GRADUATE SCHOOL OF BUSINESS

STANFORD UNIVERSITY
CASE NUMBER: SM-96
NOVEMBER 2001

VIVENDI UNIVERSAL
Our goal is to be the world market leader in the five fields of content that we consider as key for
this digital age: music, movies, games, education and sport.
—Jean Marie Messier, Chairman, Vivendi Universal

INTRODUCTION

Media conglomerate Vivendi Universal, formerly known as Compagnie Générale des Eaux, was
a French water and sewerage utility founded in 1853 under Napoleon III. Over its long life,
Compagnie Générale des Eaux (CGE) grew into a conglomerate with far-flung interests ranging
from construction and other environmental services to wireless telephony. By the mid-1990s, the
company’s holdings included large stakes in the French telecommunications carrier Cegetel, with
12 million customers in France, and the European pay-television company Canal Plus, the
biggest pay-TV operation in Europe, with over 14 million subscribers.

Five years after Jean Marie Messier—then a thirty-eight-year old former French civil servant and
investment banker—joined Générale des Eaux as chairman and CEO in 1996, he transformed the
company into the world’s second-largest media group. Messier, or J2M as he sometimes “hip-ly”
refers to himself, renamed the company Vivendi and sold off billions of dollars of ancillary
businesses, most in CGE’s old core markets. In December 2000, Vivendi moved into North
America by completing the $23 billion all-equity acquisition of Seagram, the Canadian liquor
group controlled by the Bronfman family, that owned entertainment giant Universal. Calling
itself Vivendi Universal, the company now owned Universal’s film studio, library of movies and
television programs, theme parks, music business (the world’s largest music company), and
approximately 43 percent of USA Networks. These were added to the telecommunications
assets Vivendi already possessed, including high-speed wireless transmission, fixed and wireless
communications networks, and a portfolio of Internet Web sites and cable and satellite
transmission networks (Exhibit 1). Messier then quickly executed a string of acquisitions,
buying the U.S. publisher Houghton Mifflin for $2.2 billion and the online music service MP3
for $372 million. Messier said Vivendi Universal’s mission was to become “the world’s

This case was prepared by Professor Robert A. Burgelman and Philip Meza as the basis for class discussion rather than to
illustrate either effective or ineffective handling of an administrative situation.
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Vivendi Universal SM-96 p. 2

preferred creator and provider of personalized information, entertainment, and services to

consumers anywhere, at any time, and across all distribution platforms and devices.”1

Such ambitious plans placed Vivendi Universal in competition against media and content
companies such as AOL Time Warner, Disney, Electronic Arts, Viacom, and others. Vivendi
Universal’s competition possessed valuable content distribution assets and content creation skills
and were well entrenched in the large and critical U.S. market. In order to better understand the
United States, Messier packed his valise and moved from Paris, where Vivendi was
headquartered, to New York in late 2001. The entertainment and media markets he found in the
United States were fast consolidating. Most of Vivendi’s U.S. competitors had long histories of
success in content creation and distribution, while the ink was barely dry on Messier’s recent
acquisitions. Would the recently reborn and ambitious Vivendi, picking and choosing assets to
acquire, be able to compete? Would Vivendi’s extensive asset base in Europe help the company
with its mission or distract it from competing with the likes of AOL Time Warner, Disney,
Electronic Arts, and Viacom?

VIVENDI UNIVERSAL’S NEW PLUMBING

By the end of 2001, the old core assets, now called Vivendi Environmental, still comprised more
than half of the overall company’s revenues (Exhibit 2). While unglamorous, these assets
provided the company with predictable cash flow. Still, Vivendi Universal was expected to sell
its nonmedia and communications businesses in the next few years.

Leaving behind water, construction, and other distractions, Messier outlined his ambition for the
company. “Our goal was to be world market leader in the five fields of content that we consider
as key for this digital age: music, movies, games, education and sport.”2 The acquisition of
Universal brought Messier closer to his goal. By the end of 2001, Vivendi made progress in
most of these areas. The company earned revenue in four broad categories: television and film,
music, telecoms, and publishing.

Television and Film

Vivendi Universal’s television and film business produced and distributed motion pictures,
television, and home video/DVD products worldwide, operated and had ownership interests in a
number of cable and pay-television channels in nine countries, and engaged in the licensing and
merchandising of film and television property rights (Exhibit 3).

Universal was the leading film studio for much of 2001, earning $680 million through August
19, 2001.3 Viacom’s Paramount was second, trailing by $90 million over the same period.
Television was absent from the list of five fields of content Messier wanted to dominate.
Perhaps not coincidentally, Universal was far less dominant in television. Most of Universal’s
television assets, including the USA Network, the SciFi Network and Universal’s television
production operation had been sold to Barry Diller’s Home Shopping Network (HSN) in 1997.
These assets formed the media core of Diller’s operations, renamed USA Networks. As a result
of the transaction between Universal and USA Networks, Universal owned about 43 percent of

1
Jean Marie Messier, Group Overview and Strategy, Analysts’ Presentation, November 11, 2000.
2
Seth Schiesel, “Vivendi Tries a Strategy That Is Largely Untested,” The New York Times, August 27, 2001.
3
Ibid.
Vivendi Universal SM-96 p. 3

Diller’s USA Networks. However, because of clauses in the 1997 transaction, Diller retained the
voting control of Universal’s shares and the relationship contractually prevented Universal, now
Vivendi Universal, from entering parts of the United States television business on its own.

Canal Plus

Canal Plus, the leading European pay-TV operator, served ten countries including France, Italy,
and Spain. Canal Plus’s core business was subscription-based pay-TV service. This service
used a set-top box to receive and decode programming transported via a coaxial cable leading
into the subscriber’s home. The set-top box was leased to subscribers.4 Canal Plus’ pay-TV
operations included a single analogue channel, thematic channels, and pay-per-view and
interactive services. Canal produced and distributed content through Studio Canal. Canal was
the largest producer of French language movies, enjoying 30 percent box office share.5 Canal
Plus Technologies developed and supplied set-top boxes, software, and applications. The
subsidiary supplied the set-top technology to Canal Plus and other users (Exhibit 4).

Movies over the Internet

In August 2001, Vivendi Universal entered into a joint venture with studios Metro-Goldwyn-
Mayer, Paramount Pictures, Sony Pictures Entertainment, and Warner Bros. to create an on-
demand movie service, the first service to offer a broad selection of theatrically-released motion
pictures via digital delivery for broadband Internet users in the United States. The service would
primarily be an open-access IP (Internet Protocol) based system for personal computers (PCs) or
Web-enabled TVs, although other means of delivery would be explored after the launch of the
service. Download time would vary depending on the speed of the user’s access technology, but
the group did not offer time estimates.

In all cases, movies would be supplied to the service on a nonexclusive basis. The studios hoped
that with more than 10 million broadband households and nearly 35 million broadband-enabled
users, such as business and college connections, the potential market had reached a sufficient
size to support the creation of an on-demand digital distribution channel. The service would also
be available to other film producers and distributors who wanted to distribute their films to this
consumer base. Ron Meyer, president and chief operating officer of Universal Studios, said: “We
are always looking for new ways to bring our content to the consumer. This is one of the many
distribution avenues we are pursuing to provide on-demand entertainment in the United States,
which reflects Vivendi Universal’s overall strategy of utilizing a variety of distribution platforms
around the world. In addition to the experience of going to the theater or the local video store,
this service will provide an exciting and secure new medium for movie viewers to enjoy our
films at home.”6 Nearly three months after the announcement, further details including a launch
date were unavailable.

4
On average, subscribers paid a monthly lease of €7 in addition to a one-time connection fee of € 38 and deposit of €76 (in the
French market). Source: Mike Hilton, et al., “Vivendi Universal,” ABN AMRO, June 4, 2001.
5
Under the provisions of its license agreement with the French government, Canal Plus had to invest 20 percent of
revenues derived from its French premium channels in French language cinema. See, Mike Hilton, et al.,
“Vivendi Universal,” ABN AMRO, June 4, 2001.
6
“Metro-Goldwyn-Mayer, Paramount Pictures, Sony Pictures Entertainment, Universal Studios, and Warner Bros.
Announce On-Demand Movie Distribution Service,” Vivendi Universal press release, August 16, 2001.
Vivendi Universal SM-96 p. 4

Music

Vivendi had no music interests until it acquired Universal. Universal Music Group was the
world’s biggest music operation, with about $6 billion in annual sales and market leading
positions in all major music markets except Japan (Exhibit 5). Universal controlled almost 27
percent of the United States wholesale market and was the dominant producer of both albums,
controlling almost 27 percent of the segment, and singles, controlling 28 percent of the segment,
in the United States in 2000. In addition, Universal increased its share of the U.S. album market
each year since 1998. Some analysts cited the company’s skill at pinpointing and exploiting
popular music genres as an important component of Universal’s success in music.7 However,
this is viewed against the backdrop of declining music sales in the United States and abroad.
Global music sales peaked at $39.7 billion in 1995, and U.S. sales actually declined in 2000.
The International Federation of the Phonographic Industry pointed to free music on the Internet
and the proliferation of copying by CD-ROMs as key factors behind the decline.

Digital Music

In the face of flat or declining sales through traditional channels, online music distribution
gained increased importance. Before the wild popularity of Napster and other file swapping
services, the most likely digital distribution model appeared to be direct digital download, where
a music company would sell singles and albums in digital files over the Internet. This model
suffered from three major constraints. It was not very flexible, users could not pick and choose
songs owned by other companies. Lack of consumer transmission bandwidth also constrained
the potential popularity. It could take up to thirty minutes to download an entire album even
with current broadband connections. Finally, in 2001 up to 98 percent of all music in the world
was sold through traditional brick and mortar channels. Retailers were still a force to be
reckoned with by any online distribution model.

In an effort to gain a toehold in digital music, Vivendi Universal purchased online music
company MP3.com for $372 million in cash and shares in May 2001. MP3.com hosted one of
the largest collections of digital music available on the Internet, with more than 1 million song
and audio files posted from tens of thousands of digital artists and record labels. MP3.com’s
products and services included online storage of personal music libraries and services to buy
music from its library for download (which the user could then record or “burn” onto a CD).
Prior to its purchase by Vivendi, MP3.com had been sued by the recording industry and assessed
millions of dollars in damages.

Vivendi also explored other digital music services. Teaming with Sony, Vivendi Universal
developed Pressplay, a music file download service. Pressplay executives said the service would
be subscription-based, with several tiers of service, including continuous, or “streaming” music
and downloads. Consumers would have access to the catalog of Sony and Universal titles, which
included a little more than half the music the industry distributed in 2001. Because of this
market power, Pressplay drew the attention of the U.S. Justice Department’s antitrust division.
This and perhaps the failure of Vivendi and Sony to come to terms with the specifics of
Pressplay’s business model delayed its introduction. Pressplay was scheduled to launch in
September 2001. By October, Pressplay signed a license agreement with EMI Recorded Music,

7
Hilton, et al., “Vivendi Universal.”
Vivendi Universal SM-96 p. 5

the world’s third largest record company, to add EMI’s titles to Pressplay’s online catalog.
Other details, such as pricing and a firm launch date, were still unknown by the end of October.

If and when Pressplay did launch, it would face competition from the many unsanctioned file
sharing services that popped up after the popular Napster—many using a “pure” peer-to-peer
distribution model that was harder to monitor and shut down than Napster’s centralized, “hybrid”
peer-to-peer model. In addition, AOL and Bertelsmann were also considering developing an
online music service with their respective libraries.

Telecoms

For all of the glamour of movies, television, and music, Vivendi’s telecoms interests were
expected to drive much of the company’s growth over the next few years. The Telecoms
business provided a broad range of telecommunications services, including mobile and fixed
telephony, Internet access and data services and transmission, principally in Europe. Vivendi’s
telecom assets were split into two groups, Cegetel and Vivendi Telecom International. Cegetel
was a holding company whose main assets were SFR, the number two mobile telephone operator
in France, and Cegetel Fixed Line, an alternative fixed line operator in France owned by Cegetel
and SNCF, the French national rail company. Vivendi Telecom International was comprised of
mobile and fixed line telephony assets outside of France. The main properties were 35 percent
of Maroc Telecom (Morocco’s incumbent operator), Telecom Hungary (Hungary’s second-
largest fixed line operator), and a 25 percent stake in Elektrim Telekom (Poland’s leading mobile
operator) (Exhibit 6).

Vizzavi

Vivendi and Vodafone Group of Britain, the worlds number 1 wireless telephone company,
developed a wireless information portal called Vizzavi (pronounced as vis-à-vis). The 50/50
joint venture was intended to be a multi-access portal, accessible via cell phones as well as PC
and interactive TV platforms. Salient features of this service would be a common homepage and
e-mail address accessible via mobile phones or handhelds, PCs, or interactive TVs. As
structured in 2001, half of any revenues derived from the portal would accrue to Vizzavi, and
half would go to the portal’s content providers, either Canal Plus, SFR, or Vodafone. Access
fees, including connection charges, would accrue to the platform provider. Vizzavi faced
competition from Yahoo, which already had mobile portals in eight European countries. In fact,
as of September 2001, Vizzavi failed to crack into the list of top ten portals in France. In
October 2001, Vizzavi acquired a Spanish portal called Navegalia, increasing its user base by 30
percent to reach 5.3 million people. Unfortunately for Vivendi, the Vizzavi partnership with
Vodafone did not bring the portal to the United States, where Vodafone was only the
nonmanaging partner in Verizon Wireless.

Publishing

Vivendi’s largest publishing asset was Havas Publishing, a leading French publisher that Vivendi
acquired in 1997. Combined with its $1.7 billion acquisition of U.S. publisher Houghton
Mifflin in 2001, Vivendi became the world’s second-biggest educational publisher, behind
Pearson of the United Kingdom. Analysts estimated a 4 to 5 percent publishing revenue growth
through 2006, with Games the fastest growing division. Vivendi’s largest publishing areas,
Vivendi Universal SM-96 p. 6

Business and General Information, were expected to grow at only 3 percent annually (Exhibit
7).8

Games

Vivendi’s Games division included both PC-based and Web-based computer games. Havas
Interactive, a division of Havas Publishing, was a global leader in PC games. While the PC
game market was less volatile than the console market, PC games comprised less than one-third
of the overall market and was expected to grow more slowly than the console market over the
next three to four years.9 This was a significant market. In 2000, consoles and games, including
PC games, generated between $15 billion to $20 billion in sales worldwide.10 Vivendi was the
only major media company to be a force in the fast-growing market for game software,
becoming the second-biggest publisher of computer games after Electronic Arts. Vivendi's
Blizzard game operation, in particular, was a world leader on the strength of games like its
“Diablo” series.

Vivendi’s Web-based gaming enterprises, Flipside and Uproar, were leading online quiz game
sites, but were only minor money makers. Flipside offered forty games that were free to players.
Players accrued “flips,” a reward currency that could be exchanged for a range of prizes. Vivendi
planned to make Flipside a key part of its Vizzavi portal and hoped to use this flips currency
across all of the platforms served by Vizzavi. Flipside earned revenue from advertising. Flipside
and Uproar ranked ninth in the world in terms of unique visitor minutes and sixteenth in terms of
unique audience in the United States, with 14.7 million visitors. Flipside earned $20 million in
2000. Vivendi also earned game revenue from Universal Interactive Studios, which licensed
Universal film content for use in games.

Recreation

When Vivendi acquired Universal, it became the third largest player in the theme park industry
worldwide, well behind leader Disney and second place to Six Flags (Exhibit 8). Prior to
Vivendi’s acquisition, Universal had been expanding its Universal Studios theme park interests
outside of the United States, taking equity stakes in Universal Studio parks in China, Japan, and
Spain. Theme parks were profitable for Universal. The company estimated that every 1 percent
increase in global attendance added $10 million in incremental EBITDA.11 Vivendi hoped that
its theme parks would provide outlets for cross-promotion of its various enterprises, especially
Vizzavi, Canal Plus, and games.12

Vivendi’s retail interests contributed more revenue than theme parks. Vivendi’s Spencer Gifts
operated five distinct brands, including Spencer Gifts, DAPY (a collectables store), GLOW! (a
store specializing in glow-in-the dark items), SPIRIT Halloween Superstores, and Universal
Studios Store. The Spencer Gifts chain operated over seven hundred stores in forty-eight U.S.
states, Canada, and the United Kingdom.

8
Hilton, et al., “Vivendi Universal.”
9
Ibid.
10
“Let the Games Begin,” The Economist, May 17, 2001.
11
EBITDA (earnings before interest, taxes, depreciation, and amortization) is a popular benchmark for media
companies. It should not be confused with or used as a proxy for cash flow. EBITDA does not take into
consideration interest payments and capital expenditures, which can be substantial.
12
Tom Williams, Universal Studios Recreation Group.
Vivendi Universal SM-96 p. 7

TOUGH TIMES FOR MEDIA

The economic downturn that hurt so many of Vivendi Universal’s advertising-dependant

competitors in late 2001 did not have the same effect upon Vivendi. In the third quarter of 2001,
AOL Time Warner and Viacom each admitted that they would fail to meet financial targets for
fiscal year 2001. In the third quarter of 2001, AOL Time Warner reported a net loss of $996
million, 10 percent larger than in the same period of 2000. On October 24, Viacom announced a
third-quarter net loss of $190 million, with revenues down 2 percent in the same period of 2000.
All these companies were much more heavily dependant upon advertising than Vivendi.
Advertising comprised only 5 percent of Vivendi’s revenue in late 2001. In contrast to its
competitors, Vivendi posted a very strong third-quarter in 2001; revenue increased 24 percent
over the same period in 2000, to €7.36 billion. Earnings before interest, taxes, depreciation, and
amortization increased 90 percent over the same period in 2000 to €1.5 billion. Further, for all of
its recently obtained, high-profile U.S.-based assets, Vivendi still generated only 35 percent of its
revenue in the United States.

J2M NEEDS NEXT GENERATION TECHNOLOGY

Much of Messier’s vision for content distribution relied on next generation distribution
technologies for both phones and handhelds as well as for television.

3G for Phones and Handheld Devices

Internet-enabled devices, often referred to as third-generation or 3G devices, referred to near-

term developments in mobile communications. This phase was expected to reach maturity
between 2003 and 2005. The third generation in 3G followed the first generation (1G) and
second generation (2G) in wireless communications. The 1G period began in the late 1970s and
lasted through the 1980s. These systems featured the first true mobile phone systems, known at
first as “cellular mobile radio telephone.” These networks used analog voice signaling. The 2G
phase began in the 1990s, and much of this technology was still in use in the United States by the
end of 2001. Examples included CDMA, TDMA, and GSM. Since its inception, 2G technology
steadily improved, with increased bandwidth, packet routing, and the introduction of multimedia.
The state of mobile wireless communications in 2001 was often called 2.5G.

Ultimately, 3G was expected to include capabilities and features such as: enhanced multimedia
(voice, data, video, and remote control); usability on all popular modes (cellular telephone, e-
mail, paging, fax, videoconferencing, and Web browsing); broadband and high speed (upwards
of 2 Mbps); routing flexibility (repeater, satellite, LAN); and roaming capability throughout
Europe, Japan, and North America. While 3G was generally considered applicable mainly to
mobile wireless, it was also relevant to fixed wireless and portable wireless. The ultimate 3G
system could be operational from any location on, or over, the earth’s surface.

2G for Set-Top Boxes

While Internet-enabled mobile devices represented a third-generation in mobile communications,

Internet-enabled TV, and the set-top boxes they used, were referred to as second-generation or
2G technology, within their own realm.
Vivendi Universal SM-96 p. 8

A set-top box was a device that enabled a television set to become a user interface to the Internet
and also enabled a television set to receive and decode digital television (DTV) broadcasts. DTV
set-top boxes were sometimes called receivers. A set-top box was necessary for television
viewers who wanted to use their analog television sets to receive digital broadcasts. Some
estimated that 35 million homes would use digital set-top boxes by the end of 2006.13

A typical DTV set-top box contained one or more microprocessors for running the operating
system, possibly Linux or Windows CE, and for decoding the video transport stream. A set-top
box also included RAM, an MPEG decoder chip, and more chips for audio decoding and
processing.14 The contents of a set-top box depended on the DTV standard used. Europe and the
United States used different DTV standards. The 2G set-top boxes did not have broadband
capability.

The Next Generation is Expensive

Some analysts estimated the average cost of a 2G set-top box at €250. At this price, it would
cost Vivendi Universal approximately €2.8 billion to upgrade its entire current subscriber base.15
What would Vivendi get for such an investment? Vizzavi would provide the portal on Canal
Plus’s 2G TV service. Under the terms of that agreement, 50 percent of the revenues accrued to
Vizzavi and 50 percent accrued to Canal Plus, giving Vivendi Universal 75 percent of the
revenue from such a service. However, no services or launch dates had been scheduled by the
end of 2001.

With an installed base of 2G set-top boxes, Canal Plus could offer subscribers Internet access, e-
commerce over the television (T-commerce) and personalized television services, such as those
offered by TiVo, where a subscriber’s TV would learn its viewers interests and automatically
record programming. In the United States, TiVo service cost $10 per month, and set-top boxes
ranged from $200 to $600 for subscribers to purchase. At the end of 2001, TiVo was available
only in the United States and the United Kingdom.

JOINING VIVENDI’S PIPES—RELATIONSHIPS

Given the buoying effect on revenue of Vivendi’s “nonmission” assets, Messier might have been
glad that tax considerations prevented Vivendi from disposing of Vivendi Environmental’s assets
until at least 2003. Still, Messier committed himself to divesting those assets and using proceeds
to build up his asset base toward the mission of becoming “the world’s preferred creator and
provider of personalized information, entertainment, and services to consumers anywhere, at any
time, and across all distribution platforms and devices.” Clearly Vivendi Environmental’s assets
did not further Vivendi Universal’s mission, except in so far as they could bring capital with
which to buy other assets. Less clear was exactly how Vivendi Universal’s content assets would
help Vivendi achieve its stated mission.

13
www.whatis.com
14
RAM refers to Random Access Memory, the place in a computer where the operating system, application
programs, and data in use are stored while the computer is running. MPEG, the acronym of Motion Picture Expert
Group, refers to standards used for digital video and digital audio compression and files using that standard.
15
Hilton, et al., “ Vivendi Universal.”
Vivendi Universal SM-96 p. 9

For Messier, it was “relationships” that seemed to join Vivendi’s new pipes. Messier compared
Vivendi Universal to content stalwart Disney. Messier believed that Disney lacked fundamental
customer relationships. Messier said, “When the Disney guy [Disney CEO and chairman
Michael Eisner] tells you, ‘We have direct access to customers,’ it’s not so. [Just] because a guy
goes into a theater to see a Disney movie does not mean that you create a direct relationship with
him.”16

Messier supported the logic of the AOL Time Warner merger. Messier said, “If there is one
point where I do agree with Jerry Levin [AOL Time Warner CEO] it is subscriptions. It’s
through a subscription relationship that you can identify what the customer is really doing and
not doing, loving and not loving. [Through subscriptions] you can define his profile.”17 While
AOL Time Warner and Vivendi Universal were building relationships with customers, Messier
seemed to think that Disney and Viacom just did not get it. Messier said, “What are the groups
which are building direct relationships with customers and which are not? I think you have
clearly in one camp AOL Time Warner and Vivendi Universal, building these direct customer
relationships. And on the other side you have another group which is not doing it, where you find
Disney, where you find Viacom...”18 (Exhibit 9)

For all of his talk about the importance of direct customer relationships, Vivendi Universal had
no means of establishing direct relationships with customers in Messier’s new home, the United
States. Messier admitted, “We definitely need to expand our U.S. distribution reach…[But]that
does not mean we need to buy AT&T Broadband. Because we are strong in our content
businesses, we have the leverage to achieve what we need through commercial relationships.” In
2003 Vivendi would have assets from sales of Vivendi Environmental assets to go shopping in
the United States, but what to buy?

CONCLUSION

The stockmarket did not seem to fully support Messier’s plan. By December 2000, six months
after Vivendi announced its intention to merge with Universal, Vivendi’s shares lost 40 percent
of their value. More recently, on the strength of good quarterly results, the stock price gained
back some of what it lost, but was still off 31 percent a year after the Universal merger was
announced. This forced Messier to use cash to purchase Houghton Mifflin. A continued drag on
Vivendi’s shareprice would constrain Messier’s future acquisitions. By the end of 2001, what
has Messier created? What additional assets did Vivendi Universal need to achieve its mission?

16
Schiesel, “Vivendi Tries a Strategy.”
17
Ibid.
18
Ibid.
 Vivendi Universal SM-96 p. 10

Exhibit 1
Structure of Vivendi Universal

Vivendi Universal
43% 100% 92%
100%
USA TV and Publishing Music Telecom Internet
Networks Films

44% Cegetel

100% Vivendi
Telecom
International

Vivendi 63%
Environment

Source: Vivendi Universal.

Vivendi Universal

Chairman and CEO: Jean-Marie Messier

USA Music TV & Film Publishing Telecoms Internet Environ-

Networks Cegetel mental
Vivendi Vivendi
Canal+ Group Vivendi
Telecom Universal Net Services
Universal Universal
Universal International
Studios Group Publishing
Music Group Vivendi
Chairman & Vizzavi Environment
CEO:
Chairman & Chairman &
Chairman & Phillippe Chairman of
CEO: CEO: Vice Chairman
CEO: Germond Chairman & the
Barry Diller Pierre Lescue & CEO
Doug Morris CEO: Executive
COO: Ron Agnes
COO: Phillip Board:
Meyer Touraine
Frank Esser Germond Henri Proglio
Vivendi Universal SM-96 p. 11

Exhibit 2
Vivendi Selected Financial Data

Vivendi Universal Summary Pro Forma Profit and Loss (Є millions)

1999 2000
Revenue breakdown
Music 5,750 6,611
Publishing 3,352 3,600
Universal Pictures Group 3,090 3,806
Universal Recreation Group 768 955
Group Canal 3,288 3,847
Other 199 208
TV and Film 7,345 8,816
Cegetal 3,849 5,078
VTI 63 192
Telecoms 3,912 5,270
MP3.com 22 80
Internet 2 48
Total Media and Comms. 20,338 24,425
Growth 20.1%
Growth - excluding Universal Pictures 19.5%
Vivendi Environment 20,939 26,512
Non core businesses 2,724 1,685
Vivendi Universal revenues 44,021 52,622
Growth 0 19.5%
EBITDA Breakdown
Music 840 1,157
Publishing 443 531
Universal Pictures Group -209 71
Universal Recreation Group 113 169
Group Canal 299 374
Other 7 23
TV and Film 210 637
Cegetal 499 1,238
VTI -5 63
Telecoms 494 1,301
MP3.com -27 -31
Internet -34 -184
Corporate overhead -174 -250
Total Media and Comms 1,752 3,161
Growth 0 80.4%
Exchange rate impact 0 6.8%
Vivendi Environment 2,724 3,543
Non core businesses 246 340

Vivendi Universal EBITDA 4,722 7,044

Growth 49.2%

VU Media EBITDA margin 8.6% 12.9%

VU EBITDA margin 10.7% 13.4%
Source: Vivendi Universal; ABN AMRO
Vivendi Universal SM-96 p. 12

Exhibit 3
Filmed Entertainment Selected Data

Universal Filmed Entertainment Revenue Breakdown in 2000

% Revenue in 2000
Video 34
Theatrical 25
Film Library 22
International TV/ Other 12
U.S. TV 7

Source: ABN AMRO

U.S. Home Video Market Shares in 2000

Distributor Owner Rental VHS Sell-Through DVD

VHS
Buena Vista Disney 19.8 30.1 21.1
Warner AOL Time Warner 17.5 19.2 30.8
Universal Vivendi Universal 14.8 13.6 13.1
Fox News Corp. 11.6 12.5 6.8
Columbia Tristar Sony 11.8 8.6 8.5
Paramount Viacom 11.6 6.5 7.1
Artisan Privately Owned 2.5 3.1 3.2
Others 10.1 6.4 9.4
Source: ABN AMRO; Authors
Vivendi Universal SM-96 p. 13

Exhibit 3 (continued)
Filmed Entertainment Selected Data

International as % of Total Box Office Earnings by Distributor

1993 1994 1995 1996 1997 1998 1999

Disney 43 48 49 48 59 52 51
Universal 54 56 55 65 60 64 57
Warner Bros 53 50 54 47 52 50 50
Paramount 50 44 45 40 28 31 27
Fox 34 49 49 51 59 73 56
Sony 46 50 53 50 46 51 47
MGM/UA 23 27 30 53 40 42 49

Source: Variety; ABN AMRO

Share (%) of Global Box Office

1994 1995 1996 1997 1998 1999 2000
Disney 20.2 19.1 20.1 17.3 16.5 18.3 14.7
Universal 15.3 13.9 12.2 12.3 7.7 15.6 14.5
Warner Bros. 17.5 18.2 15.5 11.4 11 15.1 11.9
Paramount 13.6 9.2 10.9 8.2 11.6 8.2 10.5
Fox 9.9 8 13.6 13.7 19.6 12.8 9.7
Sony 10.2 14 10.8 19 11.1 8.7 8.8
MGM/UA 2.1 4.6 5.5 2.2 2.5 4.3 1.3
Other 11.2 13 11.4 15.9 22.5 17 28.6

Source: Hollywood Reporter; ABN AMRO

Vivendi Universal SM-96 p. 14

Exhibit 4
Canal Plus Selected Financial Data

1999 2000
Revenue breakdown
Canal Plus 1,466 1,530
Canal Satellite 488 576
NC Numericable (French cable operator) 128 137
Total France revenue 2,082 2,244

Telepiu (Italian cable operator) 509 646

Scandinavia 89 115
Canal Plus Benelux (Belgium and Holland) 133 198
Canal Plus Horizons (cable channel for Francophone
Africa) 24 23
Total International revenue 755 983

Studio Canal 259 388

Sport Plus (reseller of international sports rights) 73 150
Total Rights revenue 332 537
Canal Plus Tech (supplies set-top box technology) 64 80
Other 55 3
Total Revenue 3,288 3,847
Growth (%) 15.9 17

EBITDA breakdown
Canal Plus 312 294
Canal Satellite 79 129
NC Numericable 2 10
Total France EBITDA 393 433

Telepiu -120 -156

Scandinavia -23 -15
Canal Plus Benelux -10 13
Canal Plus Horizons -2 0
International EBITDA -155 -159
Studio Canal 75 91
Sport Plus 0 0
Total Rights EBITDA 75 91
Canal Plus Tech 3 6
Other -17 3
Total Other EBITDA -14 9

Total EBITDA* 299 374

Growth 0 25.1
EBITDA Margin 9.1 9.7
Total EBIT -26 -99
EBIT Margin -0.8 -2.6

Source: Vivendi Universal; ABN AMRO

* EBITDA has been adjusted for U.S. GAPP amortization of film costs, which is taken as an operating cost. Results
in EBITDA being Є120 million lower than company has reported.
Vivendi Universal SM-96 p. 15

Exhibit 4 (continued)
Canal Plus Operations

Canal Plus

France International Content/Channel

Canal C+ Multi
C+ Numericable Sport + StudioCanal
Set Tech Thematiques
100% 63% 100% 84%
66% 88% 36.5%

C+
Sogecable Tele + CylraTV C+
C+ Horizons
20% 99% 33% Benelux
Scandinavia 78%
(Spain (Italy) (Poland) 100%
(Africa)
Vivendi Universal SM-96 p. 16

Exhibit 5
Universal Music Group Selected Data

Universal Music Group (UMG) Summary Profit & Loss (Є million)

Revenue breakdown 2000 2001est. 2002est.

Recorded 6,287 6,465 6,521
Publishing 324 343 356
Total UMG revenue 6,611 6,808 6,878
Growth 15.9% 3.0% 1.0%
Underlying growth – excluding currency 0.4% 1.3% 1.0%

Recorded 1,055 1,163 1,177

Publishing 102 117 122
Total UMG EBITDA 1,157 1,280 1,300
Growth 37.7% 10.6% 1.5%
Underlying growth – excluding currency 22.3% 9.0% 1.5%

EBITDA margin 17.5% 18.8% 18.9%

Recorded 637 733.0% 754.0%

Publishing 89 104 109
Total UMG EBIT 726 836.0% 863.0%
Growth

EBIT margin 11.0% 12.3% 12.5%

Source: ABN AMRO estimates

Vivendi Universal SM-96 p. 17

Exhibit 5 (continued)
Universal Music Group Selected Data

Global Music Forecasts & Growth Rates by Region

CAGR
2000-05 est. 2000-10 est.
2000 2001 est. 2005 est. 2010 est. % %

Total Europe 11,177 11,156 12,121 15,047 1.6 3.0

North America 14,861 14,651 16,523 20,102 2.1 3.1
Total Asia 7,825 7,891 8,579 10,448 1.9 2.9
Rest of the World 3,062 3,084 3,456 4,374 2.4 3.6
Grand Total 36,926 38,781 40,679 49,971 2 3.13

Source ABN AMRO estimates

Universal Music Group Market Share in Major Markets

Market value 2000 Market share

Market ($m) (%) Rank (#)

UK 2,952.50 25 1
France 1,923.90 35 1
Germany 2,747.50 25.8 1
Italy 585.40 29.7 1
Netherlands 496.00 31.7 1
Spain 645.90 21 1
Total Western Europe 12,221.30 25.4 1

Canada 848.30 23.1* 1

US 14,122.10 26.8 1
North America 14,970.40 26.6 1

Japan 6,533.10 11 3
Total Asia 7,955.60 10.7* 3

Australasia 793.50 22.6* 2

Brazil 601.60 28.8* 1

Grand total 38,234.70 21.9* 1

Source: ABN AMRO estimates

Note: * 1999
Vivendi Universal SM-96 p. 18

Exhibit 5 (continued)
Universal Music Group Selected Data

Universal Music Group Revenues by Region

Rest of World Latin America

North America
6% 4%
44%
Japan
8%
UK
12%

Rest of Europe
27%

Universal Music Group International as % of Global box Office by Distributor

1993 1994 1995 1996 1997 1998 1999

Disney 43 48 49 48 59 52 51
Universal 54 56 55 65 60 64 57
Warner Bros 53 50 54 47 52 50 50
Paramount 50 44 45 40 28 31 27
Fox 34 49 49 51 59 73 56
Sony 46 50 53 50 46 51 47
MGM/UA 23 27 30 53 40 42 49

Source: Variety
Vivendi Universal SM-96 p. 19

Exhibit 6
Vivendi Telecom Selected Data

Vivendi Telecom – Summary Financials

1999 2000 2001 est.

Revenue - reported € million 3,912 5,270 6,545
Growth % 34.7% 24.2%
EBITDA - reported € million 494 1,301 1,815
Growth % 163.1% 39.5%

Revenue - attributable € million 1,757 2,426 2,993

Growth % 38.1% 23.4%
EBITDA - attributable € million 215 608 835
Growth % 183.0% 37.4%

Source: ABN AMRO

Note: Since Vivendi exercises effective control over Cegetel with its 44% stake, it consolidates Cetegel in reported revenue.

Top Five Cellular Markets in Europe in 2000

Germany UK France Italy Spain Western

Europe
Population m 83 59 59 58 40 391
GDP per capita € 29,766 28,672 28,344 23,426 17,773 23,362
Number of operators # 6 5 3 6 4 —
Penetration in 2000 % 58 65 50 70 61 61
Avg. Mobile ARPU € 39.0 48.0 34.0 28.0 40.0 40.0
EBITDA of % 33 30 35 49 37 —
established operators

Source: ABN AMRO

Note: ARPU stands for Average Revenue per User

French Mobile Telephony Market Share

1995 1996 1997 1998 1999 2000

France Telecom 65.8% 59.5% 52.8% 49.7% 48.7% 48.2%
SFR 34.2% 37.1% 37.1% 37.7% 35.6% 34.2%
Bouygues 0.0% 3.4% 3.4% 12.6% 15.6% 17.6%

Source: ABN AMRO

Vivendi Universal SM-96 p. 20

Exhibit 7
Vivendi Universal Publishing Selected Data

1998 1999 2000 2001 est 2002 est 2003 est

Sales
Education 550 799 981 1,079 1,133 1,190
Literature 472 417 400 200 204 208
Business & General Inf. 723 1,235 1,271 1,271 1,398 1,398
Healthcare 108 219 419 492 522 553
Games 324 419 477 525 577
Other 359 358 110 110 110 110
Discontinued 664 – – – – –
Total 2,876 3,352 3,600 3,629 3,892 4,036

Growth (%)
Education 45.3 22.8 5 5 5
Literature -11.7 -4.1 -50 2 2
Business & General info 70.8 2.9 0 10 0
Healthcare 102.8 6 17.5 6 6
Games n/a 29.3 13.8 10 10
Other -0.3 -69.3 0 0 0
Total 15.5 7.4 -0.5 7.3 3.7

EBITDA
Education 117 97 130 148 161 174
Literature 58 57 54 30 31 32
Business & General info 103 159 180 180 206 206
Healthcare 13 29 58 71 77 85
Games 75 96 113 129 144
Other 29 26 14 14 14 14
Discontinued 34 – – – – –
Total 320 443 531 556 618 656
EBITDA growth (%) 38.4 19.8 4.8 11.2 6.2

Margins (%)
Education 21.3 12.1 13.3 13.8 14.2 14.7
Literature 12.3 13.7 13.5 15 15.3 15.6
Business & General info 14.2 12.9 14.1 14.1 14.7 14.7
Healthcare 12 13.2 13.8 14.3 14.8 15.3
Games – – 22.8 23.8 24.5 25
Other 8.1 7.3 12.3 12.6 12.9 13.2
Discontinued 5.2 – – – – –

Source: ABN AMRO estimates

Vivendi Universal SM-96 p. 21

Exhibit 8
Theme Park Selected Data

2000 Visitors
Worldwide (M)
Walt Disney Parks 89.3
Six Flags 48.8
Universal Studios* 23.8
Anheuser-Busch Parks 20.2
Cedar Fair 14.0
Paramount Parks 12.0
Grupo Magico Internacional 8.3
Blackpool Pleasure Beach 7.8
The Tussauds Group 7.8
Alfa Smartparks 6.5

Source: Amusement Business

Park Year of 2000 Universal’s Share Management

Opening Attendance of Equity (%) Fee (% of rev.)
Universal Studios Hollywood 1964 5.3 100 ―
Universal Orlando
- Universal Studios Florida 1990 6.5 50 ―
- Islands of Adventure 1999 5.0 50 7.5
Wet’n’Wild 1998 1.0 100 ―
Universal Studios Beijing 1998 2.0 50 ―
(China)
Universal Studios Port Aventura 1998 3.0 37 6.0
(Spain)
Universal Studios Japan 2001 NA 24 7.5

Source: Vivendi Universal; ABN AMRO

Note: This estimate of 2000 attendance for Universal Studios differs from the estimate given by Amusement Business. ABN
AMRO estimates Universal Studios Japan will receive 5.3 million visitors in 2002. Universal estimates 2002 worldwide park
attendance of 31 million visitors. Universal’s share of EBITDA in Universal Studios Orlando properties is 56%, Port Aventura is
52%, and in Universal Studios Japan is 39%, exceeding Universal’s share of investment in these parks.

Recreation Group – Revenue Breakdown in 2000

Group % Revenue in
2000
Spencer Gifts 41
Theme Parks 33
New Media/Other 20
Management Fees 6
Source: ABN AMRO
Vivendi Universal SM-96 p. 22

Exhibit 9
Financial Data for Selected Media Companies

Revenue Revenue Percent

Company 2000-01 1999-00 Change
($ billion) ($ billion)

1 AOL-Time Warner 36.200 32.500 11%

2 Walt Disney 25.400 23.400 9%
3 Viacom 23.400 21.700 8%
4 Vivendi-Universal 22.100 19.300 14%
5 Bertelsmann 19.100 15.400 24%
6 News Corp. 13.800 14.100 -2%
7 Sony 9.300 11.300 -18%
8 Comcast 8.400 7.600 11%
9 AT&T Broadband 8.200 5.000 62%
10 Cox Enterprises 7.800 6.000 30%

Source: Variety
NB: NBC was 11th with $6.8 billion, a 17% increase.

Global Media Conglomerates

AOL TIME WARNER

40.0 $36.2
billions
35.0

30.0 DISNEY
$25.8
25.0 VIACOM
$20.0 VIVENDI
UNIVERSAL BERTELSMANN
20.0 $17.7† $15.7*
NEWS CORP.
$14.2
15.0 SONY§
$10.0
10.0

5.0

0.0

*Bertelsmann figure is for fiscal year ended June 30, 2000; the company, privately held, reports financial data only once a year.
†
Only the media portions of the company, total was $48.8 billion
§
Only the media portions of the company; total was $64.5 billion

Sources: company reports, The New York Times