Page 305 - 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

III - CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 26 Contractual obligations and other commitments

26.4. CONTINGENT ASSETS AND LIABILITIES SUBSEQUENT TO GIVEN OR RECEIVED COMMITMENTS

RELATED TO THE DIVESTITURE OR ACQUISITION OF SHARES

Ref.

Context

Characteristics (nature and amount)

Expiry

Contingent liabilities

(a)

NBC Universal transaction (May 2004) and subsequent

amendments (2005 - 2010)

- Breaches of tax representations;

- Obligation to cover the Most Favored Nation provisions; and

- Remedial actions.

-

2014

Creation of Activision Blizzard (July 2008)

Tax sharing and indemnity agreements.

-

Divestiture of UMG manufacturing

and distribution operations (May 2005)

Various commitments for manufacturing and distribution services.

2015

(b)

Takeover of Neuf Cegetel (April 2008)

Commitments undertaken in connection with the authorization

of the take over by the French Minister of the Economy, Industry

and Employment.

2013

Acquisition of Bolloré Group’s channels (September 2012)

Commitments undertaken in connection with the authorizarion

of the acquisition (please refer to Note 2.2.), with:

- the French Competition Authority;

2017

- the French Broadcasting Authority.

2015

Merger of Cyfra+ and “n” platforms (November 2012)

Reciprocal guarantees in favor of TVN:

- PLN 1 billion in the event of a breach of any representation or

warranty or covenants; and

2015

- PLN 300 million in the event of a breach of specific representation

or warranty.

-

(c)

Canal+ Group’s pay-TV activities in France

(January 2007-July 2012)

- New approval of the acquisition of TPS and CanalSatellite subject

to compliance with injunctions ordered by the French Competiton

Authority;

2017

- Tax and social guarantees with a €162 million cap, expired

on January 4, 2011.

2011

(d)

Divestiture of Canal+ Nordic (October 2003)

Distribution guarantees given in favor of Canal Digital

and Telenor Broadcast Holding by a former subsidiary.

-

(e)

Divestiture of NC Numéricâble (March 2005)

Specific guarantees capped at €241 million (including tax

and social risks).

2014

Divestiture of PSG (June 2006)

Unlimited specific guarantees.

2018

(f)

Divestiture of Sithe (December 2000)

Specific guarantees capped at $480 million.

-

(g)

Sale of real estate assets (June 2002)

Autonomous first demand guarantees capped at €150 million

in total (tax and decennial guarantees).

2017

(h)

Early settlement of rental guarantees related to the last three

buildings in Germany (November 2007)

Cancellation in October 2012 of guarantees of rental payments

obligations following the sale of the companies

(€277 million as of December 31, 2011).

2012

(i)

Divestiture of PTC shares (December 2010)

Commitments undertaken in order to end litigation over the share

ownership of PTC in Poland.

-

Other contingent liabilities

Cumulated amount of €10 million (€30 million as of

December 31, 2011).

-