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Vivendi Universal (NYSE:V)

Q4 2005 Earnings Conference Call

March 1st 2006, 8:30 AM.

Executives:

Daniel Scolan, IR

Jean-Bernard Levy, Chairman, CEO, Member of Executive Committee

Jacques Espinasse, CFO, Member of Management Board, Member of Executive Committee

Pierre Trotot, SFR - Senior Executive Vice-President

Frank Esser, SFR - CEO

Eric Pradon, EVP Finance Canal+ Group

Analysts:

Jeffery Fieler, Bear Stearns

Ian Whittaker, UBS Warburg

Paul Reynolds from Deutsche Bank

Marc Sugarman from Citigroup Smith Barney

Richard Jones from Lehman Brothers

Julien Roch, Merrill Lynch

Mark Harrington, ABN Amro

Richard Houbron from IXIS Securities

Giasone Salati, Credit Suisse First Boston

Andrew O’Neill from Sanford Bernstein

Sebastien Mourot from JP Morgan

Edward Steel, Morgan Stanley

Daniel Scolan, IR

Dear investors and analysts, ladies and gentlemen. Mr. Jean-Bernard Levy, Chief Executive Officer and Mr. Jacques Espinasse, Member of the Board and Chief Financial Officer, will be pleased to present the 2005 first half -- not first half, but full year earnings and 2006 Vivendi outlook of Vivendi Universal.

This presentation will be in English; with a simultaneous translation so you have the translation in the room on the French language is on Channel One. This meeting is also in close call on this webcast on our website, vivendiuniversal.com/ir where the slides are available for download. A replay of this meeting with conference will be available for two weeks on our website and this presentation will be followed by a Q&A.

In order, and thank you, to have the best quality of communication of your question from the line, please introduce yourself and your company and please, if you can ask questions one at a time and (indiscernible) to you as we can. Thank you so much, and I am now pleased to introduce our Chief Executive Officer, Mr. Jean-Bernard Levy.

Jean-Bernard Levy, Chairman, CEO, Member of Executive Committee

Thank you very much. Welcome to all of you here, and also to those who are joining on the call. I am happy to report that the 2005 has been an excellent year and that we are looking into 2006 as another year of growth in profit.

In 2005, we exceeded our targets. We guided at first towards €1.1 billion of adjusted net income and then towards more than €1.8 billion and at the end of the day, we have achieved adjusted net income of €2.078 billion, so it is well above target. This explains the very successful performance of all our business units where they have all, for the first time ever within Vivendi, they have all contributed to profit.

We are also pleased to the propose to the Annual Meeting, which will be held in about six weeks time, that we raised the dividend, we showed in 2005 a dividend of €0.6. We will show in 2006 a dividend of €1. This is a distribution rate, payout rate, of 55% which is slightly above our 50% guidance, and shows how optimistic we are with respect to our future. Our strategy is therefore paying off.

We are committed to invest in creation, content and technology, and foster loyalty in our subscribers. We wish to promote innovation, creativity and operational synergies, and to make the appropriate investments at the right time. Our strategy is made of financial goals and priorities and our general mission statements.

Our strategy, our mission statement, is to further strengthen our leadership positions in superior content and distribution businesses, and to pursue new digital services revenue streams that can take advantage of the rise of mobility and broadband.

We are at the heart of the digital age of mobility and broadband communication demand from consumers. We are one of the best placed companies worldwide to benefit from increasing demand from consumers for entertainment and interactive media.

Our financial goals for 2006 are to continue to grow the EPS, adjusted net income and EPS in a range of +11% to +13% when compared to 2005 and our goal is to continue with a payout, to pay the dividend of a minimum 50% of adjusted net income, which means the dividend should grow again in 2007 when we start the 2006 results.

Our number one priority is to further leverage our leadership position. We are committed to organic growth. We want to capitalize on our subscriber-centric business model in order to launch innovative services which will benefit from the digital evolution. At the same time, we will seek avenues to build further efficiencies across the businesses.

We want to optimize the cash returns to the shareholders, and in order to do that, we need to develop competitive advantages all throughout the businesses. We have a specific, high level priority in 2006 which is the combination of Canal+ and TPS and to close that as soon as possible this year and to make it happen in the strategy that we have developed for the last three years in the area of pay-TV. We also have some accretive acquisitions in mind that will expand our EPS growth potential. All in all, we are committed to returning cash to shareholders.

Our asset, our portfolio, is key to our success. The strength of our assets is made through a balanced group of highly scalable content and subscription driven distribution businesses. And simultaneously, we have no exposure to slow growth industries like publishing or radio.

Thanks to our management skills, to our global resources, our assets are growing faster than the market, faster than the competitors and so we are able to generate cash for the shareholders. Our businesses are well established and can generate predictable cash-flows and earning visibility, and we can offer significant scalability in order to capture new revenue streams.

Our businesses are ideally positioned to benefit from the rise of mobility and broadband. Our businesses are attractive to the younger demographics. These people are leading the global digital transformation, and we are well placed to take benefit of that.

Beyond our superior assets, we have the right management team the right strategies and the right structure in place so that these businesses can generate value, and let me just expand a bit on what makes VU stand above.

Most important is our united management. We have a united management board focused on value creation. It is comprised of the head of each of Vivendi’s businesses. We work together to share ideas and resources with the goal of leveraging our market leading positions to drive new revenue streams, and we have ensured that our interests, all through the management team and through the company, are allowing with the interest of the shareholders, so we are incentivized to drive the results in that direction.

We have united management. We have -- sorry, if you go back one page. Here we are. We have a united management. We also have high quality partners, General Electric, Vodafone, The Kingdom of Morocco, are outstanding partners that can help us enhance our performance. We have a strong balance sheet, so we have financial flexibility and room to grow the businesses.

We have discipline. We have best-in-class internal controls, and we have put in place also the Group Sarbanes-Oxley constraints. I’m not sure that’s good, but we’ve done it.

We have a strict budgeting process, and we are ensuring that each business is efficiently managed. Technology is present also throughout the Group to drive growth, so that we can focus on innovation. We consider ourselves as leaders in the launching of new digital content and distribution services.

And finally, we are optimizing capital allocation. We have resources in order to support organic growth, which is key, and we have a discipline that models acquisition strategy in order to enhance the return to the shareholders.

Innovation, these two ideas lead to new subscribers. We have many examples of our ability leverage our leadership positions in content and distribution in order to drive digital subscription services, and we have many examples. World of Warcraft is obviously something totally new in the games business. Universal Music Group is not only leading in selling records; it’s also the leader in selling new business -- new streams of business and revenues in the digital music world.

SFR is the leader in France for the third year in a row, in net subscriber additions. Canal+ Group is totally in line with a plan we had when we acquired the soccer rights, and has added more than 300,000 subscribers in the portfolio in 2005. Maroc Telecom is supported by fantastic growth of its mobile customers in 2005 and by a quasi-monopoly in VSL subscriptions.

At the end of the day, we are benefiting from the highly scalable subscription driven business model that is present almost all throughout the Group and let me just give a few more words about 3G. We see innovation in mobility at the core of the development of Vivendi. Our expertise is especially evident with regard to launching mobile subscription services and you can see the breadth of the new services that are allowed by the 3G network that has been implemented also in France, and where for the first time the alternative operator is ahead of the incumbent, the first time in France.

Let me give you the key business priorities for each of our assets. Universal Music Group is the leader in the recorded music business and we wanted to become also the leader as a music entertainment company, in order to create new revenue streams through the proper leveraging of our content and brands.

Universal Music Group is a proxy for the global growth of the digital music business. Our management team is exceptional. It has a proven ability to consistently generate hits, attract new talent and beat competition.

Our cost reduction program has produced improved margins, and we have a number of new initiatives in the digital businesses like our investment in the music-centric MVNO in the United States called Amp'd Mobile which is off to a great start, and other new initiatives in TV related or video related or internet related innovative services. We are also committed to expand our music publishing revenues where we have various plans in case there are openings in terms of acquisitions.

VU Games is a great revival story, thanks not only to the nice gentleman you have on the top right-hand part of the page, our Friend citizen, who is a great rapper, but also a great lead in two very successful games, leading its category in console games where it’s been launched, including in France, where it was launched last week at the same time as the movie called Bulletproof.

But not only can we leverage in the games area our breadth of talent, some of it coming from our music business, we can also continue to grow World of Warcraft, which is really completely new era in online games. I’m happy to tell you that we are now at 6.25 million users all throughout the world, and we have been successful everywhere we launched the game, be it in Korea and China, be it in the United States, or in Europe.

We have, with World of Warcraft, which represents almost 50% of our revenues, very successful subscription based model, with good visibility. We are focused on sustaining the longest life of the game through investment in new versions and enhancements. At the same time with the studios we acquired, four studios acquired last year, we are going to capitalize on our franchises in order to be a stronger player in the console game, a game which 50 Cent game is already a good example.

We also have decided to launch a wireless games division in order to become one of the key players in that area. We will have a solid pipeline of new titles across all existing platforms with a specific focus on the fastest growing ones, which are the online and the wireless distribution tools.

Canal+ Group, the key priority is pretty obvious; the TPS combination with Canal+ and CanalSat is a key element of the strategy. We initiated that already a little while ago. A lot of skepticism, but at the end of the day, our strategy, to acquire content, to spend in marketing, to get new subscribers, has led to this very obvious combination which will drive the growth of the pay-TV business in France which as one knows, is still under-developed.

We are putting a lot of efforts in order to get this combination cleared by the anti-trust authorities here in France as soon as possible. We hope that this will happen during the second half of 2006.

Simultaneously, with the development of DTC, we will see an acceleration of the digital migration from our still significant portfolio of analogue subscribers, and we will grow ARPU through the digital migration and also through various innovative new services such as high definition and VOD which are already available and are very close for high definition and through mobile TV and DVB-H which are just starting or experimenting, and which will drive the growth of ARPU.

We have been able to keep operating profit of Canal+ stable through the time of these great efforts in content acquisition and marketing expenses. We have now the commitment to drive the growth of the operating margin towards that of the best-in-class in that area, or very close to it in the United Kingdom with BSkyB which will channel our long-term plans.

SFR over the last few years has grown a leadership position in terms of network, quality, brand, the wellness and growth. It is the most innovative player in a very competitive French market. It benefits from being part of VU as well as it benefits from having a strong partnership with its other shareholder, Vodafone.

We have good earnings visibility. We haven't rolled out HSDPA which will recall 3.5G or 3G+ as from mid 2006, in order to enhance the speed, the ease of use and to grow the ARPU of the 3G clients. We will also drive the cost per minute down in order to further improve profitability.

Maroc Telecom has kept very significant market leadership in a rapidly growing wireless market. It has exceptional earnings visibility and penetration can still grow quite a bit after an exceptional year in 2005 where the number of subscribers grew 40%, 4-0, 40% almost from end ’04 to end ’05.

We have a significant opportunity to leverage the expertise of Vivendi in launching music and game services, and we have also a strong growth in the number of DSL clients that we have won on the market. We have to prepare for competition in the fixed line business, and we are confident that Maroc Telecom still has a lot of room for more growth and more profitability.

I just want to end this presentation quickly with a chart focusing on our acquisition strategy. While the organic growth of the businesses is a key driver to the performance of Vivendi, we have said that there are a limited number of potential acquisitions ahead of us, which can help enhance our businesses and grow our earnings. And we have indeed achieved what we presented a little more than a year ago in terms of acquisition strategy.

We did acquire a further 16% in Maroc Telecom at a reasonable price. We did purchase four game development studios in order to enhance our business and to help us grow in the console area. We did finally manage to totally unwind the very complex relationship we had with InterActive Corporation and which is Mr. Barry Diller’s company and we achieved that in May of last year in very good conditions.

We did acquire the minority interests from Matsushita that had some presence in Universal Music Group and in NBCU and we have made this acquisition with a significant discount from its full stretch price considering the liquidity and minority status of these shares.

We did say a few years ago that we believed that one day, there would be the combination of Canal+ and TPS in order to enhance the proposal to the consumer, and we have indeed, in a quicker timeframe than we thought, announced the acquisition of TPS in December of 2005, and a deal with Lagardere a few weeks ago, which will help us streamline our organization and be more efficient.

We have a long battle which I believe is now much closer to its final end in Poland, and we believe that we will manage to achieve our goal which is to strengthen our equity investment and PTC and to gain full, co-control of PTC as we used to have in good conditions. This will be an extremely accretive acquisition. It is ongoing. It has been for quite some time but you may have seen from various legal decisions made by courts in Poland and in Austria, in the United Kingdom, that the tide has turned, that all these decisions have been in favor of Vivendi, the risk that we are ex-appropriated is now much smaller and everybody feels that we will, I am sure, prevail, and gain back this investment.

We have an opportunity, right now, in the next few weeks, to acquire 35% of Tunisie Telecom, to become the strategic partner of the Tunisian government, and to create value there in a market which is under-developed, and with a company which has its assets but which can also to do much better. We believe this will be a very promising new asset for Vivendi, should we win it, and we may not win it if the price it takes to win it is not what we feel is the right price. And we have various opportunities in music recording and even more in music publishing, which we want to seize if these opportunities do materialize.

As a complement to organic growth, our acquisition strategy is very respectful of shareholder interests and as a generation of cash returns for the shareholders, but it is on top of organic growth, a key element of our strategy moving forward.

Let me now turn to Jacques Espinasse. Jack will give you a more detailed presentation of our 2005 results. Thank you very much.

Jacques Espinasse, CFO, Member of Management Board, Member of Executive Committee

Well, good afternoon ladies and gentlemen, investors and analysts, bankers, colleagues and friends. This afternoon I will try to be brief, because after all, when very large companies are doing well, when they are profitable and paying out substantial dividends, the only question now worth asking is whether the performance will last, what the quality of the strategy is, and how it will be carried out in the future. So you just heard Jean-Bernard Levy and you know that on our part, we have no doubt on these matters.

Let me remind you that on March 10, 2005, about a year ago, and by the way, you noticed that we are ten days ahead of last year, and last year was about 35 days ahead of the previous year, so we’ve gained in closing our accounts in two years about 40 days, we cannot continue at this rate otherwise we would close the account before the end of the year, and clearly, we’ll be still making some progress but we are very proud that our accounts have been closed before the end of February.

We told you last year, on March 10, that our adjusted net income target, the figure which excludes, as you know, all the central items such as profit from businesses that we have sold, and capital gains and losses on sales that really shows the company’s indigenous growth was about to be €1.8 billion.

On November 17, we raised our target and we stated that it would exceed this objective, and really, we have delivered that for the third consecutive year, to do better than we told you what we would be doing. Our adjusted net income is therefore €2.078 billion.

It is an increase of 55%, we are proud of that, and we have also stated that our policy in relation to dividend payout would be to distribute at least 50% of the adjusted net income. This is achieved and will be achieved with the support of the supervisory board since we will propose to the General Meeting a dividend of €1 per share compared to 2004 figures of 60 cents of a Euro. That’s an increase of 67%. The total dividend payout will be €1.146 billion.

Now, let’s look at some of the key elements of the Group’s operating performance. Now revenues are nearly €19.5 billion, up 7% on a fully comparable basis. Earnings from operations are €3.7 billion, up 14% on a comparable basis. Ratio of earnings from operations of revenues, that’s a margin of 19.2%, which has been improving for the fourth consecutive year. I will come back to that.

Our adjusted net income per share, up 55%, cash-flow from operations before CapEx at €5.650 billion, up 3% versus last year. Financial net debt, at €3.8 billion, down by nearly 90% in Euros. All these figures speak for themselves and is legal which can be added.

As you can see from the summary, which is presented before you, since 2001, the Group’s revenue margin has continually increased, and very substantially so. In 2002, it was 6.5% of revenue. In 2005, it’s 19.2 and when we you look at the growth of the adjusted net income in relation to revenue, this proves if it needed to be proven, how appropriate our rationalization of operations have been, and also, the quality and profitability of these investments that we have made in the last three years. You could say that it proves the appropriateness of our economic model.

I have an obligation to present you with the figures as published but not approved by our auditors. They show growth in revenue of 9% and growth in earnings from operations of 16%, namely 2 points for each one of them more than the comparable figures.

You will also note that income from equity affiliates is up 48% since we now have NBCU for a full year instead of that seven and a half months for 2004. Interest is down by half, earnings attributable to equity holders of the parent, down for technical reasons. Since in 2004 they include a substantial capital gain in respect of Veolia Environnement to the tune of €1.606 billion. Adjusted net income is up 55%. That is an increase of €740 million.

I should also point out that the transition from earnings attributable to equity holders of the parent to adjusted net income, even though this is a very well described in our reference document, and even in the appendix phase of our press release.

Briefly, the rule for that exercise for the majority of non-operational and non-recurring items from earnings attributable to equity holders, thus we cancel out the exceptional profits recorded in 2005 upon the sale of Sogecable and IAC shares, and the impact of Veolia in 2004. We also cancelled out the impact of the Cegetel merger and non-recurring fiscal items.

In total, corrected by these figures again, our adjusted net income, which is the relevant indicator of the Group’s operational and financial performance is up 55%.

It is worth now analyzing where the increases in our adjusted net income arises. Where does the €740 million improvement comes from? €513 million, that is 69%, naturally the lion’s share, comes from earnings from operations. €188 million improvement, that is 25%, arises out of the reduction of the interest payments. Part of that reduction itself comes from the reduction of indebtedness and another part is the improvement on the Group’s cost of growing.

€105 million or 14% arises from the improvement in the income of equity affiliates. On the negative side, €63 million, that is 9% arises from an increase in the provision for income taxes which themselves correlate to the improvement in earnings from operation. All this is extremely healthy.

In my opinion there are one or two comments worth making about the growth in our revenues when broken down amongst the five businesses in which we have majority control. All the businesses have performed well and in very different environment.

UMG has done better than the market. VUG is recovering strongly; especially thanks to blizzard and has also invested for the future in console games. Canal+ has done better than expected and is reaping the benefits of the exclusivity obtained from League One football. The Canal+ Le Bouquet and all the work done on programming.

SFR is gaining market share and consolidating its technical and promotional advantage. Maroc Telecom has shown impressive dynamism. All in all, we can sum up total in five as a very good year.

VU had also a very good year in terms of operating growth of 14%, namely an improvement of €530 million. Each business is making substantial progress, for example, 20.4% for music as thanks to certain business in a difficult market, and very good cost control, €244 million for gains in a turnaround situation.

Canal+, which has to digest increased in their football costs, is currently investing in content. Those costs constitute an additional burden in 2005 of €140 million and are preventing earnings from operations from increasing in the short term.

SFR is up 3.6%, after having been impacted negatively to the tune of €220 million by the exceptional costs of the fine imposed by the anti-trust council and partly offset by the write-back of unnecessary provisions. Without these exceptional items affecting positively and negatively 2004 and 2005, SFR earnings from operations would have increased by 10.8% in 2005. With a figure of €762 million, Maroc Telecom made major progress and had an improvement in earnings from operation of 13.6% in 2005.

Just a few comments on the growth, about the contribution of income from equity affiliates. NBCU’s progress started earlier rises from the transition from the past year in 2004, 7.5 months, to 12 months in 2005. The disposal of VUE which was integrated in NBCU in 2004 should also be remembered.

The neufCegetel merger has had an impact in 2005 and will improve significantly in 2006. Finally, having a, and due to legal uncertainties since 2004, in relation to our telephone businesses in Poland, due to the legal disputes surrounding ownership of the PTC shares held by Telco, these investments in PTC have not been consolidated. This matter now appears to be turning in VU’s favor.

I should say a few words to you about the financial and net debt evolution. In short, where does the money come from, and where did it go? We started the year with a net debt of €4.7 billion under IFRS. During the financial year we spent €1.5 billion in investments, most of which was devoted to Maroc Telecom, even though this had already been recorded in net debt in IFRS at the end of 2004.

Cash-flow from operations and net of CapEx was €4.2 billion. We made some €2 billion in interest and taxes and about €1 billion in dividends, to minorities such as Vodafone, the Kingdom of Morocco and the like. In November 2005, we paid the Vivendi Universal shareholders and holders of mandatory exchangeable bond some €689 million in dividends for the year of 2005, attributable to 2004.

All this leads to a net debt at the end of 2005 of €3.8 billion. As you know, since that date, over the past two months, you are fully aware that we have a significant additional obligations, such as €1.130 billion for the eventual acquisition of TPS, €950 million to acquire Matsushita’s minority interest in music and in NBCU which has already been done. Finally we have assumed a conditional obligation in respect of mega deals, investment in Canal+, in total, to-date our net debt is in the order of €4.2 billion, certain conditional obligations and potentially we added them to that label.

Before talking about the businesses, I should say a few more words to explain the financing of the Group. Cash-flow from operations, net of CapEx, before CapEx, before the net CapEx, in 2005 was €5.648 billion, up 3% from 2004. Our CapEx net of sales increased substantially in 2005 by 32%, especially at SFR, up 26% and in Maroc Telecom, of 38%.

And it is these net increase in CapEx and the simultaneous reduction in the sale of assets, and you will find all the detail on Page 50 of Chapter Four of the different workarounds which is available online both in French and in English, and this Page 50 explains why cash-flow from operations, after CapEx, went down slightly in 2005, nothing to worry at all.

The amount of tax paid increased substantially, despite a reinvestment of €465 million derived from the worldwide tax system. It is linked to the tax saving generated by crunching the legal structure in 2003. It is a part which generated substantial debt saving in 2004.

Interest paid to banks decreased substantially and dividends received in 2005 decreased, because you have to remember that in 2004, SFR’s net paid dividends, one in respect to 2003 another one in respect to 2004, and finally an exceptional dividend. In total, net available cash-flow at holding level is at the high end of the range that we had anticipated. We had told you that it would be between €1.6 billion and €1.9 billion. 2006 will also be a very good year in this respect.

Our balance sheet structure is now healthy and sound. It enables us to pursue the rigorous internal and external development policy while satisfying our shareholders. Of course, we give priority to acquisitions, which are capable of being leaders in their respective markets, and of increasing the Group’s earnings per share.

Let me say a few words now concerning the performance of 2005 and 2006 for the businesses where we are in the driver’s seat, with majority control. There are certain especial points about these businesses under our control that we wish to emphasize. Universal Music Group revenue has gone up by 1.5%. First, you should note that the engine of growth is located in the U.S. and it is in a very good shape.

From an economic point of view, the United States represent 40% of revenues, with 60% of the economic growth of the business. The U.S. has grown by 4.5% while Europe has been nearly flat, and Asia down. Market share in the U.S. has grown through by 2% to reach historical reported, 31.7%.

Digital sales worldwide represent 5.3% of consolidated revenues. Earnings from operations increased by 20%, thanks to the growth in the business and very tight cost control of all kinds. From an artistic point of view, Universal Music Group continues to attract and develop world class talent. UMG has signed agreement with Vodafone, with SFR and has won 40 Grammy awards in various categories. Jean-Bernard Levy and myself attended the award ceremony in Los Angeles last month.

In 2006 we are expecting a slight fall in music revenue due to the increasing impact of digital sales. Earnings from operations and revenues margins in 2006 are to be stable or even slightly higher than in ’05. I remind you that the figure was 9.8% in the 2005 financial year, very close to the 10% objective we had assigned for the medium-term.

The growth of VU Game in 2005 was spectacular, 35%, essentially derived from the development of the pool of World of Warcraft gamers which is now in excess of 6 million worldwide, more than half of whom are in Asia where our marketing methods and revenues per subscriber are very different and less marked.

Earnings from operations were up sharply, despite being depressed by the acquisition of four game console development studios during the financial year. That is already an investment for the future. Exclusivity agreements have been signed, and an important expansion set for the again, World of Warcraft, will be released in the second half.

Finally, VU Games is developing mobile offerings throughout Europe, and VU Games is a company, 50% of whose income is online, and 50% offline. This makes it a major Internet company. We are expecting growth in revenue in 2006 of between 12% and 15% and growth in earnings from operations of between 8% and 10%.

Canal+ growth has been driven by an increase in revenue per subscriber and by a net increase in the number of subscribers of 310,000. Earnings from operations were slightly down on a comparable basis, -6%, due to the increase of cost of football and the increased rate of recruitment of new subscribers. At the end of 2005, an agreement was reached with the shareholders of TPS with a view to merging the pay-TV business within a single company to compete with the multiplicity of means of distribution such as DTT, cable or ADSL. Canal+ has also taken a number of initiatives including a video on demand offer.

We are expecting growth in revenue of between 4% and 6% in 2006, without taking into account the effects of the merger between Canal+ and TPS and excluding the effects of the agreement signed with the Lagardere Group. In such a context the profits of Canal+ should remain stable in 2006.

Let’s move on to SFR. SFR revenues in 2005 were up 7% with a stable ARPU, but the number of customers increased to 17.7 million at the end of the year, up 1.4 million. Data traffic revenues increased by 18% and earnings from operations increased by 3.6%. In fact, it would have increased by 10.8%, I told you earlier, without the fine and the high priority (phonetic) of now and unnecessary provisions. For the third consecutive year, SFR had the largest market share with again 39.4%. We finished the year with more than 1 million 3G subscribers.

Finally SFR secured exclusivity telephone rights for the World Cup in France, and is road-testing 26 CanalSat channels. SFR signed an agreement with UMG and has merged its last waiting fixed line businesses with neufCegetel, which will be cash-flow positive in 2006.

We are expecting virtual stability, or a slight increase in revenue in 2006 for SFR as a result of substantial tariff reductions imposed by the regulator. Just a few numbers in 2006, 18% of the 2005 revenues will be subject to the regulated tariff reduction of 24%, 18%, 24% down, resulting in a reduction of 4% for total revenue. That is €380 million.

Of this, €130 million corresponds to the fixed line termination rate which has an impact on earnings from operations. The €250 million of mobile-to-mobile calls do not have an impact on EFO. Nevertheless, earnings from operations should increase by between 8% and 10% and the margin should gain between 1.6 and 2.6 in 2006 to increase from 27.9% to a figure in the range of 29.5% to 30.5%.

It is important to focus on the development of the level of margin rather than changes in revenues, since part of the reduction in tariff doesn’t have an impact on the earnings from operations.

Maroc Telecom has gone very satisfactorily in all its businesses, mobile, fixed line, ADSL, with nearly 9 million mobile customers, revenues increased by 16%, the number of mobile customers by 38% and earnings from operations by 14%. The number of DSL lines also increased very sharply. Maroc Telecom is very well placed in the future. We expect the growth in revenue at Maroc Telecom of between 6% and 8% and even more in 2006, and an increase in earnings from operations between 12% and 14%.

As you have seen in this presentation, we haven’t presented the even though we like that state very much but we are not in driver seat the 20% stake we have in NBC Universal. We want to thank Olivier Gerolami who is here. He is the Head of NBCU in Europe, but you will find in the presentation from Page 50 to Page 53 various information concerning NBC Universal. Thank you.

Jean-Bernard Levy, Chairman, CEO, Member of Executive Committee

Thank you very much, Jacques, Just one final slide to conclude. I think you can see that we are very pleased with our current asset mixed and that, going forward, is all about execution and continuous tangible results. We would like to share with you how we believe we should measure our progress.

We are committed to stringent corporate governance constraints, in terms of transparency and internal controls, and we are committed to those financial goals which I am happy to repeat. We believe adjusted net income and earnings per share will grow in 2006 between +11% and +13% from the 2005 numbers, and we believe we can distribute next year a dividend which will be at least 50% of adjusted net income.

So these are our commitments, and now Jack and myself, and with the support of many of our colleagues in the room, heading our businesses, we are ready to answer your questions. Please, I see one in the room already here.

Question-and-Answer Session

Q - Jeffery Fieler

Thank you. Good afternoon, it’s Jeffery Fieler from the telecoms team at Bear Stearns. I’ve got some questions about SFR, if I may. Can you help us understand what you think will happen to capital intensity this year, and also the depreciation? And then just one kind of Group question, you talk about EPS accretion from deals. That’s not too challenging, really, given that you can borrow at a relatively low rate. Are there any other criteria you use for value creation? Thanks.

A - Jean-Bernard Levy

I will answer the second question and maybe Jack or Pierre Trotot, you will answer the first question? On the second question, it’s not because the interest rates are low that we are not working for the shareholders. Our commitment is to deliver as much as we can to the shareholders. If we can do that with the support of low interest rates, that is good. If the interest rates were higher then maybe it would be a little tougher with why should we note benefit from low interest rates? Pierre?

A - Pierre Trotot

As far as CapEx are concerned for 2006, they will be maintained at the high level of 2005. That is €1.070 billion. On top of this you will have to add the €270 million which will represent the part of the GSM license that we shall have to pay and that we shall have to capitalize in our assets. The second question was about the depreciation charge. The depreciation will increase by €50 million next year as compared to 2005 levels.

A - Jean-Bernard Levy

Thank you, next question?

Q - Jean Christophe Liaubet

It’s Jean Christophe Liaubet Exane BNP Paribas. You say you will have a reduction of your price in your comment. Can you elaborate on the driver for this decline? Is it the use of alternative technology be that at home or be it other technologies?

A - Jean-Bernard Levy

Okay, I will ask Frank Esser who is CEO of SFR, to answer your question. Maybe Frank, you want to take that?

A - Frank Esser

Yes, our pricing policy, it’s definitely our policy to reduce prices. Our price reduction on outgoing minute prices has been around 8% in 2005 and it will be around the same level in 2006. On technology, it’s really why we have invested in 3G. It was definitely also for data service, video, music and so on, but was mainly all to have more voice capacity, to reduce our voice prices and voice cost per minute, which we are doing, actually.

Q - Jean Christophe Liaubet

Okay, thank you.

A - Jean-Bernard Levy

We have a question from Ian Whittaker, UBS on the call. Ian, up to you?

Operator

Operator Instructions. Mr. Whittaker, please go ahead.

Q - Ian Whittaker

Thanks very much, and three questions if I may. First of all, just in terms of your plans on SFR, can you just clarify whether that includes or excludes the net negative €150 million effect from the fine in 2005? And the second question just has to do with Poland. If you did acquire the majority stake in the PTC assets, can you give us a rough idea of how much accretion do you think that would have for the overall Group? And then third of all, just in terms of games units, the guidance you’ve given looks pretty conservative given the fact that you’re going to have the full year benefit for World of Warcraft in 2006, which you just said is around 50% of your revenues. You’ve also made some acquisitions of Royal Studios and you’re not going to, presumably, have the same level of marketing costs for World of Warcraft as you did in ’05. Can you give us your views on that?

A - Jean-Bernard Levy

Yes, I’ll take the three questions. The SFR numbers do include the fine as published. As you know, the fine in 2005 was €220 million within the operating margin only about half of that was really on the numbers because we did take back some provisions we had so when you look at the numbers which Jacques has just presented, they are as published, and indeed, some of the improvement in 2006 is because there is supposed to be no fine in 2006, of course, but most of it is because of the genuine performance of the business. On Poland, well, just to give you what we have in mind as the broad numbers which we will of course refine once we have a deal, but we believe that if we manage to acquire the 49% of Telco which we do not own, and help Elektrim fight bankruptcy, by buying these assets, then we will end up in a situation with half of the earnings of PTC which we then can, of course, fully take into account. We believe this is a ballpark number of €150 million improvement on our adjusted net income. On games, the numbers are, do take into account the evolution of World of Warcraft. We are very pleased with the recent numbers pick-up especially after the Christmas period where there is a continuous growth of the numbers of customers, and indeed this shows into our guidance which does show a significant improvement over the numbers from 2005, and I am not going to make any more comment about whether it’s conservative or not, but that’s what the guidance is.

Q - Ian Whittaker

Okay, can I ask one follow-up question on SFR? When it looks as though the -- dependency as though the ARPU is peaked thus far. Do you now reckon that basically, from here on in that say, the blended ARPU figure is likely to for the trend slowly downwards over time or do you think it will remain at the flattish level?

A - Jean-Bernard Levy

Frank?

A - Frank Esser

2005, we had a stable ARPU. We think in 2006 there is slightly decrease based on our mix effect it’s definitely one of our goals, just we added 1.3 million clients additionally in 2005 and the new clients definitely have a lower ARPU than the existing ones. Secondly, also where we have a strong increase is and has been in data ARPU.

Q - Ian Whittaker

Okay, thanks very much.

A - Jean-Bernard Levy

Okay, thank you. We have a question from Paul Reynolds from Deutsche Bank. Hello Paul?

Q - Paul Reynolds

Hi, it is actually just one I think, and pinch a load of questions there. You are going through your list of deals. You talked about being committed to returning cash to shareholders on several occasions. Can you just tell us what it’s going to drive the level of payout and absolute level of net debt, or are there some other considerations as well which will determine how much and when you decide to increase distributions from here? Thanks.

A - Jean-Bernard Levy

I think these are related but slightly different indicators. There is obviously an overall level of debt which we would not like to step over, certainly at €6 billion or €7 billion of debt. This is the kind of maximum we have in mind, but within these limits, we believe a right payout ratio should be 50%. We did a little better in 2005 and we believe this is where we should stand in the future. We believe we can simultaneously pay such a high dividend. It’s more than €1 billion every year. Probably will be €1.15 billion this year and more the years after, so it’s a big number but we can, at the same time, serve this significant dividend and pay the acquisitions we have in mind which are in the range of €0.5 billion to €1.5 billion and then we will see, but this is consistent with our overall leveraging strategy.

Q - Paul Reyonlds

Okay, if I just sort of a follow-up, are there any assets, for example, the Veolia side which have limited strategic fit going forward, which, if they were ever to be sold could be considered a one-off distribution to shareholders? Are you thinking at any point about buying back shares as something which can add to the flexibility of the dividend distribution which is, let’s say, around 50% of earnings, or is it simply too soon to do that?

A - Jean-Bernard Levy

The Veolia shares are certainly not going to stay within the Vivendi portfolio of assets forever, and we will, at the right time, when we feel it’s the right thing to do, we will certainly sell these shares as we have sold already 35% of Veolia since we stepped in, Jean-Ives, Jacques and myself, so this is just a matter of the right timing. In terms of the usage of cash, we will certainly consider all kinds of usage for excess cash if such is the case, but we do not believe that we are in excess cash right now.

Q - Paul Reyonlds

Okay, and just to clarify the cash position, Jack, could you just repeat where you thought the current net debt is, or where you know the current net debt level is to be on the back of presumably, the Lagardere proceeds coming in and the contingent liabilities which will be included under IFRS for the TPS deal?

A -Jacques Espinasse

The situation is quite straightforward. We started the beginning of the year with a low level of debt, and since the end of the year, we have made substantial investments in the range of €950 million to acquire the Matsushita stake, to increase our position to in Music, and in NBCU. We have now 100% of Music and 20% of NBCU instead of 18.5% capitalistic interest. We also have made a commitment to acquire if TPS if and when the shareholders of TPS, namely TF1, 66% and M6, 34% decide to sell. They have a window of three years after closing of the deal to sell, and we are register of that under IFRS as net debt. That is €1.130 billion. There are also some very remote possibilities that these could be accelerated. There is also very remote possibility that Lagardere could also, before the end of the year, ask us to acquire their stake, and this is why, talking about the net debt label, concerning the Group is a very much a question on the certain conditional obligations which arises out of these deals. Actually, what I describe is the worst, worst scenario in which we don’t believe. We believe we have a very good relationship with Lagardere. And we believe that the deal concerning TPS is a good thing for us. It’s a good thing also for TPS shareholders, and it can create value, and there is a minimum guarantee in three and a half years time that we do feel that the existing shareholders of TPS are going to create long-term. The conditions for them to exit earlier do exist but they are subject to very specific requirements. So when you add all these commitments to €3.8 billion, and you look at our potential commitment which of course, I won’t give you the figure concerning Tunisie Telecom, we are pretty much in line with what we had in mind as to what makes our balance sheet efficient, so there is nothing to be worried about. It’s a very comfortable situation. The maturity of the debt is long. These commitments are also long and there is no difficulty. It’s fully compatible with our generous dividend policy, reflecting an increase of 65% as you have seen.

Q - Paul Reyonlds

Okay, just a clarify, when you said 4.3 billion I think was the net debt today, when you were talking to Slide 26, presumably that includes the outflow of 950 to Matsushita since the year-end, less the inflow of Lagardere and the balances from operating cash-flow?

A - Jacques Espinasse

Oh no, no, it’s doesn’t include the inflow from Lagardere of 550 million and the dividend let-out which has also be paid to them. That is not included in the number I gave you.

Q - Paul Reyonlds

Okay, thanks.

A - Jean-Bernard Levy

Okay, thank you Paul. Shall we turn to Marc, Marc Sugarman from Citigroup? Marc.

Q - Marc Sugarman

Yes, good afternoon. I’ve got a few questions. The first is you said on the statement that you’ve started the year pretty well. Could you just give us a little color on what you mean by that, in particular with reference to Music because I think the first quarter in 2005 was exceptionally strong, and to just give us a sense of whether that’s implicit in growth.

A - Jean-Bernard Levy

And for the time being, when we look at numbers that we can get very easily, like the sound scan reports, weekly, in the United States, like the download that we get very easily, we like the number of World of Warcraft boxes we sell, the success of the 50 Cent game and so on. We consider that we are off to a very good start, especially in those sorts of seasonal businesses, where we are always very eager to try and map the seasonality as much as can be, although it’s not always easy.

Q - Marc Sugarman

Okay. Then can I ask a question on NBC? Did NBC have any interest in looking at (indiscernible)?

A - Jean-Bernard Levy

I think you should leave that question for NBC because as a board member of NBCU, I just can say that this has not been presented as an investment opportunity at board level.

Q - Marc Sugarman

Okay, and then final question, with respect to SFR, DSL has been exceptional in 2005. The guidance you’re giving on margins is pretty much a flat margin between ’05 and ’06. Is your sense going forward that margins will stay flat, or do you think when you migrate customers over to 3G fully that margin will actually go up again?

A - Jean-Bernard Levy

I think I’m talking under the supervision of Pierre and Frank, I think we can say at this stage that the margins are able to grow a bit quicker than the revenues. Everything being equal, in other words, if I forget about the fine which is non-recurring, which dates back to events that happened, that supposedly happened in 2001 and 2, and so on, so I forget about it, we see that we have the ability in ’05 and in ’06 and looking and going forward, we believe we have the ability to have the margin grow slightly more than the revenue.

Q - Marc Sugarman

Thank you very much.

A - Jean-Bernard Levy

Thank you. We have a question from Richard Jones from Lehman Brothers.

Q - Richard Jones

Yes, hi, I’ve got a couple of quick ones if that’s okay. The first is following on the acquisition theme. You’ve obviously come towards the bottom of the list that you’ve presented there on that slide. I just wondered if you could give us a bit more of an idea of what types of areas, whether it’s TV or other types of content or telecoms, future acquisitions you may be thinking about. And then secondly, I wondered if you could give us a bit more detail on the breakdown in Music between recorded music and publishing, both at revenue and at the operating profit?

A - Jean-Bernard Levy

On the first question, although on that chart there are two opportunities in the field of telecom, Poland and Tunisia, and there is just one line about music content I believe that if I look in the long run, most of our growth, if acquisitions have to be made, which is not something that is a must. It’s just if acquisitions have to be made to complement our portfolio of assets, it’s probably more in the content business. I am not especially fond of saying that in the telecom area, the larger the footprints the better you are. I believe you can make a lot of mistakes in terms of the good understanding of the businesses, where you invest in the territories and the culture and the local regulation and the local retail systems to sell the services, and so on and so forth. So Poland, as you know, we are already there. And Tunisia is something where we are very place where we are extremely confident we can do very well. But it’s an exception. I believe that especially in the area of music there are some areas in the world. There is a publishing situation which is probably not very stable if you look at it sitting back over a period of two, three, five years. There are some specific genres. It could be the same in getting more content into our Games division, as we have already done. I believe that all in all, we may want to complement some of our existing portfolio of creative assets a bit more than what we have done recently.

A - Pierre Trotot

I can give you a lot of information on this subject. Clearly our profitability would have two activities in music. One is distribution. The other one is music publishing. We are world leader in music distribution. And our profitability of music distribution is higher than the competition. We are not world leader in music publishing. In fact, we are ranking number three or to number four in terms of market share, behind EMI, behind Warner Music. We are smaller than them. Our profitability of our publishing activities is higher than theirs, in a relative percentage. But, of course, we are smaller. And so the interest which as we’ve expressed for a long time, and where we can go is in music publishing through acquisition, if and when the conditions are there and the price is right. So there might be opportunities, which could arise in this subject. This is, indeed, what was presented in the slide.

Q - Richard Jones

Thanks very much.

A - Pierre Trotot

Thank you. When it comes, I must say I am sorry, here.

Q - Julien Roch

Julien Roch. Jack, last year you gave us a guidance for cash flow at the holding level from 1.6 to 1.9. You said ’06 would be a good year. Can you give us a little bit more precise guidance from that basis?

A - Jacques Espinasse

It will be a better year than 2005. That’s the only guidance I will give at this stage. Actually, it’s difficult to give a guidance on the subject of this nature because there are so many parameters which enter into the determination. But it will be a good, comfortable cash flow available at a holding level.

Q - Julien Roch

My second question is on Game, I’m sorry to come back on the question that’s already been asked, but if you look at World of Warcraft, that’s 50% of your revenue. Just because you started ’05 with no subscribers, the average number of subscribers, if everything stays the same, is going to double in ’06, which would indicate the ARPU is the same, that revenue would double for World of Warcraft. So you said you had revenue going up by about 15% this year, with 35% decline in the rest of the business which seems quite harsh. You just sold a million of Bulletproof. So can you be a little bit more –

A - Pierre Trotot

I’m listening to you and trying to see what doesn’t work. And I believe what does not work is that we have sold in 2005 a very big number of boxes. And I do not believe your calculation includes this -- of World of Warcraft boxes. Is that right?

Q - Julien Roch

Yes.

A - Pierre Trotot

Okay. Thank you. But Julien, to give you a positive note, the number of boxes which were sold during Q4 of ’05 were pretty much identical to the number of boxes which have been sold during Q4 which was the launch of ’04. That was in the range of 1 million boxed. So it’s true that a big chunk of the users, more than 50% worldwide, are now in Asia, and that the distribution system is two fold. About 20% of them are genuine subscribers. And other 80% play with a pre-paid card. And in cybercafés in China where there are 50,000 cybercafes, 20,000 cybercafes in Korea. And in -- when you go to Taiwan and to other Asian countries, sometimes it’s the same similar model as we have in America and in Europe. So the mixture of pricing and subscription or not subscription mechanism is completely different, depending on country per country. And this is why we speak about more, and Jean-Bernard mentioned, 6.5 million users. We do not use the term subscribers because some of them are not subscribers. But to be qualified as a user, you should have been online, if I remember correctly, and Jean-Paul Sagumon can precise it, you have to be playing for the past two weeks -- 30 days, okay. If you have a prepaid card and you haven’t played for more than 30 days, you are not counted as a user.

A - Daniel Scolan

Okay. We have a question from Mark Harrington, ABN AMRO. Mark, please?

Q - Mark Harrington

Hi. It’s two questions. First, could you give us an update on how management is now incentivized? And second, just back to PTC, are there any key dates that you’re looking out for. I believe that you with DTT Net recently to potentially agree on an out-of-court settlement. Any update on that? And kind of going forward, any other key dates we should be looking out for in terms of getting a final resolution?

A - Jean-Bernard Levy

Management incentivization is quite consistent all through the Group for the key managers at the headquarters, and the key managers of our businesses. There are three elements into it. The most important one is the operating margin at business level, and the adjusted net income at VU level. The second one is the generation of cash flow after CapEx, what we call cash flow from operations. And the third one is a set of priorities, objectives, which are related to various business matters which are every year different, and which account for the second part of the bonus schemes. So you can, in the yearly report every year, have a quick summary of what these objectives were for the people at the headquarters, like Jacques and myself. These are the bonus schemes. On top of that we have the bonus part of our compensation is a big part. It can, some years, be larger than the fixed part. On top of that we have a stock option plan. And for the time being we have each year been awarded options, with no discounts -- no discounts to the current stock price at the time of the award. And the second question which is the various conversations between the various parties that are involved in the PTC question. I can just confirm that there have been a number of discussions, conversations, for a long time between all these parties. But I do not wish to make any more comment until we have the ability to make a public joint release about the outcome of negotiations. It can still take a little while, but I believe things are moving now quite quickly in the right direction.

Q - Mark Harrington

Thank you.

A - Jacques Espinasse

Concerning your question, you will find all the answers in note 28 of chapter 4 that is page 138. And it’s not a short answer. It’s about five pages. So you will have all the details of the fixed part, the variable part, what determined the variable aspects. You will see the stock options. You will see also the number of shares we hold hard ones, and also the pension plans that we benefit from. So we are fully transparent on the subject laid out.

A - Daniel Scolan

Okay. We have a question here in the room.

Q - Paul Reynolds

Paul Reynolds (phonetic) from Deutsche Bank. Could you talk about SFR again? Could you just give us a sense of your running operational costs of running the 3G network in parallel with 2G, met the impact on your margins? Secondly, I think your roaming revenues were down 27% in Q4. And you cited Vodafone Passport as being a reason for that. Can you just give us a bit more flavor as to what’s causing the damage there? And then finally, just on 3G handset pricing and where you see that going this year, thank you.

A - Jacques Espinasse

Okay. I start with the last one, the 3G handset prices. We see an important decrease this year on 3G handset prices. We see 3G handsets is available, starting from plus €100 to more than €100. At average, if you take all the terminals, high end to low end, there is a decrease of about 30% in our perspective. Second, based on Vodafone Passport, we have decreased our price. Basically if you take out like say 20% on 2005, and will decrease 20% on 2006. This price decrease is also in line with a increase of usage. But there is not a 20% or 40% decrease on our revenues. It’s basically -- it’s quite balanced. We see a strong increase in usage, and additionally this passport, it’s not for -- this is not in service so then it’s not used by everyone. So for that, it’s only a part of our clients.

The third one, on our operational cost, we have never separated 2G and 3G. For us was always an integrated approach. The message we are keeping and try to stay there, that our OpEx will stay stable, despite the fact we have two systems running. And out of this, in fact, we have -- if you take the increasing number of minutes we have, we have a decrease cost per minute on our system.

A - Daniel Scolan

Thank you. We have a question on the second row here.

Q

Can you give us a sense of the valuation if he has to conduct this as in the Canal+SA business?

A - Daniel Scolan

Could you repeat please?

Q

Would like to know how much was the valuation you gave to Canal+ SA, in the new Canal+ business?

A - Jacques Espinasse

I am sorry, we are not the ones to say how much we should value a business that is listed, and the market to market is telling us every day what is trading. And we have no specific view on that at this stage.

Q

Was the valuation different from the stock price?

A - Jacques Espinasse

We have no specific view on that. The stock price is what it is. And if your question is whether we want to really -- if one day it is permitted by the law, the answer to that is that today it is not permitted by the law, and we have not made up our mind on this matter at all. We will see if and when the problem arises.

A - Daniel Scolan

Thank you. We have a question on the third row here.

Q - Richard Houbron

Richard Houbron from IXIS. Three questions, if I may. Two concerning CANAL and one the Group. First concerning Canal+ guidance on the operating profit, is it stable at same scope. I just wanted to be sure of the reference for the 2005 figures. Is it the €176 million which is the reference for if it’s stable?

A - Eric Pradon

The answer is yes because in the -- Eric Pradon, CFO. In that you have April of 2005, we have 30 million of outstanding results coming from NC Numericable. So if you take them out because we sold NC Numericable, this is the correct answer.

Q - Richard Houbron

Thank you. Second question on CANAL, could you give us a flavor on the offer of CanalSat over PTC. There have been some results before the TPS offer. There are some rumors of the Canal+ offer, but nothing official.

A - Eric Pradon

No, they are not rumors. The offer is on the market. You have a few channels, an offer for €7 per month, on which you have to add set-top box. So it’s already on sale. The only difficulty we have at the moment is we don’t have enough set-top boxes as to why we have not launched either Canal+ or CanalSat at a large scale. We are waiting. In a few weeks we will have the number of set-top boxes we need, but that’s all.

A - Jean-Bernard Levy

There is a shortage of chips MPEG4 which makes the allocation of a set-top box, and it’s a constraint at the moment. It’s a timing problem.

Q - Richard Houbron

Last question concerning the Group guidance. When you give the guidance for EPS, for ’06, it excludes PTC?

A - Jacques Espinasse

That is right. That is right.

A - Jean-Bernard Levy

It includes the Matsushita transaction which is already closed. But it does not include transactions which are not closed. So it does not include anything which is related to the TPS combination, the Lagardere transaction. It does not include any acquisition or solution from Holland or Tunisia and so on.

Q - Richard Houbron

(Indiscernible) solutions.

A - Jean-Bernard Levy

That is right.

A - Daniel Scolan

We have a question from Giasone Salati. I hope I am not misreading your name, I’m sorry, from Credit Suisse.

Q - Giasone Salati

Can you hear me?

A - Daniel Scolan

Yes, fine.

Q - Giasone Salati

Hi. I have just two questions. The first one is on Canal+ deals. It would appear that when you have taken most of the regulatory risk, giving options to PF1 and the Lagardere, if this doesn’t go through or if conditions are too harsher on Lagardere. Could you give us some color on what kind of second tier conditions you would expect, maybe comparing that to the Italian merger of Telepiu and Siemens, and merger of Lagardere. The second question is on dividend, payout of at least 53%. I’m looking a few years forward, in 2009, when most of the benefits from the whole tax mechanisms will disappear. Will we have to expect a dividend cap, or you can also give us a commitment that dividend is always going to go up. The impact in 2009 would probably be around one third of net adjusted income. And the last one is on Canal+. 4 to 6% growth. I would have expected maybe already 5% to 6% growth coming already from volumes, given that we have exclusivity for football rights. And on top of that, I would have expected some increase in ARPU because of that reason. Could you give us a sense of what you -- how do you split the 4% to 6% growth between volumes and prices please?

A - Jean-Bernard Levy

Okay. Thank you. I will answer your first two questions and I will let Eric give you an answer on the Canal+ revenue and ARPU. On the Canal+ deal, indeed, we are going to have exclusive control of the future Canal+ France organization. And, as such, we have in charge of the negotiations with the regulatory authorities. And, as such, we have to wait, because we will have exclusive control, we have to wait the various commitments that can be put in place for that merger to take place -- to happen. We have carefully studied what happened in Italy and what happened in Spain just a few years ago. And we have strategized what should be the discussion that will be held in due time, which is mostly during the second quarter of 2006, with the French regulatory authorities, which are mainly Direction de la Concurrence and Conseil de la Concurrence. This is our job to make it happen. And we have a commitment to try to do that in the best conditions. It is one of our key priorities for 2006. The dividend, once we do not have the worldwide consolidation benefit, we will address, I am sorry, when the time comes which is at least four years ahead, and maybe even more because it could happen that we renew this. We ask for a renewal of the worldwide tax benefit at the expiry of the current deal, and so we will see at that time what happens with the flow of dividends out of Vivendi. And on the Canal+ revenues and ARPU, I will give the floor to Eric.

A - Eric Pradon

Yes, first thing, Group Canal+ is not only Canal+ and CanalSat, it’s made of a lot of different activities. So first, yes, Canal+ and CanalSat are going to grow with a rate which is higher than what you have seen as the guidance for the whole group. But don’t forget also that we are going to -- our target is to increase our net portfolio by again 300,000 subscribers, and therefore recruit more than 1 million subscribers, which has an impact on the subscriber acquisition costs, and therefore on the net revenues. Second thing is if you look at the other business units of our portfolio, activities such as, for example, Poland’s are going to grow again. Poland is in a very good situation. But other activities such as, for example, StudioCanal or Media Overseas are in a consolidation process. I mean the revenue is not growing a lot, but the EFO is growing. For Media Overseas, for example, in our overseas territories we have a market share which is currently very, very high, and we don’t have a lot of expectation of growing a lot the revenue. For StudioCanal, the revenue has been decreasing for the past years because we have been concentrating on our profitable activities. And will do so in the future. And we are going to stabilize probably our EFO at the level which is higher than 10% of revenue. So more or less, yes, Canal+ and CanalSat will grow a bit more than the guidance. But globally for the whole Group the guidance is correct.

Q - Giasone Salati

Can I, Hello. On the first question Canal+ just, I was wondering if there is any condition which would eventually say affect the growth.

A - Jean-Bernard Levy

Of course. We will have to draw the line between what is acceptable and what is not. But we do believe that we will convince the regulator to let us do it with acceptable conditions.

Q - Giasone Salati

Okay. And on the second one, revenue in the quarter, I am not aware of tax losses being accumulated tax mechanism (phonetic). Are we missing something?

A - Jean-Bernard Levy

I will let Jack answer that. He will explain to you the detailed mechanism.

A - Jacques Espinasse

The worldwide tax mechanism is something which was developed in 1962. So it’s well known. And there are 14 French groups which benefit from it. We are not the only one.

In a nutshell, it means we pay a lot of taxes at SFR. And we recoup -- I’m simplifying, but 56% of the tax is paid by SFR, being reimbursed to us, and our tax loss carry-forward. And our tax loss carry-forward as of today’s. And that’s €11 billion. So it’s going to take a while before we drive this to zero. The agreement we have obtained from the Ministry of Finance, is a five-year agreement. One year down, four years to go. And after that it can be reduced for another five years. So don’t worry about this situation impacting on our dividend policy. And even if you are, and which I hope you are very long-term shareholder, then you have some time to advise that issue.

Q - Giasone Salati

Okay. Thank you.

A - Daniel Scolan

Okay. Thank you. We have a question in the room on this side please. Julien?

Q - Julien Roch

It’s Julien from Merrill again. I’m sorry, that is quite significant. My understanding was that the worldwide tax in the carried forward, that the €11 billion was the losses. And the tax loss was actually about a third of that, so it was about €3 billion.

A - Jacques Espinasse

No that’s the potential tax assets. You have to take the losses and then you discount them. And into this present value it gives you in the range of €3.5 billion. When you value the Group, as some of you do, as sum of the part technique, then you should add a tax asset which is in the range of €3.4 billion, €3.5 billion or even €4 billion. It all depends which discount rate you use to compute it. Of course, if you take a discount rate of 10% per annum, it doesn’t give you exactly the same answer as if you take a discount rate of 6% per annum.

Q - Julien Roch

So the actual tax loss is €11 billion, and therefore –

A - Jacques Espinasse

In addition, we have €22 billion on the capital losses which are indefinite, forever.

Q - Julien Roch

So if you renew the agreement in five years, then the €500 million of savings will continue. Thank you.

A - Jean-Bernard Levy

We are going to eat up the €11 billion, according to our forward calculations. It will take significantly more than five years. So we will have to decide after five years whether we ask for the renewal or not. But if things are as they look, they seem to be today, it is likely that we will ask for a renewal.

Q - Julien Roch

Thank you.

A - Jacques Espinasse

The, what you call, NOL, that’s the way you formulate it in English, net operating losses community was €11 billion. The tax rate in France is 33.3%. So the tax loss is 3.8. And this is not discounted with you can, 3.8, yes. 3.8, yes.

A - Daniel Scolan

Okay. Shall we turn to another question from the call, Andrew O’Neill from Sanford Bernstein.

Q - Andrew O’Neill

Thank you, it’s Andrew O’Neill from Sanford Bernstein. A question on SFR. I was interested in the price reduction that you were expecting for 2006 of down 8% to continue. I’m wondering if you could give us a little bit of color on how the unlimited contracts are going for SFR to SFR customers and the price deflation you are seeing from that offer. And then also, at the same time, the kind of volume growth in outbound voice calling that you’re seeing for the business overall. I noticed through the course of 2005 there was definitely a deceleration in the outbound voice revenue, I think to about maybe 4% growth in the final quarter. So perhaps you can help us understand what that would look like in 2006.

A - Jacques Espinasse

Yes, basically on our outbound minutes, we think 2005, we had an increase of 18%, out of which, let’s say, 54% was due to new customers. And the other 9% it’s basically the price decrease we discussed as our existing clients use more our services at the same price ARPU. And this was mainly due to the unlimited offer we did. As we discussed, we have called it internally NG4. We have three numbers unlimited, as with our numbers. And this has led to a price decrease of this 8% to 9% decline. And looking forward for 2006, we see the same trend. We have a price decrease on our existing base. But at the same time we have an increase in our usage and we see it also today.

Q - Andrew O’Neill

Is there a point where you may start to wrap against the offer and therefore not be similar to the other price decrease?

A - Jacques Espinasse

Okay, I am not releasing what our marketing plans for 2006 are. But based on our strategy to have a lot of capacity with 2G and 3G, we are convinced we have a lot of flexibility, especially around this offer at home. To gain more clients more minutes in this market and produce more revenue.

Q - Andrew O’Neill

Okay. Thank you.

A - Daniel Scolan

Okay. Thank you. We have a question from Sebastien Mourot from JP Morgan. Sebastien bonjour.

Q - Sebastien Mourot

Bonjour. Two quick questions. The first one on SFR. Do you expect any further regulatory pressure in 2007 and going forward? I know that the burden in ’06 is quite high. But has there been any sign of that? And secondly, in music in ’05, can you help us understand how much of the increase in margin was linked to the migration from physical to digital sales, versus restructuring costs moving out of the base of cost savings? Thank you.

A - Jacques Espinasse

Yes, just to put your regulatory pressure, we’ll see, unfortunately. But the impact on our balance sheet is less and less. For example, if we now take the fixed mobile entrance curve, incoming curves, if we have a base of 24% this year, out of which the part of revenue which is today has been 2005, 18%, will go down to 13% of total revenue. This means each further decrease on 13% will have a smaller impact on our balance sheet than before. The second part, maybe also related to this regulatory pressure could come from the roaming carriers, and there will our Passport Vodafone Passport offer, we have already proactively raised our prices. So that, really there I think the other operators first have to follow before we have a further impact on this.

Q - Sebastien Mourot

Thank you.

A - Jean-Bernard Levy

And to answer you other questions, Sebastien, I would say that if you look at our ’03 numbers for operating profit, and our ’05 numbers, they are probably and you take out some non-recurring costs we had, especially in ’03 and not a lot in ’05, there is probably improvement of the margin by something like €360 to €380 million. I would consider that probably 80% of that is due to the cost reduction program that we successfully implemented and maybe around 20% to 25% is due to a, series of other results such as the mix of products. That does include the migration from analog to digital distribution.

Q - Sebastien Mourot

Thank you very much.

A - Daniel Scolan

Okay. We have one last question from Edward Steel, Morgan Stanley. Edward?

Q - Edward Steel

Hello there. I wanted to ask a couple of questions just regarding Canal+. Can you give us some details of your revenue sharing agreements when Canal+ distributed over DSL and also over cable? And could you also just quickly take me through the tax to explain how you get from unadjusted to adjusted tax charge, because I’m being a bit stupid about that, please? Thank you.

A - Jean-Bernard Levy

Eric?

A - Eric Pradon

Okay. I’m going to answer the first question, and then I need to understand the second one. The first question is very easy, either through cable or ADSL, we sell Canal+. We don’t share anything with anybody. The revenue is ours. That’s all.

Q - Edward Steel

Okay.

A - Jacques Espinasse

Okay. Concerning your tax question, I am pleased to report that you will find it in the subsequent pages of the presentation, and also in the chapter 4 of the document reference in full details. And it’s making it simple because otherwise we’d have to enter into a lot of details concerning taxes. But please, feel free if you don’t think it is clear, to call IR and we will answer the questions. And the answer you would get from IR is not clear enough, you call me, and I will report.

A - Daniel Scolan

Okay. We have one very last question from the room. Please?

Q - Richard Houbron

Richard Houbron from IXIS. Two very quick questions on the Games. First, concerning the guidance of 12% to 15% growth, could you tell which part is due to the four acquisitions you made this year, or is it totally underlying. Then concerning the profit increase, you had some write down this year related to those acquisitions, especially some impact developing games which you had to issue write downs on to give the total amount for 2005. Thank you.

A - Jacques Espinasse

We do not expect this year to have to write down. It’s not actually write down, it’s an accounting matter of what we external or internal R&D cost. As we do not keep any R&D cost on the balance sheet, we had to put them immediately through the P&L. nad we do not expect to have such one-off cost in our 2006 numbers. And if you look at the, some of the studios we have acquired will deliver products this year, like Radical in Canada. Others will only develop they deliver products next year. So it’s a bit tough to give you an answer on what’s due. But if you wish we can have a separate session and explain what the product outflow looks like in more details.

A - Daniel Scolan

So thank you. I think we have dealt with each and every question. And thank you very much for attending this presentation. Goodbye to everybody.

Operator

Ladies and gentlemen, that will conclude today’s conference call. Thank you for your participation. You may now disconnect.

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Source: Vivendi Universal Q4 2005 Earnings Conference Call Transcript (V)
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