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
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 (the "Vivendi Universal Plan") 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 Plan 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 Plan 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
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
FINANCIAL STATEMENTS
DECEMBER 31, 2002
CONTENTS
--------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
1
--------------------------------------------------------------------------------
Statements of net assets available for benefits
2
Statement of changes in net assets available for benefits
3
Notes to financial statements
4 - 12
--------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
ON THE SUPPLEMENTARY INFORMATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SUPPLEMENTARY INFORMATION
Form 5500, Schedule H, Line 4(i) - Schedule of assets held for
investment purposes 13
Form 5500, Schedule H, Line 4(j) - Schedule of reportable transactions 14
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of
Vivendi Universal 401(k) Plan
We have audited the accompanying statements of net assets available for
benefits of Vivendi Universal 401(k) Plan as of December 31, 2002 and 2001,
and the related statement of changes in net assets available for benefits for
the year ended 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 audits.
We conducted our audits 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
audits provide 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 Vivendi
Universal 401(k) Plan as of December 31, 2002 and 2001, and the changes in net
assets available for benefits for the year ended 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
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2002 and 2001
2002 2001
Net assets held in trust by Vanguard Fiduciary
Trust Company (Note 7) $ 373,446,560 $174,117,695
Liabilities - -
-------------------------------------
Net Assets Available for Benefits $ 373,446,560 $174,117,695
=====================================
See Notes to Financial Statements.
VIVENDI UNIVERSAL 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2002
--------------------------------------------------------------------------------
Additions in net assets attributed to:
Investment income (loss):
Net (depreciation) in fair value of investments $ (73,625,482)
Dividends and interest 12,259,573
-------------------
(61,365,909)
-------------------
Contributions:
Participating employees 18,838,061
Participating companies 7,112,147
-------------------
25,950,208
-------------------
Transfer of assets from affiliated plans (Note 2) 442,867,045
Other additions 30,008
-------------------
Total additions 407,481,352
-------------------
Deductions to net assets attributed to:
Participant withdrawals (106,454,683)
Transfer of assets to unaffiliated plans (Note 2) (100,146,330)
Transfer of assets to affiliated plans (253,464)
Other deductions (1,298,010)
-------------------
Total deductions (208,152,487)
-------------------
Net increase 199,328,865
-------------------
Net assets available for benefits:
Beginning of year 174,117,695
-------------------
End of year $ 373,446,560
===================
See Notes to Financial Statements.
VIVENDI UNIVERSAL 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1. DESCRIPTION OF THE PLAN
The following brief description of the Vivendi Universal 401(k) Plan (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 August 1,
1985 by Joseph E. Seagram, & Sons, Inc. (the "Company") and is subject to the
applicable provisions of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA").
The Plan was administered by Joseph E. Seagram & Sons, Inc. through an
Administrative Committee appointed by the Board of Directors of the Company.
Effective October 15, 2001, the administration of the Plan was assigned to
Vivendi Universal US Holding Co. ("VU"). VU administers the Plan through an
Administrative Committee appointed by the Board of Directors of VU.
Eligibility: The Plan covers employees of the Company and certain of its
United States subsidiaries (collectively, the "Participating Companies") 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 Participating Companies 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 Participating
Companies 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 Participating Companies
payable to the participants' company match accounts. The Participating
Companies 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 Participating Companies 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").
VIVENDI UNIVERSAL 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 1. Description of the Plan (Continued)
The Participating Companies may make discretionary contributions in an amount
to be determined by the Participating Companies. The Participating Companies
have not made discretionary contributions since the inception of the Plan.
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:
Years of service Vested Percentage
------------------------------------------------------------------------------
Less than 1
At least 1, but less than 2 0%
At least 2, but less than 3 20%
At least 3, but less than 4 40%
At least 4, but less than 5 60%
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 participant's company
match account shall be forfeited. Any account forfeited shall be applied to
reduce the Participating Companies' contributions in accordance with the terms
of the Plan. Any amount forfeited shall be restored if the participant is
re-employed by a Participating 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: Then nonvested interest of terminated participants serves to
reduce Participating Company contributions in accordance with the terms of the
plan. The Participating Companies used $51,918 in forfeitures to offset their
contributions during the year ended 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.
VIVENDI UNIVERSAL 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1. DESCRIPTION OF THE PLAN (CONTINUED)
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.
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 primary 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.
VIVENDI UNIVERSAL 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 2. SIGNIFICANT PLAN CHANGES
Effective January 1, 2002, Vivendi Universal US Holding Co. changed the name
and amended the Joseph E. Seagram & Sons, Inc. Master Trust Agreement and
changed the Plan name from The Seagram 401(k) Plan to Vivendi Universal 401(k)
Plan. As a result of the plan name change, any prior reference to "Seagram"
was changed to "Vivendi Universal" effective January 1, 2002.
In December 2002, Seagram's wines and spirits division was acquired by Diageo
S.A. and Pernod Ricard PLC. Hence, most of the participants' net assets from
the acquired division were transferred out from the Plan on February 19, 2002.
Effective March 28, 2002, the Vivendi Universal 401 (k) Plan - Universal
Employees, Vivendi Universal 401 (k) Plan - Uni Employees, and Vivendi
Universal 401 (k) Plan - Deferred Savings and Investment Plan for Employees
(the "Polygram Plan") were merged into the Vivendi Universal 401(k) Plan.
On March 28, 2002, Vivendi Universal 401 (k) Plan changed its Trustee and
recordkeeper from Bank of New York and Hewitt Associates to Vanguard Fiduciary
Trust Company.
Effective May 1, 2002, the Interscope Records 401 (k) Plan was merged into the
Vivendi Universal 401 (k) Plan. On June 1, 2002, the assets of Vivendi
Universal 401 (k) Plan II were added to the Master Trust. Effective December
31, 2002, Vivendi Universal 401 (k) Plan II merged into Vivendi Universal 401
(k) Plan.
Detail of asset transfers in and out of the Plan was as follows:
2002
----------------
Total net assets transfer-in from:
Vivendi Universal 401 (k) - Uni Employees $ 401,325
Vivendi Universal 401 (k) - Universal Employees 346,045,494
Vivendi Universal 401 (k) - Deferred Savings and Investment Plan for Employees 52,658,427
Vivendi Universal 401 (k) Plan II 41,218,331
Interscope 401 (k) Plan 2,543,468
----------------
442,867,045
----------------
Total net assets transfer-out to:
Diageo S.A./Pernod Ricard PLC (100,146,330)
----------------
----------------
Net asset transfers $ 342,720,715
================
VIVENDI UNIVERSAL 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of Vivendi Universal 401(k) Plan (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. Actual results may
differ from those estimates.
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 fordetermining 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
The Internal revenue Service has ruled by a letter dated September 10, 2002
that the Plan is qualified under Section 401(a) of the Internal Revenue
Service Code, as amended. So long as the Plan continues to be so qualified, it
is not subject to Federal income taxes. Although the Plan has been amended
since receiving the determination letter, the plan Administrator and the
Plan's tax counsel believe the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
VIVENDI UNIVERSAL 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
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.
NOTE 6. PLAN TERMINATION
Although it has not expressed an intent to do so, the Board of Directors of VU
has the right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In case of
termination, the rights of participants to their accounts shall be fully
vested as of the date of termination.
VIVENDI UNIVERSAL 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 7. 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 Master Trust for
Vivendi Universal 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
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 7. 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
====================
As of December 31, 2002 and 2001, the Plan's interest in net assets held in
the Master Trust available for benefits in the individual investment funds
were as follows:
2002 2001
--------------------------------------------
Berger SmCap V Fund-Investor $ 24,017,010 $ 18,512,124
Dresdner RCM Global Tech 4,049,714 4,663,533
MSIFT - International Equity Portfolio Class B 14,460,614 7,028,461
PIMCO Total Return 73,231,553 19,239,009
The Coca-Cola Company Stock Fund - 1,688,368
Vanguard 500 Index 81,134,465 50,724,501
Vanguard Growth Index 22,117,502 7,623,267
Vanguard Retirement Savings Trust 106,709,308 35,273,964
Vanguard Value Index 30,681,770 13,280,094
Vivendi Universal Stock Fund 10,064,655 13,519,572
Loan Fund 6,979,969 2,564,802
--------------------------------------------
Total $ 373,446,560 $ 174,117,695
============================================
VIVENDI UNIVERSAL 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 8. Investment Income from Master Trust
Investments held in trust are maintained at fair values determined by quoted
market prices. The Plan's interests in the appreciation (depreciation) in fair
value and other income for the year ended December 31, 2002 was as follows:
2002
------------------
Berger SmCap V Fund-Investor $ (11,989,848)
Dresdner RCM Global Tech (2,696,119)
MSIFT - International Equity Portfolio Class B (1,424,056)
PIMCO Total Return 2,712,972
The Coca-Cola Company Stock Fund (80,470)
Vanguard 500 Index (31,802,843)
Vanguard Growth Index (3,852,496)
Vanguard Retirement Savings Trust 214,148
Vanguard Value Index (9,104,487)
Vivendi Universal Stock Fund (15,602,283)
------------------
Investment losses (net of investment gains) (73,625,482)
Interest and dividends 12,259,573
------------------
Investment income (loss) $ (61,365,909)
==================
VIVENDI UNIVERSAL 401(k) PLAN Schedule I
Schedule of Assets Held for Investment Purposes
As of December 31, 2002
-----------------------------------------------------------------------------------------------------------------------------
Vivendi Universal 401(k) Plan, EIN 95-2011468
Attachment to Form 5500, Schedule H, Line 4(i):
Identity of Issue Investment Type Cost Current Value
-----------------------------------------------------------------------------------------------------------------------------
* Berger SmCap Value Fund - Investor Registered Investment Company $ 30,061,422 $ 24,017,010
* Dresdner RCM Global Tech Registered Investment Company 5,669,229 4,049,714
* Morgan Stanley Instit. Int'l Registered Investment Company 15,662,715 14,460,614
* PIMCO Total Return Registered Investment Company 71,898,926 73,231,553
* Vanguard 500 Index Inv Registered Investment Company 103,044,212 81,134,465
* Vanguard Growth Index Inv Registered Investment Company 25,114,719 22,117,502
* Vanguard Value Index Inv Registered Investment Company 37,976,984 30,681,770
* Vanguard Retire Savings Trust Common/Collective Trust 106,709,308 106,709,308
* VU Stock Fund Company Stock Fund 19,383,262 10,064,655
* Loan Fund 5.25% - 11.50% 6,979,969 6,979,969
----------------------------------------
Total assets held for investment purposes $422,500,746 $373,446,560
========================================
* Party in Interest
VIVENDI UNIVERSAL 401(k) PLAN Schedule II
Schedule of Reportable Transactions *
Year Ended December 31, 2002
------------------------------------------------------------------------------------------------------------------------------------
Vivendi Universal 401(k) Plan, EIN 95-2011468 Attachment to Form 5500, Schedule H, Line 4(j):
Current Value
Identity of Description of Asset (include of Asset on
Party interest reate and maturity Selling Historical Transaction Historical
Involved in the case of a loan) Purchase Price Price Cost of Asset Date Gain (Loss)
------------------------------------------------------------------------------------------------------------------------------------
The Vanguard Group Berger SmCap V Fund-Investor $ 39,080,061 $ 39,080,061
The Vanguard Group Berger SmCap V Fund-Investor $ 7,628,117 $ 9,015,380 7,628,117 $(1,387,263)
The Vanguard Group PIMCO Total Return 119,457,499 119,457,499
The Vanguard Group PIMCO Total Return 48,661,949 48,477,043 48,661,949 184,906
The Vanguard Group Vanguard 500 Index Inv 149,186,944 149,186,944
The Vanguard Group Vanguard 500 Index Inv 37,272,133 40,691,809 37,272,133 (3,419,676)
The Vanguard Group Vanguard Growth Index Inv 29,679,235 29,679,235
The Vanguard Group Vanguard Growth Index Inv 3,857,976 4,554,608 3,857,976 (696,632)
The Vanguard Group Vanguard Value Index Inv 45,918,626 45,918,626
The Vanguard Group Vanguard Value Index Inv 6,560,353 7,935,579 6,560,353 (1,375,226)
The Vanguard Group Vanguard Retire Savings Trust 138,338,730 138,338,730
The Vanguard Group Vanguard Retire Savings Trust 31,629,422 31,629,422 31,629,422 -
The Vanguard Group VU Stock Fund 28,144,700 28,144,700
The Vanguard Group VU Stock Fund 6,012,589 8,761,437 6,012,589 (2,748,848)
* 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
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 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 (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.