305
Annual Report -
2013
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Vivendi
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Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements |
Consolidated
Financial Statements
| Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements
Note 27. Contractual obligations and other commitments
Ref.
Context
Characteristics (nature and amount)
Expiry
Contingent assets
(b)
Acquisition of Bolloré Group’s channels (September 2012) Guarantees capped at €120 million.
2017
Acquisition of 40% of N-Vision (November 2012)
Guarantees made by ITI capped at approximately:
€28 million for general guarantees; and
2014
€277 million for specific guarantees (including tax matters,
free and full ownership of shares sold, authorizations/approvals
for the exercise of the activity).
-
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)
Specific guarantees, notably on film rights were granted by the sellers.
-
(e)
Divestiture of NC Numéricâble (March 2005)
€151 million counter-guaranteed by Orange.
2014
Acquisition of EMI Recorded Music (September 2012)
commitments relating to full pension obligations in the United
Kingdom assumed by Citi; and
-
guarantees relating to losses stemming from taxes and litigation
claims, in particular those related to pension obligations
in the United Kingdom.
-
(k)
Acquisition of Tele2 France by SFR (July 2007)
Commitments on the handling and distribution of audio-visual content
expired in July 2012.
2012
(i)
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; and
counter-guarantee provided by the purchaser in the amount
of €200 million.
(l)
Divestiture of Xfera (2003)
Guarantees amount to €71 million.
-
Other contingent assets
Cumulated amount of €70 million (compared to €58 million
as of December 31, 2012).
-
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.
