal+ Group announced that it had sent to the MultiChoice’s board of directors a non-binding intention to make an offer for the MultiChoice shares it did not own at a price of ZAR105 per MultiChoice share, which was rejected by MultiChoice's board of directors. Canal+ Group continued its purchases of shares on the market operated by the Johannesburg Stock Exchange ("JSE") and crossed the threshold of 35% of the capital of MultiChoice. In a decision dated February 28, 2024, the Takeover Regulation Panel ("TRP") ruled that Canal+ Group should, in view of the crossing of said threshold, launch a mandatory public tender offer for the shares of MultiChoice that it did not already hold, for the benefit of the other shareholders of MultiChoice. 

Following the issuance of such a decision, Canal+ Group and MultiChoice confirmed their intention to mutually co-operate in this process by signing an exclusive co-operation agreement on April 7, 2024 and jointly published a firm intention announcement ("FIA") on April 8, 2024.

On June 4, 2024, Canal+ Group and MultiChoice issued a combined circular to MultiChoice shareholders regarding the mandatory public tender offer by Canal+ Group to acquire the MultiChoice shares that it does not already own for a consideration of ZAR125 per share, representing an aggregate consideration of ZAR35,373 million, fully financed from funds available to Canal+ Group.

In accordance with South African takeover regulations, Canal+ Group provided the TRP with a bank guarantee issued by a South African bank on behalf of Canal+ Group. Under such bank guarantee, the guarantor has agreed to pay up to a maximum amount equal to ZAR35,373 million in relation to the mandatory offer, upon the offer becoming operative and being implemented.

Simultaneously, to cover the bank guarantee, Canal+ Group entered into a credit facility, which may be utilized by way of the drawing of loans and the issue of a letter of credit, up to a maximum amount of €1,900 million. Vivendi SE acted as guarantor (caution solidaire) in respect of Canal+ Group obligations under the credit facility, Canal+ Group being the primary obligor.

In addition, Canal+ Group set up a derivative financial instrument to hedge its EUR-ZAR foreign currency risk for a notional amount of €1,200 million.

The mandatory offer by Canal+ Group and its implementation are subject to the fulfilment or, where permitted, waiver of various regulatory conditions by April 8, 2025 provided that: (i) Canal+ Group shall have the right (at its sole discretion) to extend this date on up to two occasions only, for a period of six months each; and (ii) MultiChoice and Canal+ Group shall have the right by mutual agreement (on one or more occasions) to extend this date. Each such extension will be subject to prior consultation with the TRP in accordance with the requirements of the TRP and any other applicable laws.

The offer consideration of ZAR125 per share represents a 66.66% premium compared to the last closing price for MultiChoice shares on the last trading day prior to the announcement in early February of the non-binding intention to make an offer and a 63.96% premium compared to the 30-day volume weighted average price (VWAP) prior to the announcement in the early February of the non-binding intention to make an offer.

Canal+ Group believes that the substantial premium recognizes the potential benefits that may be realized by combining Canal+ Group and MultiChoice.

A combined group would be better positioned to address key structural challenges and opportunities resulting from the ongoing digitalization and globalization of the media and entertainment sector. This could have significant benefits for the African creative and sports ecosystems, by facilitating the distribution of high-quality content created on the continent to an international audience.

Canal+ Group intends that, should its European listing proceed, there will be an opportunity for South African investors to become shareholders of the combined entity as part of a secondary inward listing on the JSE.

Canal+ Group and MultiChoice recognize that the economic transformation of South Africa and “Broad-Based Black Economic Empowerment” ("BBBEE") are imperatives both in the broader context and for MultiChoice. Canal+ Group is fully committed to maintaining MultiChoice’s BBBEE credentials and acknowledges the key role played by Phuthuma Nathi in this regard.

As of June 30, 2024, Canal+ Group held 200.0 million MultiChoice shares, representing 45.20% of its share capital. South African regulations prohibit any foreign investor (excluding countries in the African Union that entered into bilateral agreements) from holding a direct or indirect financial interest of more than 20% of the voting rights or controlling a company holding commercial television broadcasting licensing. The bylaws of MultiChoice limit the voting rights of all foreign shareholders to 20% with, if necessary, a proportional reduction of their voting rights (scale back mechanism).

As of June 30, 2024, the purchase price of Canal+ Group’s interest in MultiChoice amounted to €1,221 million (ZAR113.95 per share in average).

2.4       Completion of the sale of festival and international ticketing activities

On April 2, 2024, CTS Eventim, a leading international provider of ticketing services and live entertainment, and Vivendi entered into a put option agreement regarding the sale of Vivendi’s festival and international ticketing activities.

On June 6, 2024, after consulting the relevant employee representative bodies, Vivendi and CTS Eventim announced that they had completed the sale of Vivendi’s festival and international ticketing activities for a total enterprise value of approximately €300 million.

Vivendi's performance hall activities, including L'Olympia in Paris, as well as See Tickets France and Brive Festival, were not part of this transaction.

2.5       Other events

•         As part of the recapitalization of Viaplay, a restructuring plan was approved on January 10, 2024 by Viaplay Group’s Extraordinary General Meeting. On February 9, 2024, following the recapitalization, Canal+ Group announced that it had increased its 12% interest in Viaplay Group to 29.33%, confirming its position as the largest shareholder of Viaplay. Canal+ Group exercises a significant influence on Viaplay, which is accounted for under the equity method from February 9, 2024.

•         On January 31, 2024, following approval by the French Competition Authority, Canal+ Group completed the acquisition of the OCS pay-TV package and Orange Studio, the film and series co-production subsidiary, from its historical partner Orange. The French Competition Authority authorized the transaction after a detailed analysis of its effects on the market and made it subject to compliance with several commitments by Canal+ Group.

•         On February 26, 2024, Canal+ Group announced that it held 30% of Viu's share capital. On June 20, 2024, Canal+ Group announced that it held 36.8% of Viu’s share capital, after releasing the final tranche of its staggered $300 million investment. Canal+ Group had purchased an option to increase its ownership interest in Viu to 51%.

•         At its meeting held on May 22, 2024, the Board of Directors of Lagardère authorized the signature of a preliminary memorandum of understanding and the continuation of exclusive negotiations with the LVMH group for the sale of Paris Match magazine, which would be subject to the finalization of negotiations, on the basis of an enterprise value of €120 million. Any proposed sale is also subject to approval by the competition authorities and could be completed at the end of September 2024.

•         On June 28, 2024, Vivendi and all the institutional investors entered into a settlement agreement, ending the dispute over the allegedly inaccurate financial communications published between 2000 and 2002. Considering the financial consequences of this settlement, the amount totaled -€95 million (for a detailed description of this litigation, please refer to Note 21).

Note 3    Group’s outlook with regard to economic uncertainties

Vivendi notes that the current macroeconomic uncertainties have a significant impact on the financial markets and the prices of certain commodities, which affect the outlook of the global economy. Vivendi has, to the best of its ability and using current analyses, taken into account the indirect consequences of these events in determining the value of its business activities as of June 30, 2024 and remains confident in the capacity for resilience of its main businesses.

3.1           Liquidity

As of June 30, 2024, Vivendi’s Financial Net Debt was €3,880 million (compared to €2,839 million as of December 31, 2023), an increase of €1,014 million. This increase mainly reflected the investments made during the first half of 2024 (€848 million, notably at Canal+ Group), as well as the dividend payment to Vivendi shareowners (€254 million) and the share repurchase program (€155 million), partially offset by the sale of Vivendi's festival and international ticketing activities (€284 million).

As of June 30, 2024, the group had €3,510 million credit facilities (Vivendi: €2.3 billion, Lagardère: €700 million, and Havas: €510 million), excluding Canal+ Group's credit facility set up as part of the guarantee of the mandatory public tender offer by Canal+ Group to acquire the MultiChoice shares it does not own (€1.9 billion). Taking into account the outstanding marketable securities issued for €642 million, €2,868 million of the group's credit facilities were available as of June 30, 2024.

As of June 30, 2024, the average “economic” term of the group’s gross financial debt was 3.2 years (compared to 2.8 years as of December 31, 2023), which is calculated based on the assumption that the available medium-term credit lines may be used to redeem the group’s shortest-term borrowings. For a detailed description on borrowings and other financial liabilities, please refer to Note 20.

3.2      Consideration of climate change

The consequences of climate change and the commitments made by Vivendi in this respect had no significant impact on the Condensed Financial Statements for the half-year ended June 30, 2024.

Note 4       Segment data

4.1      Statement of earnings by business segment

Six months ended June 30, 2024

(in millions of euros)            

Earnings before provision for income taxes                                                                                                                                                                                                                                                                         332

Provision for income taxes

Earnings from continuing operations

Earnings from discontinued operations Earnings

* non-GAAP measures.

Six months ended June 30, 2023

                                                                                                                                       Canal+                       Prisma                        Vivendi         New                                                                                                                                     Generosity                Eliminations                     Total

(in millions of euros)                                                                                                                          Havas                      Gameloft                        Corporate

                                                                                                                                        Group                       Media                        Village      Initiatives                                                                                                                                  and solidarity                and other                    Vivendi

Earnings before provision for income taxes                                                                                                                                                                       370

Provision for income taxes

Earnings from continuing operations

Earnings from discontinued operations Earnings

* non-GAAP measures.

Year ended December 31, 2023

                                                                                                                           Canal+                                          Prisma                      Vivendi        New                                                                                                                         Generosity                                    Eliminations                    Total

(in millions of euros)                                                                                                              Lagardère     Havas                      Gameloft                  Corporate