Key figures as of March 31, 2012 Conference call on May 4, 2012 Pierre François Riolacci Chief Finance Officer
Disclaimer Veolia Environnement is a corporation listed on the NYSE and Euronext Paris. This document contains "forward looking statements" within the meaning of the provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward looking statements are not guarantees of future performance. Actual results may differ materially from the forward looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited to: the risk of suffering reduced profits or losses as a result of intense competition, the risks associated with conducting business in some countries outside of Western Europe, the United States and Canada, the risk that changes in energy prices and taxes may reduce Veolia Environnement's profits, the risk that we may make investments in projects without being able to obtain the required approvals for the project, the risk that governmental authorities could terminate or modify some of Veolia Environnement's contracts, the risk that our long term contracts may limit our capacity to quickly and effectively react to general economic changes affecting our performance under those contracts, the risk that acquisitions may not provide the benefits that Veolia Environnement hopes to achieve, the risk that Veolia Environnement's compliance with environmental laws may become more costly in the future, the risk that currency exchange rate fluctuations may negatively affect Veolia Environnement's financial results and the price of its shares, the risk that Veolia Environnement may incur environmental liability in connection with its past, present and future operations, as well as the risks described in the documents Veolia Environnement has filed with the U.S. Securities and Exchange Commission. Veolia Environnement does not undertake, nor does it have, any obligation to provide updates or to revise any forward looking statements. Investors and security holders may obtain a free copy of documents filed by Veolia Environnement with the U.S. Securities and Exchange Commission from Veolia Environnement. This document contains "non GAAP financial measures" within the meaning of Regulation G adopted by the U.S. Securities and Exchange Commission under the U.S. Sarbanes Oxley Act of 2002. These "non GAAP financial measures" are being communicated and made public in accordance with the exemption provided by Rule 100(c) of Regulation G 2
Highlights and key figures as of March 31, 2012
1 st quarter 2012 highlights Convergence Implementation of cost reduction program: 75M in savings identified to date, relative to an annual objective of 100M Asset divestment process continuing Good commercial dynamics Good resilience of activity Revenue increased 4.6%, including +3.4% at constant scope and FX Adjusted operating cash flow declined 3.1% ( 3.3% at constant FX) Adjusted operating income declined by 12.2% due to costs to implement the transformation plan and higher amortization expense in several priority regions Industrial investment increased, notably in Energy Services (biomass and in Central Europe) 4
1 st quarter 2012 key figures In M Q1 2011 published Q1 2011 re presented (1) Q1 2012 current FX Constant FX Revenue 8,159.4 7,478.6 7,825.5 +4.6% +3.8% (2) Adjusted operating cash flow 996.8 928.8 900.4 3.1% 3.3% Adj. operating cash flow margin 12.2% 12,4% 11.5% Adjusted operating income 636.1 618.8 543.5 12.2% 12.1% Adj. operating income margin 7.8% 8.3% 6.9% Operating income 636.1 618.8 544.0 Free Cash Flow 539 539 519 Net financial debt (3) 14,511 14,511 15,021 (1) To ensure the comparability of period, the 2011 financial statements have been re-presented to include: - the impact of the reclassification into net income from discontinued operations of Habitat Services ( Proxiserve ) activities in the Water and Energy Services division, Citelum activities in the Energy Services division, Solid waste activities in the United States in the Environmental Services division and the regulated activities in the United Kingdom in the Water division; - the impact of the reclassification into net income from discontinued operations of the Transportation Division as a whole; - the impact of the reclassification into continuing operations of the Pinellas incineration activities within the Montenay International entities in the United States in the Environmental Services division. (2) +3.4 % at constant consolidation scope and exchange rates (3) Net financial debt as of December 31, 2011: 14,730M 5
Breakdown of revenue by division In M 7,479 2,907 7,826 3,050 Δ current FX Δ constant FX Δ excl. FX & scope 2,230 2,236 2,342 2,540 Water +4.9% +3.8% +5.3% Environmental Services +0.3% 1.3% 0.9% Energy Services +8.5% +8.8% +5.3% Total Company +4.6% +3.8% +3.4% Q1 2011 Q1 2012 re presented (1) (1) To ensure the comparability of period, the 2011 financial statements have been re-presented to include: - the impact of the reclassification into net income from discontinued operations of Habitat Services ( Proxiserve ) activities in the Water and Energy Services division, Citelum activities in the Energy Services division, Solid waste activities in the United States in the Environmental Services division and the regulated activities in the United Kingdom in the Water division; - the impact of the reclassification into net income from discontinued operations of the Transportation Division as a whole; - the impact of the reclassification into continuing operations of the Pinellas incineration activities within the Montenay International entities in the United States in the Environmental Services division. 6
Water: revenue increase of 4.9% to 3,050M Operations: Revenue increased 2.0% (+3.6% at constant scope and FX) France : revenue increased 2.6% (+3.2% at constant scope and FX), given stable volumes and favorable indexation, and continued contract erosion Outside France: Revenue increased 1.7% (+3.8% at constant scope and FX) due to good performance in Central and Eastern Europe and in Asia Technologies and Networks: Revenue increased 12.7% (+9.7% at constant scope and FX) Confirmed recovery in Industrial activity Favorable impact of the Hong Kong contract VWS backlog increased compared to the end of March 2011, primarily due to Industrial Design & Build projects Quarterly revenue as of March 31 ( M) 2,907 3,050 2,123 2,166 784 884 2011* 2012 Operations Technologies & Networks +4.9% +2.0% +12.7% *The 2011 financial statements have been re presented to ensure the comparability of periods, for the U.K. regulated water activities and Proxiserve 7
Environmental Services: Stable revenue at 2,236M 2012 Price and volumes of recycled materials 1.2% Waste volumes 0.1% Service price increases +1.1% Revenue variation 2012 / 2011: +0.3% and 0.9% at constant scope and FX Other 0.7% Consolidation scope & currency effect +1.2% France: Revenue growth of +3.8% at constant scope, despite the impact of lower raw material prices: improved volumes, notably in recycling, incineration and treatment of hazardous waste UK: Revenue decline of 8.4% at constant scope and FX due to decline in PFI construction revenue, shutdowns due to incinerator maintenance, and strong decline in landfill volumes Germany: Revenue decline at constant scope of 8.8% due to lower raw material prices and volumes Italy: Procedure for voluntary liquidation presented on April 18 and applicable to all Veolia Environmental Services activities with the exception of the Technoborgo and Energonut incinerators 8
Energy Services: revenue increased 8.5% to 2,540M Revenue increased 8.5% (+5.3% at constant scope and FX) to 2,540M Higher energy prices: positive impact of 140M vs. 2011 Marginal weather impact In France, revenue increased 9.6% (+10.6% at constant scope) Average fuel prices increased Quarterly revenue as of March 31 ( M) 2,342 2,540 +8.5% 1,170 1,256 +7.3% Outside France, revenue increased 7.3%, and was stable at constant scope and FX Central & Eastern Europe revenue increased 19.5% (+4.6% at constant scope and FX) Unfavorable currency effect Consolidation scope: essentially impact of the Warsaw heating network for 95M 1,172 1,284 2011* 2012 France Outside France +9.6% Higher prices, but lower electricity sales in the Czech Republic and cogenerated electricity subsidies in Hungary * The 2011 financial statements have been re presented to ensure the comparability of periods, for the Citelum and Proxiserve activities. 9
Free Cash Flow Asset divestments well advanced but no material divestments completed in Q1 2012 (versus 840M in Q1 2011) Seasonal variation in WCR: 679M ( 570M as of March 31, 2011) Gross investments of 656M compared to 528M in Q1 2011 Repurchase of minority interest in Water division in Central Europe for 79M Significant increase in growth investments in Energy Services, notably in France associated with biomass cogeneration projects Free Cash Flow: 519M 10
Net financial debt 18,000 In M 16,000 16,820 16,827 16,528 15,909 15,377 15,127 16,027 15,767 15,218 15,045 14,730 15,021 14,764 14,511 14,000 12,000 10,000 31- Dec- 08 31- Mar- 09 30- Jun- 09 30- Sep- 09 31- dec- 09 31- Mar- 10 30- Jun- 10 30- Sep- 10 31- Dec- 10 31- Mar- 11 30- Jun- 11 30- Sep- 11 31- Dec- 11 31- Mar- 12 Seasonal increase in net financial debt Active net financial debt management: public exchange offer of euro issues with maturities in 2013, 2014, 2017 and 2018 versus a new 750M issue with maturity in 2027, as well as reimbursement of the U.S. private placement for 350M 11
Convergence: Update on strategic plan
Update on asset divestment program U.K. Regulated Water & U.S. Solid Waste: An ambitious timeline followed to date Strong interest expressed by the market Non binding offers received Veolia Transdev: Continued preparation of VTD as part of withdrawal Negotiation in process on the basis of an offer received Interest expressed from a new potential buyer 13
Advancement of cost reduction program In M 60 75 100 Implementation costs Gross savings 38 52 80 Feb. 17, 2012e Apr. 27, 2012e Dec. 31, 2012e 12.0% 14.0% Breakdown of net savings by geographic zone 13.0% 22.0% 10.0% France North America & Australia Latin America & Southern Europe Asia, Africa & Middle East Central & Eastern Europe Northern Europe Corporate HQ 2.0% Breakdown of net savings by lever 1.0% 0.0% 6.0% 25.0% Purchasing Organizational Efficiency IT costs External expenses Insurance costs 5.0% 13.0% 11.0% Other 66.0% Other 14
Outlook 2012 2013 Transition period Divestments of 5bn Reduce net financial debt below 12bn (1) Cost reduction in 2013: gross impact of 220M and net (2) impact of 120M on Operating Income Commitment on dividend policy 0.70 (3) per share in 2012, paid in cash or shares 0.70 (3) per share in 2013 2014 and beyond: New Veolia Organic revenue growth > +3% CAGR (mid cycle) Adjusted Operating Cash Flow > +5% CAGR (midcycle) Leverage (4) of 3.0x (5) Mid term: historical payout ratio (3) Cost reduction in 2015: gross impact of 450M and net (2) impact of 420M on Operating Income (1) Before exchange rate impact (2) Net of implementation costs (3) Subject to approval of Veolia s Board of Directors and shareholders (4) Net financial debt / (Operating cash flow before changes in working capital + principal repayments on operating financial assets) (5) ±5% 15
Appendices
Appendix 1: Main at end March 2011 re presented figures (1) ( M) 2011 published 2011 Represented (1) Revenue 8,159.4 7,478.6 Adjusted operating Cash Flow 996.8 928.8 Operating income/adjusted operating income Free Cash Flow (2) 636.1 539.0 618.8 539.0 (1) To ensure the comparability of period, the 2011 financial statements have been re presented to include: the impact of the reclassification into net income from discontinued operations of Habitat Services ( Proxiserve ) activities in the Water and Energy Services division, Citelum activities in the Energy Services division, Solid waste activities in the United States in the Environmental Services division and the regulated activities in the United Kingdom in the Water division; the impact of the reclassification into net income from discontinued operations of the Transportation Division as a whole; the impact of the reclassification into continuing operations of the Pinellas incineration activities within the Montenay International entities in the United States in the Environmental Services division. (2) Free Cash Flow represents cash generated (sum of operating cash flow before changes in working capital and principal payments on operating financial assets) net of the cash component of the following items: (i) changes in working capital for operations, (ii) operations involving equity (share capital movements, dividends paid and received), (iii) investments net of disposals (including the change in receivables and other financial assets), (iv) net financial interest paid and (v) tax paid. 17
Appendix 2: Commercial dynamics since the beginning of 2012 (1/2) In France : Veolia Water chosen to renovate Europe s largest wastewater treatment plant. SIAAP (Syndicat Interdépartemental pour l Assainissement de l Agglomération Parisienne, the interdepartmental wastewater authority for the Greater Paris area) chose OTV, a subsidiary of Veolia Water Solutions & Technologies, to head the consortium that was awarded the contract to renovate the Seine Aval biological wastewater treatment plant in Achères, the 2 nd largest wastewater treatment plant in the world after that of Chicago. The portion of revenue that will be attributable to OTV is expected to be roughly 196M. Greater Dijon chose Dalkia to design and operate its future heating network. The Greater Dijon joint district authority appointed Dalkia, as part of a public service management contract, the design, build and operation of its new heating network for a period of 25 years. As much as 80% of the network s energy needs will come from renewable resources. Cumulated revenue is estimated at more than 200M. In Europe : Veolia Environmental services selected by the city of Leeds for a waste management contract (United Kingdom). Veolia Environmental Services, through its subsidiary Veolia Environmental Services (UK) Plc, a leading UK recycling and waste management company, was selected as a preferred bidder by the Leeds City Council for a Private Finance Initiative (PFI) contract for the treatment and disposal of residual waste. This contract will have a duration of 25 years. Dalkia selected by the European Investment Bank to aid the Bank in its plan to reduce its carbon footprint (Luxembourg). The European Investment Bank awarded Dalkia the contract for technical and energy systems management of more than 180,000m² of its office space in Luxembourg. The 4 year contract covers 4 buildings and includes and ambitious target for reducing energy consumption and CO 2 emissions. 18
Appendix 2: Commercial dynamics since the beginning of 2012 (2/2) In Asia Oceania: India: first «full city public private partnership in the Water division. Veolia Water India, a Veolia Water subsidiary, was awarded the drinking water service operation and maintenance contract by the city of Nagpur for 25 years (cumulated revenue of 387M). Veolia Water will take on the challenge of providing a continuous supply of drinking water to homes of the population of 2.7 million in Nagpur, including the portion of the population living in the city s slums (a first in India). Japan : Veolia Water won contracts for the operations and maintenance of three water and wastewater treatment plants which will service the needs of 1,215,000 people in Japan. Veolia Water Japan, a Veolia Water subsidiary, successfully bid on the operations and maintenance contracts for two wastewater treatment plants in Hiroshima and Kyoto, and was also chosen by the city of Matsuyama (on the southern island of Shikoku) for the operations and maintenance of all facilities used to treat drinking water (cumulated revenue of 49M). 19
Appendix 3: Impacts of variation in foreign exchange rates during the quarter Depreciation of the euro 3M 2012 / 3M 2011 Average rate Closing rate Australian dollar +8.7% +6.6% Czech koruna 2.9% 0.8% U.K. pound sterling +2.2% +5.6% U.S. dollar +4.1% +6.0% Impact on key Company figures Revenue Adjusted operating cash flow Adjusted operating income + 60.1M + 2.5M ns Decline in net financial debt 12M 20
Appendix 4: Evolution of recycled material prices /T Q1, 2011 Q2, 2011 Q3, 2011 Q4, 2011 2011 avg Q1, 2012 Var Q1 2012 / Q1 2011 March 2012: 12 month var March 2012 : 3 month var March 2012 : 1 month var Cardboard (1.05) 131.1 147.9 132.8 94.4 126.5 119.0-9.2% -3.1% 70.4% 12.5% Paper (1.11) 112.2 124.3 121.5 93.5 119.3 92.8-17.3% -6.1% 20.3% 13.9% Metals (E40) 342.6 320.0 318.7 296.1 327.1 325.4-5.0% 0.4% 8.6% 3.6% Evolution of raw materials prices ( /t) Cardboard Paper Metals 180 160 140 120 100 80 60 40 20 0 500 450 400 350 300 250 200 150 100 50 0 21 jan 08 feb 08 mar 08 apr 08 may 08 jun 08 jul 08 aug 08 sept 08 oct 08 nov 08 dec 08 jan 09 feb 09 mar 09 apr 09 may 09 jun 09 jul 09 aug 09 sept 09 oct 09 nov 09 dec 09 jan 10 feb 10 mar 10 apr 10 may 10 jun 10 jul 10 aug 10 sept 10 oct 10 nov 10 dec 10 jan 11 feb 11 mar 11 apr 11 may 11 jun 11 jul 11 aug 11 sept 11 oct 11 nov 11 dec 11 janv 2012 fev 2012 mars 2012 apr 2012
Investor Relations Contact Information Ronald Wasylec, Senior Vice President, Investor Relations Tel +33 1 71 75 12 23 e mail ronald.wasylec@veolia.com Ariane de Lamaze Tel +33 1 71 75 06 00 e mail ariane.de lamaze@veolia.com 38 Avenue Kléber 75116 Paris France Fax +33 1 71 75 10 12 Terri Anne Powers, Director of North American Investor Relations 200 East Randolph Street Suite 7900 Chicago, IL 60601 Tel +1 (312) 552 2890 Fax +1 (312) 552 2866 e mail terri.powers@veoliaes.com http://www.finance.veolia.com 22