SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
Commission file number
VIVENDI UNIVERSAL 401(K) PLAN II
800 Third Avenue
New York, New York 10022
(Full title of the plan and the address of the plan)
Vivendi Universal S.A.
42, avenue de Friedland
75380 Paris Cedex 08, France
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. The Vivendi Universal 401(k)Plan II is subject to the requirements of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Attached hereto are the financial statements of the Vivendi Universal
401(k) Plan II for the fiscal year ended December 31, 2002 prepared in
accordance with the financial reporting requirements of ERISA.
EXHIBITS
1. Financial statements of the Vivendi Universal 401(k) Plan II for the
fiscal year ended December 31, 2002 prepared in accordance with the
financial reporting requirements of ERISA.
2. Consent of McGladrey & Pullen, LLP, independent accountants.
3. Certification furnished pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
Vivendi Universal 401(k) Plan II
By /s/ Robert Greenberg
----------------------------------
Robert Greenberg
Senior Vice President - Global
Compensation and Benefits,
Vivendi Universal US Holding Co.
Date: June 30, 2003
Exhibit 1
Vivendi Universal 401(k) Plan II
FINANCIAL STATEMENTS
DECEMBER 31, 2002
CONTENTS
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INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 1
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FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
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INDEPENDENT AUDITOR'S REPORT
ON THE SUPPLEMENTARY INFORMATION
-------------------------------------------------------------------------------
SUPPLEMENTARY INFORMATION
Form 5500, Schedule H, Line 4j - Schedule of Reportable Transactions 11
INDEPENDENT AUDITOR'S REPORT
To the Administrator Committee of
Vivendi Universal 401(k) Plan II
We have audited the accompanying statement of net assets available for
benefits of Vivendi Universal 401(k) Plan II as of December 31, 2002, and the
related statement of changes in net assets available for benefits for the
period from June 1, 2002 (date of inception) through December 31, 2002. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of The Vivendi
Universal 401(k) Plan II as of December 31, 2002 and the changes in net assets
available for benefits for the period from June 1, 2002 (date of inception)
through December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information is
presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ McGladrey & Pullen, LLP
New York, New York
June 30, 2003
VIVENDI UNIVERSAL 401(k) PLAN II
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2002
2002
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Net assets held in trust by Vanguard Fiduciary Trust
Company (Note 6) $ -
Liabilities -
------------------
Net Assets Available for Benefits $ -
==================
SEE NOTES TO FINANCIAL STATEMENTS.
VIVENDI UNIVERSAL 401(k) PLAN II
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Period From June 1, 2002 (date of inception) through December 31, 2002
2002
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Additions to net assets attributed to:
Investment income (loss):
Net (depreciation) in fair value of investments $ (2,321,554)
Dividends and interest 796,907
---------------
---------------
(1,524,647)
---------------
Contributions:
Employee contributions 2,241,239
Employer contributions 791,063
---------------
3,032,302
---------------
Initial asset transfer in 40,121,149
Other additions 14,715
---------------
---------------
40,135,864
---------------
Total additions 41,643,519
---------------
Deductions to net assets attributed to:
Participant withdrawals (425,188)
Transfer of assets to affiliated plan (Note 2) (41,218,331)
---------------
Total deductions (41,643,519)
---------------
Net increase -
Net assets available for benefits:
Beginning of period -
---------------
---------------
End of period $ -
===============
SEE NOTES TO FINANCIAL STATEMENTS.
VIVENDI UNIVERSAL 401(k) PLAN II
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 1. Description of the Plan
The following brief description of Vivendi Universal 401(k) Plan II (the "Plan")
is provided for general information purposes only. Participants should refer to
the plan document for more complete information.
General: The Plan is a defined contribution plan established as of June 1, 2002
by Vivendi Universal Entertainment LLLP (the "Company") and is subject to the
applicable provisions of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").
Eligibility: The Plan covers employees of the Company whose annual base salary
or regular wages, (excluding overtime, bonuses, commissions or other special or
contingent payments) exceeds $15,793 as of December 31, 1998 (increased on the
last day of each year by 4%) and who are either (i) salaried employees, or (ii)
hourly employees not employed in a classification designated by the Company from
time to time, excluding various categories of employees specified in the Plan
including, but not limited to, persons represented by a collective bargaining
agent, persons employed on a special basis, and persons employed by an operating
unit of the Company to which the Plan has not been extended.
Contribution: Each participant's account is credited with the participant's
contribution and the Company's matching contribution. Plan earnings are
allocated based on participant account balances, as defined. Non-highly
compensated employees, as defined by the Plan, may elect to contribute to their
pre-tax accounts on a pre-tax basis ("Pre-Tax Contributions") and/or to their
after-tax accounts on an after-tax basis ("After-Tax Contributions") through
payroll deductions of 1% to 17% (in the aggregate) of their annual salary (as
defined in the Plan), in multiples of 1%, in any combination. Effective January
1, 1999, highly compensated employees, as defined by the Plan may contribute up
to 17% in the aggregate to their pre-tax and after-tax accounts with a limit of
10% of their pre-tax account. Pre-tax contributions and after-tax contributions
are subject to limitations imposed by federal laws for qualified retirement
plans.
The Plan provides for matching contributions by the Company payable to the
participants' company match accounts. The Company's matching contribution was
increased to 60% of the first 6% of the Participants' pre-tax and after-tax
contributions made during each payroll period. The Company's contributions are
subject to limitations imposed by federal laws for qualified retirement plans.
Participants may elect to have their contributions and matching contributions
invested in a variety of investment funds. Investment elections or contributions
rate changes can be changed on any business day and must be made in increments
of 1%.
The Plan will accept into participants' rollover accounts cash received by
participants from a qualified plan within the time prescribed by applicable law
("Rollover Contributions").
The Company may make discretionary contributions in an amount to be determined
by the Company. The Company has not made discretionary contributions since the
inception of the Plan.
VIVENDI UNIVERSAL 401(k) PLAN II
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 1. Description of the Plan (Continued)
Vesting: A participant in the Plan always has a fully vested interest in the
value of his or her contributions and rollover accounts. He or she has a
non-forfeitable right to the value of his or her company match account upon the
attainment of age 60, disability (as defined in the Plan) or death. Upon
termination of employment for any other reason, a participant vests in the funds
held in his or her company match account in accordance with the following
vesting schedule:
COMPLETED YEAR OF SERVICE PERCENTAGE VESTED
--------------------------------------------------------------------------------
Less than 1 0%
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
5 or more 100%
Upon termination of employment for reasons other than the attainment of age 60,
disability or death of a participant who was not fully vested in his or her
company match account, the nonvested portion of the company match account shall
be forfeited. Any account forfeited shall be applied to reduce the Company's
contributions in accordance with the terms of the Plan. Any amount forfeited
shall be restored if the participant is re-employed by a Company before
incurring a five year break in service and if the participant repays to the Plan
(within five years after his or her reemployment commencement date) an amount in
cash equal to the full amount distributed to him or her from the Plan on account
of termination of employment, excluding amounts from the after-tax and rollover
accounts at the participant's election.
Forfeitures: The nonvested interest of terminated participants serves to reduce
Company contributions in accordance with the terms of the Plan. The Company
didn't use any forfeiture to offset their contributions during the period from
June 1, 2002 and December 31, 2002.
Payment of Benefits: Upon termination of employment, after the attainment of age
60 or for reason of disability or death, the participant or his or her
beneficiary shall receive the value of his or her accounts. However, if the
termination of employment is for reasons other than
the attainment of age 60, disability or death, the participant shall receive
only the value of the vested funds in his or her accounts. Benefits are
recorded when paid.
In accordance with the procedures established by the Administrative Committee
and the terms of the Plan, certain terminated employees may elect to defer final
distribution from the Plan. Upon such election, the amount in such participants'
vested interest in the Plan is entitled to continue to receive investment income
and is held by the Trustee until the date of distribution as elected by the
participants. Prior to termination of employment, the participant may withdraw
amounts from the participant's accounts in accordance with the provisions of the
Plan.
VIVENDI UNIVERSAL 401(k) PLAN II
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 1. Description of the Plan (Continued)
Loans to Participants: A participant may apply for loans up to the lesser of
$50,000 or 50% of the value of the vested portion of the participant's accounts.
The minimum loan amount is $1,000. The maximum repayment terms are 5 years for
general purpose loans and 25 years for principal residence loans, except that
principal residence loans requested after December 31, 1999 will have a maximum
repayment term of fifteen years. Applications for loans must be approved by the
administrative committee. The amounts borrowed are transferred from the
investment funds in which the participant's accounts are currently invested.
Repayment and interest thereon are credited to the participant's current
investment funds through payroll deductions made each pay period. The interest
rate for loans is based on the prime rate on the first business day of the month
in which the loan is made plus one percentage point.
Note 2. Significant Plan Changes
On May 7, 2002, Vivendi Universal completed the acquisition of the entertainment
assets of USA Networks (USA). Under the terms of the deal, a new entity named
Vivendi Universal Entertainment LLLP (VUE) was formed on June 1, 2002 and
became an affiliate of Vivendi Universal S.A. The entity brings together
Universal Studios Group and the entertainment assets of USA Networks.
Many employees of VUE were former employees of USA Networks and were
participants in the USA Networks, Inc. Retirement Savings Plan - Networks. VUE
established Vivendi Universal 401(k) Plan II in substantially the same form as
the Vivendi Universal 401(k) Plan. However, certain benefit provisions
applicable solely to eligible employees of USA Networks who transferred to VUE
and any future VUE eligible employees were preserved in the Plan.
Effective June 28, 2002, the total net assets of Vivendi Universal 401(k) Plan
II were added to the Vivendi Universal US Holding Co. Master Trust. Effective
December 31, 2002, Vivendi Universal 401(k) Plan II merged into Vivendi
Universal 401(k) Plan.
Note 3. Summary of Significant Accounting Policies
The accounting policies followed in the preparation of the financial
statements of Vivendi Universal 401(k) Plan II (the "Plan") conform with
accounting principles generally accepted in the United States of America. The
more significant accounting policies are:
Basis of Accounting: The accompanying financial statements of the Plan are
maintained on the accrual basis of accounting.
Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of additions and deductions during the reporting period. Accordingly, actual
results may differ from those estimates.
VIVENDI UNIVERSAL 401(k) PLAN II
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 3. Summary of Significant Accounting Policies (continued)
Investment Valuation and Income Recognition: The assets are held in trust by
Vanguard Fiduciary Trust Company ("Trustee") in the Vivendi Universal US
Holding Co. Master Trust Agreement ("Master Trust"), amended and restated on
January 1, 2002, which also includes assets of the 401(k) plans of the Vivendi
Universal's affiliates, Vivendi Universal Entertainment LLLP, Vivendi Spencer
Gifts Inc., Vivendi Universal Games, Inc., and MP3.com.
Investment securities are recorded and valued as follows: United States
government obligations are recorded at fair value based on the current market
yields; temporary investments in short-term investment funds are recorded at
cost which in the normal course approximates market value; securities
representing units of other funds are recorded at net asset value of shares held
by the Plan at year-end; and the Vivendi Universal ADSs are stated at the
closing price reported on the composite tape of the New York Stock Exchange on
the valuation date.
Purchases and sales of securities are accounted for on a trade date basis with
the average cost basis used for determining the cost of investments sold.
Interest income is recorded on an accrual basis. Income on securities purchased
under agreements to resell is accounted for at the repurchase rate.
Payment of Benefits: Benefits are recorded when paid.
Note 4. Tax Status of Plan
Effective June 1, 2002, the Plan adopted a standardized form of a prototype
plan sponsored by Vivendi Universal Entertainment LLLP. The Administration
Committee believes the Plan is currently designed and is being operated in
compliance with the applicable provisions of the Internal Revenue Code. The
Plan Administrator plans to submit an application for determination for its
adoption of such prototype plan
Note 5. Related Party Transactions
Some of the Plan expenses including trustee, custodial, and certain
recordkeeping fees are paid by the Company, and personnel and facilities of
the Company are used by the Plan at no charge.
VIVENDI UNIVERSAL 401(k) PLAN II
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 6. Assets Held in Trust
The assets of the Plan are invested in the Master Trust held by the Trustee
where the assets of other related employee benefit plans of affiliates are
invested on a commingled basis. Net assets held in the Trust for Vivendi US
Holding Co. as of December 31, 2002 and 2001 were as follows:
2002 2001
------------------------------------
Assets
Investments held in trust at fair values determined by
quoted market prices:
Stable income fund
Vanguard retirement savings trust $ 114,767,339 $ 121,870,473
Bond fund
PIMCO total return fund, class A shares 79,554,475 116,050,435
S&P 500 index fund
Vanguard 500 Index 93,164,861 168,991,669
Managed equity fund
Vanguard value index fund 32,572,758 45,758,762
Growth equity fund
Vanguard growth index fund 28,762,827 20,321,155
Vivendi Universal stock fund
Vivendi Universal ADSs 10,311,547 34,029,544
Collective short term investment fund 59,299 553,319
The Coca-Cola company stock fund
The Coca-Cola company common stock - 1,561,089
Collective short term investment fund - 108,353
Dreyfus small company value fund
Berger small company value fund 27,857,496 46,493,358
Morgan Stanley Instit. International
Morgan Stanley Instit. International 16,815,317 19,032,529
Dresdner global technology fund
Dresdner RCM global technology fund 4,538,911 10,590,173
Loans to participants 7,782,487 8,457,476
------------------------------------
Total investments $ 416,187,317 $ 593,818,335
====================================
VIVENDI UNIVERSAL 401(k) PLAN II
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 6. Assets Held in Trust (Continued)
The Vivendi Universal Stock Fund held in the Master Trust consist of the
following classification of assets and liabilities as of December 31, 2002:
2002
--------------------
Vivendi Universal ADSs $ 10,260,622
Collective short term investment fund 59,299
Receivables:
Income receivable 65
Accounts receivable 79,022
--------------------
Total assets 10,399,008
--------------------
Liabilities:
Accounts payable (25,919)
Accrued trustee fee (2,243)
--------------------
Total liabilities (28,162)
--------------------
Vivendi Universal Stock Fund net asset value $ 10,370,846
====================
VIVENDI UNIVERSAL 401(k) PLAN II
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 7. Investment Income from Master Trust
Investments held in trust are maintained at fair values determined by quoted
market prices. The appreciation (depreciation) in fair value and other income
for the period ended December 31, 2002 is as follows:
2002
-------------------
Berger SmCap V Fund-Investor $ (321,784)
Dresdner RCM Global Tech 4,158
MSIFT - International Equity Portfolio Class B (226,634)
PIMCO Total Return (3,809)
USA Stock Fund (31,272)
Vanguard 500 Index (344,960)
Vanguard Growth Index (813,133)
Vanguard Retirement Savings Trust -
Vanguard Value Index (590,155)
Vivendi Universal Stock Fund 6,035
----------------
Investment losses (net of investment gains) (2,321,554)
Interest and dividends 796,907
----------------
Investment income (loss) $ (1,524,647)
================
VIVENDI UNIVERSAL 401(k) PLAN II
SCHEDULE OF REPORTABLE TRANSACTIONS *
PERIOD ENDED DECEMBER 31, 2002
-----------------------------------------------------------------------------------------------------------------------------------
Vivendi Universal 401(k) Plan II, EIN 95-2011468
Attachment to Form 5500, Schedule H, Line 4(j):
Description of Asset (include Current Value
interest rate and maturity Historical of Asset on Historical
Identity of Party in the case of a loan) Purchase Price Selling Price Cost of Asset Transaction Date Gain (Loss)
-----------------------------------------------------------------------------------------------------------------------------------
The Vanguard Group Berger SmCap V Fund-Investor $ 2,327,296 $ 2,327,296
The Vanguard Group Berger SmCap V Fund-Investor $ 2,005,512 $ 2,327,296 2,005,512 $(321,784)
The Vanguard Group Morgan Stanley Instit. Int'l 2,357,017 2,357,017
The Vanguard Group Morgan Stanley Instit. Int'l 2,130,383 2,357,017 2,130,383 (226,634)
The Vanguard Group PIMCO Total Return 2,236,349 2,236,349
The Vanguard Group PIMCO Total Return 2,232,540 2,236,349 2,232,540 (3,809)
The Vanguard Group Vanguard 500 Index Inv 3,968,927 3,968,927
The Vanguard Group Vanguard 500 Index Inv 3,623,967 3,968,927 3,623,967 (344,960)
The Vanguard Group Vanguard Growth Index Inv 13,617,024 13,617,024
The Vanguard Group Vanguard Growth Index Inv 12,803,890 13,617,024 12,803,890 (813,134)
The Vanguard Group Vanguard Value Index Inv 5,253,854 5,253,854
The Vanguard Group Vanguard Value Index Inv 4,663,700 5,253,854 4,663,700 (590,154)
The Vanguard Group Vanguard Retire Savings Trust 18,326,123 18,326,123
The Vanguard Group Vanguard Retire Savings Trust 18,326,123 18,326,123 18,326,123 -
* Transactions or a series of transactions in excess of 5% of the current value of the Plan's assets as of the beginning of the plan
year as defined in section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA.
Exhibit 2
CONSENT OF INDEPENDENT ACCOUNTANTS
Vivendi Universal, S.A.
Vivendi Universal 401(k) Plan II
We hereby consent to the incorporation by reference of our report dated June
30, 2003 which appears in your Annual Report on Form 11-K of the Vivendi
Universal 401(k) Plan II for the fiscal year ended December 31, 2002.
By /s/ McGladrey & Pullen, LLP
-----------------------------
McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
New York, N.Y.
June 30, 2003
Exhibit 3
Certification Pursuant to
18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
In connection with the Annual Report on Form 11-K of the Vivendi
Universal 401(k) Plan II (the "Plan") for the fiscal year ended December 31,
2002, as filed with the Securities and Exchange Commission on the date hereof
(the "Report"), each of the undersigned officers of Vivendi Universal S.A.
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, to such officer's knowledge, that:
1. the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Plan.
Dated: June 30, 2003 By: /s/Jean-Rene Fourtou
-----------------------
Jean-Rene Fourtou
Chief Executive Officer
Dated: June 30, 2003 By: /s/Jacques Espinasse
-----------------------
Jacques Espinasse
Chief Financial Officer
*The foregoing certification is incorporated solely for purposes of complying
with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is
not intended to be used for any other purpose. A signed original of this
written statement required by Section 906 has been provided to Vivendi
Universal S.A. and will be retained by Vivendi Universal S.A. and furnished to
the Securities and Exchange Commission or its staff upon request.