Exhibit 99.2

Management’s****DISCUSSION AND ANALYSIS

In this management’s discussion and analysis of financial condition and results of operations (MD&A), *we*, *us*, *our*, *BCE *and *the company*mean either BCE Inc. or, collectively, BCE Inc., its subsidiaries, joint ventures and associates. *Bell *means our Bell Wireline, Bell Wireless and Bell Media segments on an aggregate basis. *Bell Aliant*means either Bell Aliant Inc. or, collectively, Bell Aliant Inc. and its subsidiaries, joint ventures and associates.

All amounts in this MD&A are in millions of Canadian dollars, except where noted. Please refer to the glossary on page 123 for a list of defined terms.

Please refer to BCE’s audited consolidated financial statements for the year ended December 31, 2012 when reading this MD&A. In preparing this MD&A, we have taken into account information available to us up to March 7, 2013, the date of this MD&A, unless otherwise stated.

You will find BCE’s audited consolidated financial statements for the year ended December 31, 2012, BCE’s annual information form for the year ended December 31, 2012 dated March 7, 2013 (BCE 2012 AIF) and recent financial reports on BCE’s website at www.bce.ca, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

This MD&A comments on our operations, performance and financial condition for the two years ended December 31, 2012 and 2011.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

BCE’s 2012 annual report including this MD&A and, in particular, but without limitation, the sections of this MD&A entitled *Strategic Imperatives*, *Business Outlook and Assumptions*and *Financial and Capital Management – Credit Ratings*and *Liquidity*contain forward-looking statements. These forward-looking statements include, but are not limited to, BCE’s common share dividend policy, Bell Canada’s financial policy targets, the business outlook for BCE’s segments, BCE’s business objectives, plans and strategic priorities, the sources of liquidity we expect to use to meet our anticipated 2013 cash requirements, our 2013 expected post-employment benefit plan funding, the expected timing and completion of, and the expected amount and sources of financing for, BCE’s proposed acquisition of Astral Media Inc. (Astral) and the benefits expected to result from the transaction, and our broadband fibre, Internet protocol television (IPTV) and wireless networks deployment plans. Forward-looking statements also include any other statements that do not refer to historical facts. A statement we make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements are typically identified by the words *assumption*, *goal*, *guidance*, *objective*, *outlook*, *project*, *strategy*, *target*and other similar expressions or future or conditional verbs such as *aim*, *anticipate*, *believe*, *could*, *expect*, *intend*, *may*, *plan*, *seek*, *should*, *strive*and *will*. All such forward-looking statements are made pursuant to the ‘safe harbour’ provisions of applicable Canadian securities laws and of the *United States Private Securities Litigation Reform Act of 1995*. Unless otherwise indicated by us, forward-looking statements in BCE’s 2012 annual report, including in this MD&A, describe our expectations as at March 7, 2013 and, accordingly, are subject to change after this date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results could differ materially from our expectations expressed in or implied by such forward-looking statements and that our business outlook, objectives, plans and strategic priorities may not be achieved. As a result, we cannot guarantee that any forward-looking statement will materialize and you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are presented in BCE’s 2012 annual report, including in this MD&A, for the purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes.

Forward-looking statements made in BCE’s 2012 annual report, including in this MD&A, are based on a number of assumptions that we believed were reasonable on March 7, 2013. Certain key economic, market and operational assumptions we have made in preparing the above-mentionned forward-looking statements and other forward-looking statements contained in this annual report and, in particular, but without limitation, the forward-looking statements contained in this MD&A in the sections entitled *Strategic Imperatives, Business Outlook and Assumptions*and *Financial and Capital Management – Credit Ratings*and *Liquidity*, include, without limitation, the assumptions described in the section of this MD&A entitled *Business Outlook and Assumptions*, which section is incorporated by reference in this cautionary statement. If our assumptions turn out to be inaccurate, our actual results could be materially different from what we expect.

Important risk factors including, without limitation, competitive, regulatory, operational, technological, economic and financial risks that could cause actual results or events to differ materially from those expressed in or implied by the above-mentioned

22  **BCE Inc.**   |   2012 Annual Report   |

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Management’sDiscussion and Analysis

 

forward-looking statements and other forward-looking statements included in BCE’s 2012 annual report, including in this MD&A, include, but are not limited to, the risks described in the sections of this MD&A entitled *Our Competitive Environment*, *Our Regulatory Environment*and *Risks that Could Affect Our Business and Results*, which sections are incorporated by reference in this cautionary statement.

We caution readers that the risks described in the above-mentioned sections and in other sections of this MD&A are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial position or results of operations. Except as otherwise indicated by us, forward-looking statements do not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after March 7, 2013. The financial impact of these transactions and non-recurring and other special items can be complex and depends on the facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business.

ABOUT OUR BUSINESS

BCE is Canada’s largest communications company, providing residential, business and wholesale customers with a wide range of solutions to all their communications needs. In 2012, we reported the results of our operations in four segments: Bell Wireline, Bell Wireless, Bell Media and Bell Aliant. Bell, which encompasses our core operations, is comprised of our Bell Wireline, Bell Wireless and Bell Media segments. Bell Media is Canada’s leading multimedia company with leading assets in television (TV), radio and digital media, including CTV, Canada’s leading TV network based on viewership, and the country’s most-watched specialty channels. We also own a 44.1% interest in, and through our right to appoint a majority of the directors control, Bell Aliant, the incumbent carrier in Canada’s Atlantic Provinces and in rural areas of Ontario and Québec. For the year ended December 31, 2012, we generated consolidated operating revenues of $19,975 million, consolidated EBITDA(1)****of $7,883 million and net earnings of $3,053 million. In aggregate, Bell and Bell Aliant ended 2012 with approximately 21.2 million customer connections, comprised of 8.1 million wireline network access service (NAS) lines, 7.8 million wireless subscribers, 3.0 million Internet subscribers and 2.3 million satellite TV and IPTV subscribers.

Our reporting structure reflects how we manage our business and how we classify our operations for planning and measuring performance. We discuss our consolidated operating results in this MD&A, as well as the operating results of each segment. See Note 3 to the consolidated financial statements for additional information about our segments. We also discuss our results by product line to provide further insight into our operations.

***Returning Value to Shareholders***

BCE maintained its objective of consistent dividend growth with an approximate 7.4% increase in the annual dividend payable on BCE’s common shares for 2013 to $2.33 per share from $2.17 per share at the beginning of 2012. More specifically:

-  on August 8, 2012, we announced a 10 cent increase from $2.17 to $2.27 per common share, starting with the quarterly dividend payable on October 15, 2012on February 7, 2013, we announced a 6 cent increase from $2.27 to $2.33 per common share, starting with the quarterly dividend payable on April 15, 2013.
With these dividend increases BCE’s annual common share dividend has increased 60% since the fourth quarter of 2008.