Page 237 - 2012 Annual Report

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VIVENDI l 2012 l Annual Report
FINANCIAL REPORT – CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS –
STATUTORY FINANCIAL STATEMENTS 4
4
III - CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2 Major changes in the scope of consolidation
1.6. NEW IFRS STANDARDS AND IFRIC INTERPRETATIONS THAT HAVE BEEN PUBLISHED
BUT ARE NOT YET EFFECTIVE
Among IFRS accounting standards and IFRIC interpretations issued by
IASB / IFRIC at the date of approval of these Consolidated Financial
Statements, but which are not yet effective, and for which Vivendi has not
elected for an earlier application, the main standards which may have an
impact on Vivendi are as follows:
Standards adopted in the European Union
✱ Amendments to IAS 1 – Presentation of Financial Statements:
Presentation of Items of Other Comprehensive Income, on the
presentation of items of other comprehensive income, and their
recycling or not in the Statement of Earnings, which applies to periods
beginning on or after January 1, 2013, and with retrospective effect
as of January 1, 2012;
✱ Amendments to IAS 19 – Employee Benefits, which applies to periods
beginning on or after January 1, 2013, with retrospective effect as of
January 1, 2012, and for which the main impacts are presented below;
✱ New standards relating to the principles of consolidation: IFRS 10
– Consolidated Financial Statements, IFRS 11 – Joint Arrangements,
IFRS 12 – Disclosure of Interests in Other Entities, IAS 27 – Separate
Financial Statements , and IAS 28 – Investments in Associates and
Joint Ventures , which all apply to periods beginning on or after
January 1, 2014. Vivendi intends to early apply these standards from
January 1, 2013 and retrospectively from January 1, 2012; and
✱ New standard IFRS 13 – Fair Value Measurement , relating to the
definition of the fair value notion in terms of measurement and
disclosures, which applies prospectively to periods beginning on or
after January 1, 2013.
Standards not yet adopted in the European Union
✱ Amendments to various IFRS included in the Annual Improvements to
IFRSs 2009-2011 Cycle, as published by the IASB on May 2012, which
apply to periods beginning on or after January 1, 2013, retrospectively
from January 1, 2012, but are still subject to adoption in the European
Union.
Vivendi is currently finalizing the assessment of the potential impact on
the Statement of Comprehensive Income, the Statement of Financial
Position, the Statement of Cash Flows, and the content of the Notes to
the Consolidated Financial Statements in applying these standards and
amendments. No significant impact is expected for the time being, except
for the amendments to IAS 1 and IAS 19, which main impact identified
by comparison with the current accounting treatments applied by Vivendi
relates to the suppression of the “corridor method”, on the recognition
through profit and loss for the year of the amortization of actuarial gains
and losses on defined employee benefit plans. Thus, actuarial gains and
losses not yet recognized will be recorded against consolidated equity as
of January 1, 2012 for an amount of -€119 million, and as from January 1,
2012, actuarial gains and losses will be immediately recognized in other
comprehensive income in the Statement of Comprehensive Income and
will no longer be recycled in profit and loss.
Note 2. Major changes in the scope of consolidation
2.1. ACQUISITION OF EMI RECORDED MUSIC BY VIVENDI AND UNIVERSAL MUSIC GROUP (UMG)
In accordance with the agreement entered into with Citigroup Inc. (Citi)
on November 11, 2011, and following receipt of the regulatory approvals
from the European Commission and the Federal Trade Commission in the
United States on September 21, 2012, Vivendi and UMG completed the
acquisition of 100% of the recorded music business of EMI Group Global
Limited (EMI Recorded Music) on September 28, 2012. EMI Recorded
Music has been fully consolidated since that date. The transaction was
also unconditionally cleared in New-Zealand (June 21, 2012), Japan
(July 9, 2012), and Canada (August 20, 2012).
The purchase price, in enterprise value, amounted to £1,130 million
(approximately €1,404 million) and included €1,363 million paid in cash,
of which £991 million (approximately €1,230 million) was paid in early
September 2012, when conditions to payment were satisfied. As part of
this transaction, Citi agreed to assume the full pension obligations in the
United Kingdom, and UMG received commitments customary for this type
of transaction. In addition, Citi undertook to indemnify UMG against losses
stemming from taxes and litigation claims, in particular those related to
pension obligations in the United Kingdom.
The approval by the European Commission was conditional upon the
divestment of EMI’s Parlophone label and certain other music assets
worldwide, such as EMI France, EMI’s classical music labels, Chrysalis,
Mute and several other local EMI entities. In accordance with IFRS 5
– Non-current assets held for sale and discontinued operations, Vivendi
reclassified these assets as assets held for sale at market value in the
Consolidated Statement of Financial Position as of December 31, 2012.
The sale of Parlophone Label Group, part of EMI Recorded Music, for
£487 million (approximately €600 million after taking into account
the EUR/GBP foreign currency hedge in place) to be paid in cash, was