Page 306 - 2012 Annual Report

306 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 26 Contractual obligations and other commitments
Ref. Context Characteristics (nature and amount) Expiry
Contingent assets
Acquisition of EMI Recorded Music (September 2012) Commitments received in connection with the acquisition
(please refer to Note 2.1).
-
(j) Acquisition of Tele2 France by SFR (July 2007) Commitments on the handling and distribution
of audio-visual content expired in July 2012.
2012
Acquisition of Bolloré Group’s channels (September 2012) Guarantees capped at €120 million (please refer to Note 2.2). 2017
Acquisition of 40% of N-Vision (November 2012) Guarantees made by ITI capped at approximately:
- €28 million for general guarantees; and
- €277 million for specific guarantees (including tax matters,
free and full ownership of shares sold, authorizations /
approvals for the exercise of the activity).
2014
-
Merger of Cyfra+ and TVN’s ‘n’ platform (November 2012) Reciprocal guarantees in favor of TVN:
- PLN 1 billion in the event of a breach of any representation
or warranty or covenants;
2015
- PLN 300 million in the event of a breach of specific
representation or warranty; and
-
- PLN 145 million related to Neovision’s unutilized
tax losses carried forward.
-
Acquisition of Kinowelt (April 2008) - General and specific guarantees regarding movie rights property
given by the sellers to EuroMedien Babelsberg GmbH expired; and
2011
- Specific guarantees, notably on film rights were granted
by the sellers.
-
(e) Divestiture of NC Numéricâble (March 2005) €151 million counter-guaranteed by France Telecom. 2014
(h) Early settlement of rental guarantees related to the last three
buildings in Germany (November 2007)
Commitments expired in October 2012: 2012
- Pledge over the cash of the divested companies sold
(€40 million as of December 31, 2011); and
- Counter-guarantee provided by the purchaser in the amount
of €200 million cancelled in October 2012.
(k) Divestiture of Xfera (2003) Guarantees amount to €71 million. -
Other contingent assets Cumulated amount of €58 million (€47 million as
of December 31, 2011).
-
The accompanying notes are an integral part of the contingent assets and liabilities described above.
(a) As part of the NBC Universal transaction which occurred in May 2004, Vivendi and General Electric (GE) gave certain reciprocal commitments
customary for this type of transaction, and Vivendi retained certain liabilities relating to taxes and excluded assets. Vivendi and GE undertook to
indemnify each other against losses resulting from, among other things, any breach of their respective representations, warranties and covenants.
Neither party will have any indemnification obligations for losses arising as a result of any breach of representations and warranties (i) for any
individual item where the loss is less than $10 million and (ii) in respect of each individual item where the loss is equal to or greater than $10 million
except where the aggregate amount of all losses exceeds $325 million. In that event, the liable party will be required to pay the amount of losses
which exceeds $325 million, but in no event will the aggregate indemnification payable exceed $2,088 million.
In addition, Vivendi will have indemnification obligations for 50% of every US dollar of loss up to $50 million and for all losses in excess of $50 million
relating to liabilities arising out of the Most Favored Nation provisions set forth in certain contracts. As part of the unwinding of IACI’s interest in VUE
on June 7, 2005, Vivendi’s commitments with regard to environmental matters were amended and Vivendi’s liability is now subject to a de minimis
exception of $10 million and a payment basket of $325 million.
The representations and warranties given as part of the NBC Universal transaction other than those regarding authorization, capitalization and tax
representations terminated on August 11, 2005. Notices of environmental claims related to remediation must be brought by May 11, 2014. Other
claims, including those related to taxes, will be subject to applicable statutes of limitations.
The sale of Vivendi’s interest in NBC Universal to GE completed on January 25, 2011 did not modify these commitments.