SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
November 25, 2003
Vivendi Universal
(Exact name of registrant as specified in its charter)
42, avenue de Friedland
75008 Paris
France
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X | Form 40-F ___ |
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ___ | No X |
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Contents: Selected US GAAP Financial Data.
This report on Form 6-K shall be incorporated by reference in the Registration Statement on Form F-4 (Registration No. 333-106766), as amended, and the Registration Statement on Form F-3 (Registration No. 333-81578), as amended, filed by Vivendi Universal under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by Vivendi Universal under the Securities Act of 1933 or the Securities Exchange Act of 1934.
EXHIBIT LIST | ||||||||
SIGNATURES | ||||||||
EXHIBIT 99.1 |
EXHIBIT LIST
Exhibit | Description | |
99.1 | Selected US GAAP Financial Data. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VIVENDI UNIVERSAL | ||||
By | /s/ George E. Bushnell III | |||
Name: George E. Bushnell III | ||||
Title: Vice President |
Date: November 25, 2003
3
EXHIBIT 99.1
SELECTED US GAAP FINANCIAL DATA
Reconciliation of shareholders equity
June 30, | December 31, | |||||||||
2003 | 2002 | |||||||||
(In millions of euro) | ||||||||||
Shareholders equity as reported in the consolidated statement
of Shareholders Equity |
| 12 476 | | 14 020 | ||||||
Adjustments to conform to US GAAP |
||||||||||
Business combinations and goodwill |
8 474 | 8 171 | ||||||||
Goodwill impairment charge |
(8 861 | ) | (8 861 | ) | ||||||
Impairment of long-lived assets |
11 | 23 | ||||||||
Intangible assets |
(465 | ) | (462 | ) | ||||||
Financial instruments |
(1 158 | ) | (1 241 | ) | ||||||
Disposal of investment in BSkyB |
(1 307 | ) | (1 307 | ) | ||||||
Employee benefit plans |
(209 | ) | (196 | ) | ||||||
Other |
(122 | ) | (208 | ) | ||||||
Tax effect on adjustments |
1 273 | 1 281 | ||||||||
Put on Vivendi Universals own shares |
| (155 | ) | |||||||
US GAAP Shareholders equity |
| 10 112 | | 11 065 | ||||||
Reconciliation of net income (loss)
Half-year ended June 30, | ||||||||||
2003 | 2002 | |||||||||
(In millions of euro) | ||||||||||
French GAAP net loss as reported in the Consolidated Statement
of Income |
| (632 | ) | | (12 306 | ) | ||||
Adjustments to conform to US GAAP
|
||||||||||
Business combination and goodwill(1) |
303 | 417 | ||||||||
Goodwill impairment charge |
| (454 | ) | |||||||
Impairment of long-lived assets |
(12 | ) | (12 | ) | ||||||
Intangible assets(2) |
(3 | ) | (14 | ) | ||||||
Financial instruments(3) (4) |
111 | 879 | ||||||||
Disposal of investment in BSkyB |
| (2 025 | ) | |||||||
Employee benefit plans |
(13 | ) | (4 | ) | ||||||
Other(5) |
(196 | ) | (1 | ) | ||||||
Tax effect on adjustments |
(9 | ) | 709 | |||||||
US GAAP net income (loss) before cumulative effect of change
in accounting principle |
| (451 | ) | | (12 811 | ) | ||||
Cumulative effect of change in accounting principle, after tax(6) |
30 | (17 062 | ) | |||||||
US GAAP net loss |
| (421 | ) | | (29 873 | ) | ||||
Unaudited, French GAAP Basis
1
(1) | Amortization of goodwill in French GAAP is reversed, since goodwill is no longer amortized under US GAAP. | |
(2) | Different basis of trademark amortization recognized in US GAAP. | |
(3) | In 2003, FAS 133 reconciliation items 60 million; financial instruments related to treasury shares 42 million. In 2002, reversal of accruals for and recognition of losses under French GAAP related to put and call options on treasury shares of 888 million; reversal of reserves related to available for sale assets recognized in profit and loss under French GAAP of 173 million (Dupont); reversal of mark-to market of sold marketable securities (239) million. | |
(4) | The valuation of the Class B Preferred Interest and the Put/Call provisions has been performed by Standard & Poors (S&P) under an engagement with Vivendi Universal. After a review by S&P of their methodology and assumptions, S&P has changed the methodology it uses as of June 30, 2003. Had that methodology been applied to the March 31, 2003 valuation, financial instruments would have been valued at 446 million and US GAAP net loss would have been (254) million. | |
(5) | In 2003, these adjustments related mainly to Veolia Environment (VE). | |
(6) | In 2003, adoption of FAS 143 asset retirement obligations. VE has estimated the impact as of June 30, 2003 of the adoption of this standard as of January 1, 2003; this estimate may be revised by at December 31, 2003 in connection with the preparation by VE of its audited financial statements for the full year 2003. However, in the opinion of management, any revision would not result in an amount that would be materially different than the estimate reflected in the adjustment set forth above. In 2002, adoption of FAS 142 impairment. This impairment was effectively recorded under French GAAP in 2001. |
Reconciliation of other selected financial data to US GAAP
Operating income
Half-year ended June 30, | ||||||||||
2003 | 2002 | |||||||||
(In millions of euro) | ||||||||||
Operating income French GAAP |
| 1 677 | | 2 290 | ||||||
Adjustments to conform to US GAAP
|
||||||||||
Elimination of proportionate companies |
| (245 | ) | |||||||
Real estate defeased properties |
22 | 22 | ||||||||
Employee benefit plans |
(13 | ) | (4 | ) | ||||||
Other |
31 | (11 | ) | |||||||
Operating income US GAAP |
| 1 717 | | 2 052 | ||||||
Financing expenses
Half-year ended June 30, | ||||||||||
2003 | 2002 | |||||||||
(In millions of euro) | ||||||||||
Financing expenses French GAAP |
| (377 | ) | | (674 | ) | ||||
Adjustments to conform to US GAAP
|
||||||||||
Elimination of proportionate companies |
| 68 | ||||||||
Real estate defeased properties |
(35 | ) | (35 | ) | ||||||
Other |
58 | (8 | ) | |||||||
Financing expenses US GAAP |
| (354 | ) | | (649 | ) | ||||
Unaudited, French GAAP Basis
2
Financial net debt
Bank overdrafts | Cash and | Total | ||||||||||||||||||||
Long-term | and other short | cash | financial net | |||||||||||||||||||
As at June 30, 2003 | debt | term borrowings | Gross debt | equivalents | debt | |||||||||||||||||
(In millions of euro) | ||||||||||||||||||||||
Total financial net debt French GAAP |
| 8 512 | | 8 334 | | 16 846 | | (3 151 | ) | | 13 695 | |||||||||||
Adjustments to conform to US GAAP
|
||||||||||||||||||||||
VUE Preferred shares class A&B |
(2 235 | ) | | (2 235 | ) | | (2 235 | ) | ||||||||||||||
Real estate defeased properties |
828 | | 828 | | 828 | |||||||||||||||||
Other |
(13 | ) | 433 | 420 | 2 | 422 | ||||||||||||||||
Total financial net debt US GAAP |
| 7 092 | | 8 767 | | 15 859 | | (3 149 | ) | | 12 710 | |||||||||||
Bank overdrafts | Cash and | Total | ||||||||||||||||||||
Long-term | and other short | cash | financial net | |||||||||||||||||||
As at December 31, 2002 | debt | term borrowings | Gross debt | equivalents | debt | |||||||||||||||||
(In millions of euro) | ||||||||||||||||||||||
Total financial net debt French GAAP |
| 10 455 | | 9 177 | | 19 632 | | (7 295 | ) | | 12 337 | |||||||||||
Adjustments to conform to US GAAP
|
||||||||||||||||||||||
VUE Preferred shares class A&B |
(2 506 | ) | | (2 506 | ) | | (2 506 | ) | ||||||||||||||
AOL Europe LineInvest |
| 774 | 774 | | 774 | |||||||||||||||||
Real estate defeased properties |
846 | | 846 | | 846 | |||||||||||||||||
Other |
(12 | ) | 422 | 410 | 3 | 413 | ||||||||||||||||
Total financial net debt US GAAP |
| 8 783 | | 10 373 | | 19 156 | | (7 292 | ) | | 11 864 | |||||||||||
Unaudited, French GAAP Basis
3