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 - SPENCER 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) Plan - Spencer Employees (the "Spencer Employees
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 Spencer Employees 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 Spencer Employees 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 Acto 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 - SPENCER 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) PLAN -
SPENCER EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 31, 2002
CONTENTS
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INDEPENDENT AUDITOR'S REPORT 1
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FINANCIAL STATEMENTS
Statements 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 4(i) - Schedule of assets held for
investment purposes 11
Form 5500, Schedule H, Line 4(j) - Schedule of reportable transactions 12
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of
Vivendi Universal 401(k) Plan - Spencer Employees
We have audited the accompanying statements of net assets available for
benefits of Vivendi Universal 401(k) Plan - Spencer Employees 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 The Vivendi
Universal 401(k) Plan - Spencer Employees 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 - SPENCER EMPLOYEES
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) $ 12,287,976 $13,498,510
Liabilities - -
--------------- ------------
Net assets available for benefits $ 12,287,976 $13,498,510
================ ============
See Notes to Financial Statements
VIVENDI UNIVERSAL 401(k) PLAN - SPENCER EMPLOYEES
STATEMENT OF CHANGES NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2002
-----------------------------------------------------------------------------
Additions to net assets attributed to:
Investment income (loss):
Net (depreciation) in fair value of investments $ (2,276,112)
Dividends and interest 484,117
--------------
(1,791,995)
--------------
Contributions:
Employees 1,024,326
Employer 451,112
--------------
1,475,438
--------------
Transfer of assets from affiliated plans 808
--------------
Total additions (315,749)
--------------
Deductions from net assets attributed to:
Benefits paid to participants (894,754)
Other deductions (31)
--------------
Total deductions (894,785)
--------------
Net decrease (1,210,534)
Net assets available for benefits:
Beginning of year 13,498,510
--------------
End of year $ 12,287,976
==============
See Notes to Financial Statements.
VIVENDI UNIVERSAL 401(K) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1. DESCRIPTION OF THE PLAN
The following brief description of Vivendi Universal 401 (k) Plan - Spencer
Employees (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 originally established as the
Spencer Gifts, Inc. Employee Savings Plan ("Spencer Plan") 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. (the "Company")
through an Administrative Committee appointed by the Board of Directors of the
Company. Effective October 15, 2001, 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.
Effective January 1, 1997, the Plan was amended and continued in the form of
the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram
& Sons, Inc. and Affiliates (the "Seagram Plan"). The name of the Plan was
changed to the Retirement Savings and Investment Plan for Employees of Joseph
E. Seagram & Sons, Inc. and Affiliates - Spencer Employees. Effective January
1, 1999, the name was changed to The Seagram 401(k) Plan - Spencer Employees.
Effective January 1, 2002, the name of the Plan was changed to its current
name. To simplify plan administration, the Plan was amended in the form of the
Seagram Plan, including certain modifications to the terms, to accommodate the
benefits provisions solely applicable to eligible employees of Spencer Gifts,
Inc. ("Spencer"). Notwithstanding the adoption of the form of the Seagram
plan, the Plan has continued its existence as a separate plan. Plan assets are
solely available for the benefit and used to satisfy the liabilities incurred
on behalf of employees of the Plan.
Eligibility: The Plan covers certain employees of Spencer who have completed
one year of service and who are either (i) salaried employees or (ii) hourly
employed in a classification designated by Spencer, excluding employees
classified as Highly Compensated employees, as defined by the Plan.
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.
Pre-tax contributions and after-tax contributions are subject to limitations
imposed by federal laws for qualified retirement plans. Highly compensated
employees as defined by the Internal Revenue Code Section 414 (g) are not
eligible to participate in the Plan.
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.
VIVENDI UNIVERSAL 401(K) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1. DESCRIPTION OF THE PLAN (CONTINUED)
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%.
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 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 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 participant's company
match account shall be forfeited. Any account forfeited shall be applied to
reduce the Participating Companies' contributions. 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.
Forfeiture: The nonvested interest of terminated participants serves to reduce
Participating Company contributions in the accordance with the terms of the
Plan. The Participating Companies used $6,847 in forfeitures to offset their
contributions during the year ended December 31, 2002.
VIVENDI UNIVERSAL 401(K) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1. DESCRIPTION OF THE PLAN (CONTINUED)
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.
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.
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 - Spencer Employees to The
Vivendi Universal 401(k) Plan - Spencer Employees. As a result of the plan
name change, any prior reference to "Seagram" was changed to "Vivendi
Universal" effective January 1, 2002.
On March 28, 2002, the Plan changed its Trustee and recordkeeper from The Bank
of New York and Hewitt Associates to Vanguard Fiduciary Trust Company.
NOTE 3. SUMMARY OF SIGNIFICANT POLICIES
The accounting policies followed in the preparation of the financial
statements of Vivendi Universal 401(k) Plan - Spencer Employees (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.
VIVENDI UNIVERSAL 401(K) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 3. SUMMARY OF SIGNIFICANT POLICIES (CONTINUED)
Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the plan administrator 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
repeated amounts of additions 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 assets 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.
Purchase and sales of securities are accounted for on a trade 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
The Internal revenue Service has ruled by a letter dated April 20, 2000
that the Plan is qualified under Section 401(a) of the Internal Revenue
Service 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. 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 the case of
termination, the rights of participants to their accounts shall be vested as of
the date of termination.
VIVENDI UNIVERSAL 401(K) PLAN - SPENCER EMPLOYEES
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 - SPENCER EMPLOYEES
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 the net assets
of the Master Trust available to the Plan for benefits in the individual
investment funds were as follows:
2002 2001
-----------------------------------
Berger SmCap V Fund-Investor $ 702,508 $ 752,073
Dresdner RCM Global Tech 154,820 211,987
MSIFT - International Equity Portfolio Class B 232,320 207,537
PIMCO Total Return 2,235,899 1,826,117
Vanguard 500 Index 3,302,063 4,731,687
Vanguard Growth Index 179,805 214,550
Vanguard Retirement Savings Trust 4,460,176 3,873,657
Vanguard Value Index 438,384 560,812
Vivendi Universal Stock Fund 193,783 724,622
Loan Fund 388,218 395,470
-----------------------------------
Total $ 12,287,976 $ 13,498,510
===================================
NOTE 8. INVESTMENT INCOME FROM MASTER TRUST
Investments held in trust are maintained at fair values determined by quoted
market prices. The Plan's interest in the appreciation (depreciation) in fair
value and other income is as follows:
2002
------------------
Berger SmCap V Fund-Investor $ (380,632)
Dresdner RCM Global Tech (113,863)
MSIFT - International Equity Portfolio Class B (14,406)
PIMCO Total Return 35,449
Vanguard 500 Index (1,077,263)
Vanguard Growth Index (55,277)
Vanguard Retirement Savings Trust 6,072
Vanguard Value Index (138,288)
Vivendi Universal Stock Fund (537,904)
-----------------
Investment losses (net of investment gains) (2,276,112)
Interest and dividends 484,117
-----------------
Investment (loss) $ (1,791,995)
=================
VIVENDI UNIVERSAL 401(k) PLAN - SPENCER EMPLOYEES Schedule I
Schedule of Assets Held for Investment Purposes
As of December 31, 2002
-----------------------------------------------------------------------------------------------------------------------------
Vivendi Universal 401(k) Plan - Spencer Employees, EIN 95-2011468
Attachment to Form 5500, Schedule H, Line 4(i):
Identity of Issue Investment Type Cost Current Value
------------------------------------------------------------------------------------------------------------------------
* Berger SmCap V Fund-Investor Registered Investment Company $ 895,614 $ 702,508
* Dresdner RCM Global Tech Registered Investment Company 222,482 154,820
* Morgan Stanley Instit. Int'l Registered Investment Company 253,994 232,320
* PIMCO Total Return Registered Investment Company 2,202,642 2,235,899
* Vanguard 500 Index Inv Registered Investment Company 4,190,978 3,302,063
* Vanguard Growth Index Inv Registered Investment Company 225,402 179,805
* Vanguard Value Index Inv Registered Investment Company 550,639 438,384
* Vanguard Retire Savings Trust Common/Collective Trust 4,460,176 4,460,176
* VU Stock Fund Company Stock Fund 378,825 193,783
* Loan Fund 5.25% - 10.57% 388,219 388,218
---------------------------------------------
Total assets held for investment purposes $ 13,768,971 $ 12,287,976
=============================================
* Party in Interest
VIVENDI UNIVERSAL 401(k) PLAN - SPENCER EMPLOYEES Schedule II
Schedule of Reportable Transactions *
Year Ended December 31, 2002
----------------------------------------------------------------------------------------------------------------------------------
Vivendi Universal 401(k) Plan - Spencer Employees, EIN 95-2011468
Attachment to Form 5500, Schedule H, Line 4(j):
Current Value
Description of Asset (include of Asset on
Identity of Party interest rate and maturity in Purchase Selling Historical Transaction Historical
Involved the case of a loan) Price Price Cost of Asset Date Gain (Loss)
-----------------------------------------------------------------------------------------------------------------------------------
The Vanguard Group Berger SmCap V Fund-Investor $1,118,450 $1,118,450
The Vanguard Group Berger SmCap V Fund-Investor $ 187,341 $ 222,836 187,341 $ (35,495)
The Vanguard Group PIMCO Total Return 2,441,988 2,441,988
The Vanguard Group PIMCO Total Return 245,637 239,537 245,637 6,100
The Vanguard Group Vanguard 500 Index Inv 5,412,421 5,412,421
The Vanguard Group Vanguard 500 Index Inv 1,020,578 1,217,479 1,020,578 (196,901)
The Vanguard Group Vanguard Value Index Inv 699,705 699,705
The Vanguard Group Vanguard Value Index Inv 117,041 144,941 117,041 (27,900)
The Vanguard Group Vanguard Retire Savings Trust 4,879,829 4,879,829
The Vanguard Group Vanguard Retire Savings Trust 419,654 419,654 419,654 -
The Vanguard Group VU Stock Fund 731,037 731,037
The Vanguard Group VU Stock Fund 192,346 352,212 192,346 (159,866)
* 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 - Spencer Employees (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