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 THREE MONTHS ENDED MARCH 28, 2002
COMMISSION FILE NUMBER
VIVENDI UNIVERSAL 401(k) -
DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
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. Vivendi Universal 401(k) -- Deferred Savings and Investment Plan for
Employees (the "Vivendi Universal 401(k) -- Deferred Savings 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 401(k) -- Deferred Savings Plan for
the period ended March 28, 2002 prepared in accordance with the financial
reporting requirements of ERISA.
EXHIBITS
1. Financial statements of the Vivendi Universal 401(k) -- Deferred Savings
Plan for the period ended March 28, 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 -- DEFERRED
SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
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)
DEFERRED SAVINGS AND INVESTMENT
PLAN FOR EMPLOYEES
FINANCIAL STATEMENTS
MARCH 28, 2002
CONTENTS
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INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENTS 1
-------------------------------------------------------------------------------
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-9
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INDEPENDENT AUDITOR'S REPORT
To the Administrative Committee of
Vivendi Universal 401(k) Plan -
Deferred Savings and Investment Plan for Employees
We have audited the accompanying statements of net assets available for
benefits of Vivendi Universal 401 (k) Plan - Deferred Savings and Investment
Plan for Employees as of March 28, 2002 and December 31, 2001, and the related
statement of changes in net assets available for benefits for the period
January 1, 2002 through March 28, 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 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 - Deferred Savings and Investment Plan for Employees as
of March 28, 2002 and December 31, 2001, and the changes in net assets
available for benefits for the the period January 1, 2002 through March 28,
2002 in conformity with accounting principles generally accepted in the United
States of America.
/s/ McGladrey & Pullen, LLP
New York, New York
June 30, 2003
VIVENDI UNIVERSAL 401(k) PLAN
DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
March 28, 2002 and December 31, 2001
2002 2001
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Net assets held in trust by Vanguard Fiduciary
Trust Company (Note 6) $ - $ 54,628,333
Liabilities - -
------------------------------------
Net Assets Available for Benefits $ - $ 54,628,333
====================================
See Notes to Financial Statements.
VIVENDI UNIVERSAL 401(k) PLAN
DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the period ended January 1, 2002 through March 28, 2002
---------------------------------------------------------------------------
Additions to net assets attributed to:
Investment income (loss):
Net (depreciation) in fair value of investments $(1,492,268)
Dividends and interest 278,121
------------
(1,214,147)
------------
Contributions:
Employee contributions 967,846
Employer contributions 416,111
------------
1,383,957
------------
Total additions 169,810
------------
Deductions to net assets attributed to:
Participant withdrawals (1,864,782)
Transfer of assets to affiliated plan (52,933,361)
------------
Total deductions (54,798,143)
------------
Net decrease (54,628,333)
Net assets available for benefits:
Beginning of period 54,628,333
------------
End of period $ -
============
SEE NOTES TO FINANCIAL STATEMENTS.
VIVENDI UNIVERSAL 401(k) PLAN
DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 1. Description of the Plan
The following brief description of Vivendi Universal 401(k) Plan - Deferred
Savings and Investment Plan for Employees (the "Plan") is provided for general
information purposes only. Participants should refer to the plan document for
more complete information.
General: The Plan became effective January 1, 1987, and the Plan was amended
from time to time including amendments subsequent to December 31, 1998. It is
a profit sharing, thrift-type defined contribution plan with a 401(k)
provision under which certain employees of PolyGram Holding, Inc. (the
"Company") may participate. Leased employees, "freelance" employees or
consultants are not eligible to participate. The plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA").
Eligibility: The Plan is a voluntary defined contribution plan. According to
the Plan document amended and restated as of January 1, 2002. Employees who
are defined as "Polygram Employees" under section 1.52 are eligible to
participate in the plan.
Contribution: Each participant's account is credited with the participant's
contribution and the employer's matching contribution. Plan earnings are
allocated based on participant account balances, as defined. Eligible
employees may make a combination of pre-tax dollars and after-tax dollars
contributions, in whole percentage of annual earnings, through payroll
deductions. In 2001, participants may contribute up to 17% of their annual
earnings, subject to a 12% maximum in pre-tax contributions and 17% maximum in
after-tax contributions. Highly compensated employees, as defined by the Plan,
are allowed to make pre-tax contributions up to 17% with a limit of 12% of
their pre-tax account. Matching contributions were increased to 60% of the
first 6% of participants' pre-tax and after-tax contributions made during each
payroll period.
In 2002, each participant who is an eligible employee and a non-highly
compensated employee may elect to reduce his or her salary by at least 1% and
not more than 17% (in whole percentages) and have that amount contributed to
the Plan by the Company as a pre-tax contribution. Each participant who is
both an eligible employee and a highly compensated employee may elect to
reduce his or her salary by at least 1% and not more than 10% (in whole
percentages) and have that amount contributed to the Plan by the Company as
pre-tax contributions. Each participant, who is an eligible employee, may
elect 1% to 17 % (in whole percentages) of his or her salary; provided,
however, that in no event may the aggregate percentage of salary contributed
when added to the percentage of pre-tax contribution exceed 17% of salary.
For each plan year, the Company may make matching contributions to the
matching contribution accounts of participants equal to 60% of the first 6% of
the participants pre-tax and after tax contributions made during each payroll
period. The Participating Companies matching Contributions are subject to
limitations imposed by federal laws for qualified retirement plan.
Participants may elect to have their contributions and matching contributions
invested in a variety of investment funds. Investment elections or
contribution rate changes can be changed on any business day and must be made
in increments of 1%.
VIVENDI UNIVERSAL 401(k) PLAN
DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
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 account. A participant's
interest in the Company's matching contribution will become vested according
to the following schedule:
Years of service Vested Percentage
-------------------------------------------------------------------------------
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%
In addition, nonvested employer matching contributions become 100% vested upon
disability (as defined by the Plan), retirement or death.
Participants as of December 10, 1998 are fully vested in their benefits accrued
through December 31, 1998. Employer matching contributions related to services
performed by employees from January 1, 1999 forward are subject to the vesting
schedule set forth in the Plan. Effective August 23, 1999, participants who
attain age 60 while in service with the employer shall become 100% vested.
Amounts credited to a participant's accounts under the Polygram Plan shall
continue to vest on and after January 1, 2001 in accordance with the provisions
of the Polygram Plan as in effect on December 31, 2000 to the extent the
application of those provisions provide the employee with a greater vested
percentage.
Forfeitures: The nonvested interest of terminated participants serves to
reduce Participating Company contributions in accordance with the terms of the
Plan. The Participating Companies used $5,239 in forfeitures to offset their
contributions during the period ended March 28, 2002.
Loans to Participants: Participants may borrow from their vested account
balance. The minimum loan amount is $1,000 and the maximum is the lesser of
$50,000 or 50% of the participant's vested amount balance. With respect to
loans granted on and after January 1, 1999, one principal residence loan and
one general loan may be outstanding at any one time. The interest rate charged
shall be set as the prime rate as of the first day of the month in which such
loan was made during the month. Repayments are made through payroll deductions
over a period of not less than twelve months and not more than five years
although the term may be extended to 15 years if the loan is for the purpose
of the participant's primary residence.
If a borrower defaults on a loan, the amount of the loan (plus any accrued
interest) shall be deemed distributed, and the value of borrower's account
reduced accordingly as the date of default.
Participant Distributions: The distribution to which a plan participant is
entitled is provided by the vested contributions and income thereon allocated
to the participant's account. The distribution election may be made upon
retirement, death, disability or termination of employment. Distributions are
in the form of immediate or deferred cash lump sum or immediate or deferred
installments. Installments are available
VIVENDI UNIVERSAL 401(k) PLAN
DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 1. Description of the Plan (continued)
only for participants who retire or who are disabled as defined by the Plan.
Normal retirement age is 65; however, a participant may work past his normal
retirement date and continue to participate in the Plan until termination of
employment. If a former participant is rehired and has not received a
distribution of his account balance, any forfeited amounts will be reinstated.
If the former participant has received a distribution, then the distribution
must be repaid within five years from the participant's rehire date in order
to restore the forfeiture amount. There are also certain inservice withdrawals
from the Plan.
Note 2. Significant Plan Changes
Effective January 1, 2002, Vivendi Universal US Holding Co. amended Joseph E.
Seagram & Sons, Inc. Master Trust agreement and changed the plan name from
Polygram Holding, Inc. Deferred Savings and Investment Plan for Employees to
Vivendi Universal 401(k) Plan - Deferred Savings and Investment Plan for
Employees.
Effective March 28, 2002, all of the Plan's assets were transferred into the
Vivendi Universal 401(k) Plan and its existence as a separate plan has been
discontinued.
Note 3. Summary of Significant Accounting Policies
The accounting policies followed in the preparation of the financial
statements of the Vivendi Universal 401(k) Plan - Deferred Savings and
Investment Plan for Employees ("the Plan") confirm 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, liabilities and disclosures 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 could
differ from those estimates.
Investment Valuation and Income Recognition: The assets were held in trust by
Bank of New York (Trustee) in the Joseph E. Seagram & Sons, Inc. Master Trust
Agreement (Master Trust), which also included assets of the 401(k) plans of
the Company's affiliates, Universal Studios, Inc., UMG Manufacturing and
Logistics, Inc. and Spencer Gifts, Inc. and Joseph E. Seagram & Sons, Inc.
Effective July 1, 1999, the assets of the Polygram Holding, Inc. Deferred
Savings and Investment Plan for Employees were added to the Master Trust. The
related investment income and appreciation in fair value represents
allocations to the Plan based upon the ratio of the Plan's assets to total
Master Trust Assets.
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
Note 3. Summary of Significant Accounting Policies (continued)
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 average cost basis
used for determining the cost of the investments sold. Interest income is
recorded on an accrual basis.
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 Code
("IRC"), 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.
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. 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. Effective March 28, 2002, Vivendi Universal
401(k) Plan - Deferred Savings and Investment Plan for Employees (the "Polygram
Plan"), Vivendi Universal 401(k) Plan - Universal Employees, Vivendi Universal
401(k) Plan - Uni Employees were merged into the Vivendi Universal 401(k) Plan,
and the Master Trust changed its Trustee and recordkeeper from Bank of New York
and Hewitt Associates to Vanguard Fiduciary Trust Company and Vanguard Group,
Inc., respectively. Net Assets held in the Master Trust for Vivendi Universal US
Holding Co. as of March 28, 2002 and December 31, 2001 were as follows:
2002 2001
-----------------------
Assets
Investments held in trust at fair values determined
by quoted market prices:
Stable income fund
Vanguard Retirement Saving Trust $ - $121,870,473
Bond fund
PIMCO total return fund, class A shares - 116,050,435
S&P 500 index fund
Vanguard employee benefit fund - 168,991,669
Managed equity fund
Vanguard value index fund - 45,758,762
Growth equity fund
Vanguard institutional index fund - 20,321,155
Vivendi Universal stock fund
Vivendi Universal ADSs - 34,029,544
Collective short term investment fund - 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 Cap Value Fund - 46,493,358
MSDW international equity fund
MSDW international equity fund - 19,032,529
Dresdner global technology fund
Dresdner RCM global technology fund - 10,590,173
Loans to Participants - 8,457,476
-------------------------
Total Investments $ - $593,818,335
=========================
VIVENDI UNIVERSAL 401(k) PLAN
DEFERRED SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Note 6. Assets Held in Trust (continued)
As of March 28, 2002 and December 31, 2001, the Plan's 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 $ - $ 5,049,363
Dresdner RCM Global Tech - 12,509,732
Loan Fund - 824,338
Morgan Stanley Instit. International - 2,982,784
PIMCO Total Return - 1,102,903
Vanguard 500 Index - 14,566,224
Vanguard Growth Index - 1,968,450
Vanguard Retirement Savings Trust - 8,465,751
Vanguard Value Index - 5,392,653
Vivendi Universal Stock Fund - 1,766,135
-----------------------------------
Total $ - $ 54,628,333
===================================
Note 7. Investment Income from Master Trust
Investments held in trust are maintained at fair values determined by quoted
market prices. For the period ended March 28, 2002, the Plan's interest in the
appreciation (depreciation) in fair value and other income was as follows:
2002
---------------
Berger SmCap V Fund-Investor $ (1,031,279)
Dresdner RCM Global Tech (88,828)
Morgan Stanley Instit. International 69,178
PIMCO Total Return (33,064)
Vanguard 500 Index 12,107
Vanguard Growth Index (40,662)
Vanguard Retirement Savings Trust 4,235
Vanguard Value Index 118,477
Vivendi Universal Stock Fund (502,432)
--------------
Investment losses (net of investment gains) (1,492,268)
Interest and dividends 278,121
--------------
Investment (loss) $ (1,214,147)
==============
Exhibit 2
CONSENT OF INDEPENDENT ACCOUNTANTS
Vivendi Universal, S.A.
Vivendi Universal 401(k) Plan -
Deferred Savings and Investment Plan for Employees
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 - Deferred Savings and Investment Plan for Employees for
the period ended March 28, 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) -- Deferred Savings and Investment Plan for Employees (the "Plan") for
the three months ended March 28, 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.