##### 



As filed with the Securities and Exchange
Commission on May 28, 2002








SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




---

FORM 20-F



|  |                                                                     
|- | --------------------------------------------------------------------
|o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF
    THE

SECURITIES EXCHANGE ACT OF 1934


OR



|  |                                                                    
|- | -------------------------------------------------------------------
|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES

EXCHANGE ACT OF 1934


for the fiscal year ended December 31,
2001

OR



|  |                                                                        
|- | -----------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES

EXCHANGE ACT OF 1934


for the transition period
from             to

Commission File
Number:

VIVENDI UNIVERSAL

(Exact name of Registrant as specified in its
charter)


|                                                            |  |                                                                                                          |  |                                                                           
|----------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------
|N/A
    (Translation of Registrants
    name into English) |  | 42, avenue de Friedland
    75380 Paris Cedex 08
    France
    (Address of principal executive offices) |  | Republic of France
    (Jurisdiction of incorporation
    or organization)

Securities registered or to be registered
pursuant to Section 12(b) of the Act:

|                                                                                                                                                               |  |                                           
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------
|Title of Each Class:                                                                                                                                           |  | Name of Each Exchange on Which Registered:
|                                                                                                                                                               |  |                                           
|American Depositary Shares (as evidenced by
    American Depositary Receipts), each representing one ordinary
    share, nominal value
    5.50 per
    share |  | The New York Stock Exchange               

Ordinary shares, par value
5.50 per
share*

Securities registered or to be registered
pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting
obligation pursuant to Section 15(d) of the
Act: None

Indicate the number
of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by
the annual report:

|                                                   |  |  |               | 
|-------------------------------------------------- |  |  | ------------- | 
|American Depositary Shares                         |  |  | 107,854,197   | 
|Ordinary Shares, nominal value
    5.50 per share |  |  | 1,085,827,519 | 

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days:

Yes x     No o

Indicate by check mark which financial statement
item the registrant has elected to follow:

Item 17 o     Item 18 x




|  |                                                                                                                                                                                                                  
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Listed, not for trading or quotation purposes,
    but only in connection with the registration of the American
    Depositary Shares pursuant to the requirements of the Securities
    and Exchange Commission.



---






---



##### 



PRESENTATION OF INFORMATION

This Annual Report on Form 20-F (referred to
herein as this annual report or this
document) has been filed with the United States
Securities and Exchange Commission (SEC).

Vivendi Universal refers to Vivendi
Universal, S.A. (the Company), a company organized under the
laws of France, and its direct and indirect subsidiaries.
Vivendi refers to Vivendi, S.A., the predecessor
company to Vivendi Universal. Shares refer to the
Companys ordinary shares. The principal trading market for
the ordinary shares of Vivendi Universal is EuroNext Paris S.A.
(the Paris Bourse). ADS or ADR refers to
the Companys American Depositary Shares or Receipts,
respectively, which are listed on the New York Stock Exchange
(NYSE), each of which represents the right to receive one
Vivendi Universal ordinary share.

This annual report includes Vivendi
Universals consolidated financial statements for the years
ended December 31, 2001, 2000 and 1999 and as at
December 31, 2001 and 2000. Vivendi Universals
consolidated financial statements, including the notes thereto,
are included in Item 18  Financial
Statements and have been prepared in accordance with
generally accepted accounting principles in France, which we
refer to in this annual report as French GAAP.
Unless otherwise noted, the financial information contained in
this annual report is presented in accordance with French GAAP.
French GAAP is based on requirements set forth in French Law and
in European regulations, and differs significantly from
generally accepted accounting principles in the United States,
which we refer to in this annual report as US GAAP.
See Note 14 to our consolidated financial statements for a
description of the significant differences between French GAAP
and US GAAP, a reconciliation of net income and
shareholders equity from French GAAP to US GAAP and
condensed consolidated US GAAP balance sheets and statements of
income.

Various amounts in this document are shown in
millions for presentation purposes. Such amounts have been
rounded and, accordingly, may not total. Rounding differences
may also exist for percentages.

CURRENCY TRANSLATION

Under the provisions of the Treaty on European
Union negotiated at Maastricht in 1991 and signed by the then 12
member states of the European Union in early 1992, a European
Monetary Union, known as EMU, was implemented on January 1,
1999 and a single European currency, known as the euro, was
introduced. The following 12 member states participate in the
EMU and have adopted the euro as their national currency:
Austria, Belgium, Finland, France, Germany, Greece, Ireland,
Italy, Luxembourg, The Netherlands, Portugal and Spain. The
legal rate of conversion between the French franc and the euro
(Euro, euro or )
was fixed on December 31, 1998 at
1.00 =
FF6.55957, and we have translated French francs into euros at
that rate.

Share capital in the Company is represented by
ordinary shares with a nominal value of
5.50 per share.
Our shares are denominated in euros. Because we intend to pay
cash dividends denominated in euros, exchange rate fluctuations
will affect the US dollar amounts that shareholders will receive
on conversion of dividends from euros to dollars.

We publish our consolidated financial statements
in euros. Unless noted otherwise, all amounts in this annual
report are expressed in euros. The currency of the United States
will be referred to as US dollars or US$
or $ or dollars. For historical exchange
rate information, refer to Item 3  Key
Information  Exchange Rate Information. For a
discussion of the impact of foreign currency fluctuations on
Vivendi Universals financial condition and results of
operations, see Item 5  Operating and
Financial Review and Prospects.

FORWARD-LOOKING STATEMENTS

We make some forward-looking statements in this
document. When we use the words aim(s),
expect(s), feel(s), will,
may, believe(s),
anticipate(s) and similar expressions in this
document, we are intending to identify those statements as
forward-looking. Forward-looking statements are

i



---



##### 



subject to risks and uncertainties that could
cause actual results to differ materially from those projected.
You should not place undue reliance on these forward-looking
statements, which speak only as of the date of this document.
Other than in connection with applicable securities laws, we
undertake no obligation to publish revised forward-looking
statements to reflect events or circumstances after the date of
this document or to reflect the occurrence of unanticipated
events. All statements that express forecasts, expectations and
projections with respect to future matters, including the
launching or prospective development of new business initiatives
and products, anticipated music or motion picture releases,
Internet or theme park projects and anticipated cost savings or
synergies are forward-looking statements within the meaning of
the Securities Exchange Act of 1934, as amended (the Exchange
Act). Such forward-looking statements are not guarantees of
future performance. Actual results may differ materially from
our forward-looking statements as a result of certain risks and
uncertainties, many of which are outside of our control,
including but not limited to:




| |   |                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Changes in global and localized economic and
    political conditions, which may affect purchases of our consumer
    products, the performance of our filmed entertainment operations
    and attendance and spending at our theme parks;
|
| |  | Changes in financial and equity markets,
    including significant interest rate and foreign currency rate
    fluctuations, which may affect our access to, or increase the
    cost of financing for, our operations and investments;   
|
| |  | Increased competitive product and pricing
    pressures and unanticipated actions by competitors that could
    impact our market share, increase expenses and hinder our growth
    potential;                                           
|
| |  | Changes in consumer preferences and tastes, which
    may affect all our business segments;                                                                                                                                               
|
| |  | Adverse weather conditions or natural disasters,
    such as hurricanes and earthquakes, which may, among other
    things, impair performance at our theme parks in California,
    Florida, Japan and Spain;                            
|
| |  | Legal and regulatory developments, including
    changes in accounting standards, taxation requirements and
    environmental laws;                                                                                                       
|
| |  | Technological developments that may affect the
    distribution of our products or create new risks to our ability
    to protect our intellectual property rights; and                                                                   
|
| |  | The uncertainties of litigation and other risks
    and uncertainties detailed from time to time in our regulatory
    filings.                                                                                                           

We urge you to review and consider carefully the
various disclosures we make concerning the factors that may
affect our business, including the disclosures made in
Item 3  Key Information  Risk
Factors, page 5, Item 5 
Operating and Financial Review and Prospects,
page 39, and Item 11  Quantitative
and Qualitative Disclosures About Market Risk,
page 111. Unless otherwise indicated, information and
statistics presented herein regarding market trends and our
market share relative to our competitors are based on our own
research and various publicly available sources.

EXPLANATORY NOTE

Unless otherwise indicated, all references to our
competitive positions made in this document are in terms of
revenue generated.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST
FOREIGN PERSONS

Vivendi Universal is a corporation organized
under the laws of France. Many of Vivendi Universals
directors and officers are citizens or residents of countries
other than the United States. Substantial portions of Vivendi
Universals assets are located outside the United States.
Accordingly, it may be difficult for investors:



| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to obtain jurisdiction over Vivendi Universal or
    its directors or officers in courts in the United States in
    actions predicated on the civil liability provisions of the US
    federal securities laws;

ii



---



##### 





| |   |                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to enforce against Vivendi Universal or its
    directors or officers judgments obtained in such actions;                                                                                                                
|
| |  | to obtain judgments against Vivendi Universal or
    its directors or officers in original actions in non-US courts
    predicated solely upon the US federal securities laws; or                                        
|
| |  | to enforce against Vivendi Universal or its
    directors or officers in non-US courts judgments of courts in
    the United States predicated upon the civil liability provisions
    of the US federal securities laws.

Actions brought in France for enforcement of
judgments of US courts rendered against French persons,
including directors and officers of Vivendi Universal, would
require those persons to waive their right to be sued in France
under Article 15 of the French Civil Code. In addition,
actions in the United States under the US federal securities
laws could be affected under certain circumstances by the French
law of July 16, 1980, which may preclude or restrict the
obtaining of evidence in France or from French persons in
connection with those actions.

iii



---



##### 



TABLE OF CONTENTS

|         |  |                                                                |  |      |     | 
|-------- |  | -------------------------------------------------------------- |  | ---- | --- | 
|         |  |                                                                |  | Page
|         |  |                                                                |  |     
|PART I  
|        
|Item 1.  |  | Identity of Directors, Senior Management and
    Advisers      |  |      | 1   | 
|Item 2.  |  | Offer Statistics and Expected Timetable                        |  |      | 1   | 
|Item 3.  |  | Key Information                                                |  |      | 1   | 
|Item 4.  |  | Information on the Company                                     |  |      | 9   | 
|Item 5.  |  | Operating and Financial Review and Prospects                   |  |      | 39  | 
|Item 6.  |  | Directors, Senior Management and Employees                     |  |      | 79  | 
|Item 7.  |  | Major Shareholders and Related Party Transactions              |  |      | 90  | 
|Item 8.  |  | Financial Information                                          |  |      | 91  | 
|Item 9.  |  | The Offer and Listing                                          |  |      | 95  | 
|Item 10. |  | Additional Information                                         |  |      | 97  | 
|Item 11. |  | Quantitative and Qualitative Disclosures About
    Market Risk |  |      | 111 | 
|Item 12. |  | Description of Securities Other Than Equity
    Securities     |  |      | 112 | 
|PART II 
|        
|Item 13. |  | Defaults, Dividend Arrearages and Delinquencies                |  |      | 113 | 
|Item 14. |  | Material Modifications to the Rights of Security
    Holders   |  |      | 113 | 
|Item 15. |  | [Reserved]                                                     |  |      | 113 | 
|Item 16. |  | [Reserved]                                                     |  |      | 113 | 
|PART III
|        
|Item 17. |  | Financial Statements                                           |  |      | 113 | 
|Item 18. |  | Financial Statements                                           |  |      | 113 | 
|Item 19. |  | Exhibits                                                       |  |      | 113 | 



---



##### 



Item 1:     Identity
of Directors, Senior Management and Advisers

Not applicable

Item 2:  Offer Statistics and
Expected Timetable

Not applicable

Item 3:     Key
Information

Selected Financial Data

The selected consolidated financial data at year
end and for each of the years in the three-year period ended
December 31, 2001 has been derived from our consolidated
financial statements and the related notes appearing elsewhere
in this annual report. The selected consolidated financial data
at year end and for each of the years in the two-year period
ended December 31, 1998 has been derived from our
consolidated financial statements not included in this annual
report. You should read this section together with the section
entitled Operating and Financial Review and Prospects and our
consolidated financial statements included in this annual report.

Our consolidated financial statements have been
prepared in accordance with French GAAP, which differs in
certain significant respects from US GAAP. The principal
differences between French GAAP and US GAAP, as they relate to
us, are described in Note 14 to our consolidated financial
statements. For a discussion of significant transactions and
accounting changes that affect the comparability of our
consolidated financial statements and the financial data
presented below, refer to Operating and Financial Review and
Prospects and the notes to our consolidated financial statements.

Our consolidated financial statements and the
selected financial data presented below are reported in euros.
For periods presented prior to January 1, 1999, our
financial statements are reported in French francs and
translated into euros using the official fixed exchange rate of
1.00 =
FF6.55957, applicable since December 31, 1998.

|                                           |                                           |                                             |  |         |   |      |  |         |  |      |  |         |  |      |  |        |   |  |  |        |   |  |  |        |  |  |  |        |  
|------------------------------------------ | ----------------------------------------- | ------------------------------------------- |  | ------- | - | ---- |  | ------- |  | ---- |  | ------- |  | ---- |  | ------ | - |  |  | ------ | - |  |  | ------ |  |  |  | ------ | -
|                                           |                                           |                                            
|                                           |                                           | Years Ended December 31,                   
|                                           |                                           |                                            
|                                           |                                           | 2001                                        |  | 2000(1) |   | 2000 |  | 1999(2) |  | 1999 |  | 1998    |  | 1997
|                                           |                                           |                                             |  |         |   |      |  |         |  |      |  |         |  |     
|                                           |                                           |                                            
|                                           |                                           | Millions of euros, except per share amounts
|Income Statement                           |                                           |                                             |  |         |   |      |  |         |  |      |  |         |  |      |  |        |   |  |  |        |   |  |  |        |  |  |  |       
|Amounts in accordance with French
    GAAP |                                           |                                             |  |         |   |      |  |         |  |      |  |         |  |      |  |        |   |  |  |        |   |  |  |        |  |  |  |       
|                                           | Revenue                                   |                                             |  | 57,360  |   |      |  | 41,580  |  |      |  | 41,798  |  |      |  | 40,855 |   |  |  | 41,623 |   |  |  | 31,737 |  |  |  | 25,477 |  
|                                           | Revenue outside France                    |                                             |  | 33,075  |   |      |  | 20,647  |  |      |  | 20,624  |  |      |  | 17,244 |   |  |  | 17,829 |   |  |  | 10,313 |  |  |  | 8,205  |  
|                                           | Operating income                          |                                             |  | 3,795   |   |      |  | 1,823   |  |      |  | 2,571   |  |      |  | 1,836  |   |  |  | 2,281  |   |  |  | 1,331  |  |  |  | 596    |  
|                                           | Exceptional items, net                    |                                             |  | 2,365   |   |      |  | 3,812   |  |      |  | 2,947   |  |      |  | (846   | ) |  |  | (838   | ) |  |  | 249    |  |  |  | 879    |  
|                                           | Goodwill amortization                     |                                             |  | 15,203  |   |      |  | 634     |  |      |  | 634     |  |      |  | 606    |   |  |  | 612    |   |  |  | 210    |  |  |  | 375    |  
|                                           | Minority interest                         |                                             |  | 594     |   |      |  | 625     |  |      |  | 625     |  |      |  | (159   | ) |  |  | 5      |   |  |  | 212    |  |  |  | (115   | )
|                                           | Net income (loss)                         |                                             |  | (13,597 | ) |      |  | 2,299   |  |      |  | 2,299   |  |      |  | 1,435  |   |  |  | 1,431  |   |  |  | 1,121  |  |  |  | 822    |  
|                                           | Basic earnings (loss) per share           |                                             |  | (13.53  | ) |      |  | 3.63    |  |      |  | 3.63    |  |      |  | 2.70   |   |  |  | 2.70   |   |  |  | 2.46   |  |  |  | 2.09   |  
|                                           | Diluted earnings (loss) per share         |                                             |  | (13.53  | ) |      |  | 3.41    |  |      |  | 3.41    |  |      |  | 2.49   |   |  |  | 2.49   |   |  |  | 2.40   |  |  |  | 2.00   |  
|                                           | Dividends per share                       |                                             |  | 1.0     |   |      |  | 1.0     |  |      |  | 1.0     |  |      |  | 1.0    |   |  |  | 1.0    |   |  |  | 0.9    |  |  |  | 0.8    |  
|                                           | Average shares outstanding (millions)     |                                             |  | 1,004.8 |   |      |  | 633.8   |  |      |  | 633.8   |  |      |  | 530.5  |   |  |  | 530.5  |   |  |  | 456.6  |  |  |  | 393.6  |  
|                                           | Shares outstanding at year-end (millions) |                                             |  | 1,085.8 |   |      |  | 1,080.8 |  |      |  | 1,080.8 |  |      |  | 595.6  |   |  |  | 595.6  |   |  |  | 478.4  |  |  |  | 402.1  |  

1



---



##### 



|                                           |                                                          |                                             |  |         |   |      |  |         |   |      |  |         |   |      |  |         |   |  |  |         |   |  |  |        |   |  |  |        |  
|------------------------------------------ | -------------------------------------------------------- | ------------------------------------------- |  | ------- | - | ---- |  | ------- | - | ---- |  | ------- | - | ---- |  | ------- | - |  |  | ------- | - |  |  | ------ | - |  |  | ------ | -
|                                           |                                                          |                                            
|                                           |                                                          | Years Ended December 31,                   
|                                           |                                                          |                                            
|                                           |                                                          | 2001                                        |  | 2000(1) |   | 2000 |  | 1999(2) |   | 1999 |  | 1998    |   | 1997
|                                           |                                                          |                                             |  |         |   |      |  |         |   |      |  |         |   |     
|                                           |                                                          |                                            
|                                           |                                                          | Millions of euros, except per share amounts
|Financial Position                         |                                                          |                                             |  |         |   |      |  |         |   |      |  |         |   |      |  |         |   |  |  |         |   |  |  |        |   |  |  |       
|Amounts in accordance with French
    GAAP |                                                          |                                             |  |         |   |      |  |         |   |      |  |         |   |      |  |         |   |  |  |         |   |  |  |        |   |  |  |       
|                                           | Shareholders equity                                     |                                             |  | 36,748  |   |      |  | 56,675  |   |      |  | 56,675  |   |      |  | 10,777  |   |  |  | 10,892  |   |  |  | 7,840  |   |  |  | 6,847  |  
|                                           | Minority interest                                        |                                             |  | 10,208  |   |      |  | 9,787   |   |      |  | 9,787   |   |      |  | 3,755   |   |  |  | 4,052   |   |  |  | 2,423  |   |  |  | 1,742  |  
|                                           | Net financial debt(3)                                    |                                             |  | 28,879  |   |      |  | 25,514  |   |      |  | 25,514  |   |      |  | 22,833  |   |  |  | 22,833  |   |  |  | 6,502  |   |  |  | 4,177  |  
|                                           | Total assets                                             |                                             |  | 139,002 |   |      |  | 150,738 |   |      |  | 150,738 |   |      |  | 84,614  |   |  |  | 82,777  |   |  |  | 48,982 |   |  |  | 39,365 |  
|                                           | Total long-term assets                                   |                                             |  | 99,074  |   |      |  | 112,580 |   |      |  | 112,580 |   |      |  | 47,916  |   |  |  | 45,341  |   |  |  | 26,073 |   |  |  | 20,810 |  
|Cash Flow Data                             |                                                          |                                             |  |         |   |      |  |         |   |      |  |         |   |      |  |         |   |  |  |         |   |  |  |        |   |  |  |       
|                                           | Net cash provided by operating activities                |                                             |  | 4,500   |   |      |  | 2,514   |   |      |  | 2,514   |   |      |  | 772     |   |  |  | 1,409   |   |  |  | 2,898  |   |  |  | 1,601  |  
|                                           | Net cash provided by (used for) investing
    activities |                                             |  | 4,340   |   |      |  | (1,481  | ) |      |  | (1,481  | ) |      |  | (12,918 | ) |  |  | (13,556 | ) |  |  | (2,926 | ) |  |  | (3,106 | )
|                                           | Net cash provided by (used for) financing
    activities |                                             |  | (7,469  | ) |      |  | (631    | ) |      |  | (631    | ) |      |  | 13,746  |   |  |  | 13,746  |   |  |  | 223    |   |  |  | 1,664  |  
|                                           | Capital expenditures                                     |                                             |  | 5,338   |   |      |  | 5,800   |   |      |  | 5,800   |   |      |  | 6,154   |   |  |  | 6,792   |   |  |  | 4,478  |   |  |  | 2,713  |  




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2001 (see Note 1 to our consolidated
    financial statements).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(2) | In order to facilitate the comparability of 2000
    and 1999 consolidated financial results, the 1999 consolidated
    results are presented in accordance with accounting policies in
    effect in 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(3) | Net financial debt is defined as the sum of
    long-term debt, bank overdrafts and other short-term borrowings,
    cash and cash equivalents, other marketable securities and
    financial receivables. The first four components are separate
    line items in the Consolidated Balance Sheet. Financial
    receivables are comprised of short-term loans receivable (also a
    separate line item in the Consolidated Balance Sheet) and net
    interest bearing long-term loans receivable (included in other
    investments in the Consolidated Balance Sheet). Net interest
    bearing long-term loans receivable were
    1,455 million
    and
    1,503 million,
    respectively, at December 31, 2001 and December 31,
    2000.

2



---



##### 



Supplemental Data (French GAAP
Basis)

Media & Communications EBITDA Reconciled
to Operating Income


|                                                   |                                                             |                          |       |         |   |      |       |         |   |  |       |        |   |  |       |      |  
|-------------------------------------------------- | ----------------------------------------------------------- | ------------------------ | ----- | ------- | - | ---- | ----- | ------- | - |  | ----- | ------ | - |  | ----- | ---- | -
|                                                   |                                                             |                         
|                                                   |                                                             | Years Ended December 31,
|                                                   |                                                             |                         
|                                                   |                                                             | 2001                     |       | 2000(1) |   | 2000 |       | 1999(2)
|                                                   |                                                             |                          |       |         |   |      |       |        
|                                                   |                                                             |                         
|                                                   |                                                             | Millions of euros       
|EBITDA(3)                                          |                                                             |                          |       |         |   |      |       |         |   |  |       |        |   |  |       |     
|                                                   | Music                                                       |                          |       | 1,158   |   |      |       | 94      |   |  |       | 94     |   |  |       |     |  
|                                                   | Publishing                                                  |                          |       | 817     |   |      |       | 493     |   |  |       | 493    |   |  |       | 410  |  
|                                                   | TV & Film                                                   |                          |       | 1,224   |   |      |       | 526     |   |  |       | 526    |   |  |       | 85   |  
|                                                   | Telecoms                                                    |                          |       | 2,307   |   |      |       | 1,131   |   |  |       | 1,303  |   |  |       | 494  |  
|                                                   | Internet                                                    |                          |       | (209    | ) |      |       | (183    | ) |  |       | (183   | ) |  |       | (34  | )
|                                                   |                                                             |                          |       |         |   |      |       |         |   |  |       |        |   |  |       |     
|                                                   |                                                             |                          | 5,297 |         |   |      | 2,061 |         |   |  | 2,233 |        |   |  | 955   |     
|                                                   | Holding and Corporate                                       |                          |       | (261    | ) |      |       | (137    | ) |  |       | (137   | ) |  |       | (76  | )
|                                                   |                                                             |                          |       |         |   |      |       |         |   |  |       |        |   |  |       |     
|Media & Communications EBITDA                      |                                                             |                          | 5,036 |         |   |      | 1,924 |         |   |  | 2,096 |        |   |  | 879   |     
|                                                   | Depreciation and amortization                               |                          |       | (2,605  | ) |      |       | (1,329  | ) |  |       | (1,501 | ) |  |       | (729 | )
|                                                   | Film amortization at CANAL+ Group                           |                          |       | (223    | ) |      |       | (142    | ) |  |       | (142   | ) |  |       | (122 | )
|                                                   | Book plate amortization at Vivendi Universal
    Publishing |                          |       | (49     | ) |      |       | (36     | ) |  |       | (36    | ) |  |       | (26  | )
|                                                   | Other one-time items(4)                                     |                          |       | (192    | ) |      |       | (456    | ) |  |       |       |   |  |       |     |  
|                                                   | Restructuring charges                                       |                          |       | (129    | ) |      |       |        |   |  |       |       |   |  |       |     |  
|                                                   |                                                             |                          |       |         |   |      |       |         |   |  |       |        |   |  |       |     
|Media & Communications operating income
    (loss) |                                                             |                          | 1,838 |         |   |      | (39   | )       |   |  | 417   |        |   |  | 2     |     
|Environmental Services operating income            |                                                             |                          | 1,964 |         |   |      | 1,589 |         |   |  | 1,897 |        |   |  | 1,483 |     
|Non-Core businesses operating income (loss)        |                                                             |                          | (7    | )       |   |      | 273   |         |   |  | 257   |        |   |  | 351   |     
|                                                   |                                                             |                          |       |         |   |      |       |         |   |  |       |        |   |  |       |     
|Total Vivendi Universal operating
    income       |                                                             |                          | 3,795 |         |   |      | 1,823 |         |   |  | 2,571 |        |   |  | 1,836 |     
|                                                   |                                                             |                          |       |         |   |      |       |         |   |  |       |        |   |  |       |     




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2001 (see Note 1 to our consolidated
    financial statements).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(2) | In order to facilitate the comparability of 2000
    and 1999 consolidated financial results, the 1999 consolidated
    results are presented in accordance with accounting policies in
    effect in 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(3) | As defined by Vivendi Universal, EBITDA consists
    of operating income before depreciation, amortization (including
    film amortization at CANAL+ Group and book plate amortization at
    Vivendi Universal Publishing), restructuring charges and other
    one-time items (principally reorganization costs at CANAL+
    Group), and does not reflect adjustment for any minority
    interests in fully consolidated subsidiaries. EBITDA is
    presented and discussed because Vivendi Universal management
    considers it an important indicator of the operational strength
    and performance of its Media & Communications businesses,
    including the ability to provide cash flows to service debt and
    fund capital expenditures. However, it should be noted that
    EBITDA is not a substitute for operating income, net income,
    cash flows and other measures of financial performance and
    Vivendi Universal EBITDA may not be strictly comparable to
    similarly titled measures widely used in the US or reported by
    other companies.
|   
|(4) | Other one-time items primarily related to
    reorganization costs at CANAL+ Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

3



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##### 



Exchange Rate Information

|                        |  |        |      |         |  |      |      |     |  |  |      |  |  |  |      | 
|----------------------- |  | ------ | ---- | ------- |  | ---- | ---- | --- |  |  | ---- |  |  |  | ---- | 
|                        |  | Period |      | Average |  |      |      |    
|Year                    |  | End    |      | Rate(1) |  | High |      | Low
|                        |  |        |      |         |  |      |      |    
|US dollar/
            |  |        |      |         |  |      |      |     |  |  |      |  |  |  |      | 
|May 24, 2002            |  |        | 0.92 |         |  |      | 0.91 |     |  |  | 0.93 |  |  |  | 0.90 | 
|April 2002              |  |        | 0.90 |         |  |      | 0.89 |     |  |  | 0.90 |  |  |  | 0.88 | 
|March 2002              |  |        | 0.87 |         |  |      | 0.88 |     |  |  | 0.88 |  |  |  | 0.87 | 
|February 2002           |  |        | 0.87 |         |  |      | 0.87 |     |  |  | 0.88 |  |  |  | 0.86 | 
|January 2002            |  |        | 0.86 |         |  |      | 0.88 |     |  |  | 0.90 |  |  |  | 0.86 | 
|December 2001           |  |        | 0.88 |         |  |      | 0.89 |     |  |  | 0.90 |  |  |  | 0.88 | 
|November 2001           |  |        | 0.89 |         |  |      | 0.88 |     |  |  | 0.90 |  |  |  | 0.88 | 
|2001                    |  |        | 0.89 |         |  |      | 0.89 |     |  |  | 0.95 |  |  |  | 0.84 | 
|2000                    |  |        | 0.94 |         |  |      | 0.92 |     |  |  | 1.03 |  |  |  | 0.83 | 
|1999                    |  |        | 1.00 |         |  |      | 1.06 |     |  |  | 1.17 |  |  |  | 1.00 | 
|French franc/ US dollar |  |        |      |         |  |      |      |     |  |  |      |  |  |  |      | 
|1998                    |  |        | 5.59 |         |  |      | 5.90 |     |  |  | 6.21 |  |  |  | 5.38 | 
|1997                    |  |        | 6.02 |         |  |      | 5.85 |     |  |  | 6.35 |  |  |  | 5.19 | 




|    |                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | For yearly figures, the average of the noon
    buying rates for French francs or euros, as the case may be, on
    the last business day of each month during the relevant period.

Dividends

The table below sets forth the total dividends
paid per Vivendi Universal ordinary share and Vivendi Universal
American Depositary Share (ADS) in 1997 to 2001. The
amounts shown exclude the avoir fiscal, a French tax
credit described under Item 10  Additional
Information  Taxation. The Company historically
paid annual dividends in respect of its prior fiscal year. We
have rounded dividend amounts to the nearest cent.

|        |  |                             |      |                  |  |  |      | 
|------- |  | --------------------------- | ---- | ---------------- |  |  | ---- | 
|        |  | Dividend per Ordinary Share |      | Dividend per ADS
|        |  |                             |      |                 
|        |  | (1)                        |      | $(2)            
|1997(3) |  |                             | 0.76 |                  |  |  | 0.17 | 
|1998(3) |  |                             | 0.92 |                  |  |  | 0.17 | 
|1999    |  |                             | 1.00 |                  |  |  | 0.22 | 
|2000(4) |  |                             | 1.00 |                  |  |  | 0.89 | 
|2001    |  |                             | 1.00 |                  |  |  | 0.89 | 




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Until 1999 (i.e., until the dividend for the year
    ended December 31, 1998), the Company paid dividends in
    French francs. Amounts in French francs have been translated at
    the official fixed exchange rate of
    1.00 = FF6.55957.                                                                                                                                                                                         
|   
|(2) | Translated solely for convenience into dollars at
    the noon buying rates on the respective dividend payments date,
    or on the following business day if such date was not a business
    day in the US. The noon buying rate may differ from the rate
    that may be used by the depositary to convert euros to dollars
    for the purpose of making payments to holders of ADSs.                                                
|   
|(3) | Restated for a 3 for 1 stock split which occurred
    on May 11, 1999.                                                                                                                                                                                                                                                                                                                                                                   
|   
|(4) | Prior to December 8, 2000, the date of the
    completion of the Vivendi S.A., The Seagram Company Ltd. and
    Canal Plus S.A. merger transactions (described below under
    Item 4  Information on the
    Company  History and Development of the
    Company), each Vivendi ADS represented one-fifth of a
    Vivendi ordinary share, while each Vivendi Universal ADS now
    represents one Vivendi Universal ordinary share.

4



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Capitalization and Indebtedness

As of March 31, 2002, Vivendi Universal had
an equity market capitalization of approximately
48 billion
and net outstanding indebtedness in French GAAP of approximately
27 billion,
of which approximately
1 billion was
secured or guaranteed.

Risk Factors

You should carefully consider the risk factors
described below in addition to the other information presented
in this document.

We may suffer reduced profits or losses as
a result of intense competition.

The majority of the industries in which we
operate are highly competitive and require substantial human and
capital resources. Many other companies serve each of the
markets in which we compete. From time to time, our competitors
may reduce their prices in an effort to expand market share and
introduce new technologies or services, or improve the quality
of their services. We may lose business if we are unable to
match the prices, technologies or service quality offered by our
competitors.

In addition, content and integration of content
with communications access are increasingly important parts of
the media and communications businesses and are key elements of
our strategy. In accordance with that strategy, our Media &
Communications businesses rely on some important third-party
content. There is no assurance that the desired rights to
content will be available on commercially reasonable terms, and
as the media and communications businesses become more
competitive, the cost of obtaining this third-party content
could increase. Any of these competitive effects could have an
adverse effect on our business and financial performance.

We may not be able to retain or obtain
required licenses, permits, approvals and
consents.

We need to maintain, renew or obtain a variety of
permits and approvals from regulatory authorities to conduct and
expand each of our businesses. The process for obtaining these
permits and approvals is often lengthy, complex and
unpredictable. Moreover, the cost for renewing or obtaining
permits and approvals may be prohibitive. If we are unable to
retain or obtain the permits and approvals we need to conduct
and expand our businesses at a reasonable cost and in a timely
mannerin particular, licenses to provide
telecommunications servicesour ability to achieve our
strategic objectives could be impaired. The regulatory
environment in which our businesses operate is complex and
subject to change, and adverse changes in that environment could
impose costs on us and/or limit our revenue.

Demand for our integrated Media &
Communications and Environmental Services Businesses may be less
than we expect.

We believe that important factors driving our
growth in the next several years will be increased demand for
(i) integrated media and communications content and
services that are accessible through a variety of communications
devices and (ii) large-scale, integrated environmental
management services. Although we expect markets for both types
of services to develop rapidly, our expectations may not be
realized. If either market does not grow or does not grow as
quickly as we expect, our profitability and the return we earn
on many of our investments may suffer.

The integration of the entertainment assets
of USA Networks, Inc. and Universal Studios, Inc. into the
newly-formed entity, Vivendi Universal Entertainment LLLP, may
not result in the benefits currently anticipated.

We may not be able to integrate profitably the
operations of the entertainment assets of USA Networks, Inc.
(USA) and the film, TV and recreation businesses of Universal
Studios, Inc. (Universal Studios) into Vivendi Universals
new entertainment group, Vivendi Universal Entertainment LLLP
(VUE). VUE may not achieve the profitability increases or cost
savings currently expected from the operations of these merged

5



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assets. To realize the anticipated benefits from
VUEs operations, VUEs management must implement a
business plan that effectively integrates these assets.


We may have difficulty enforcing our
intellectual property rights.

The decreasing cost of electronic equipment and
related technology has made it easier to create unauthorized
versions of audio and audiovisual products such as compact
discs, videotapes and DVDs. A substantial portion of our revenue
comes from the sale of audio and audiovisual products that are
potentially subject to unauthorized copying. Similarly, advances
in Internet technology have increasingly made it possible for
computer users to share audio and audiovisual information
without the permission of the copyright owners and without
paying royalties to holders of applicable intellectual property
or other rights. Intellectual property rights to information
that is potentially subject to widespread, uncompensated
dissemination on the Internet represents a substantial portion
of our market value. If we fail to obtain appropriate relief
through the judicial process or the complete enforcement of
judicial decisions issued in our favor, or if we fail to develop
effective means of protecting our intellectual property or
entertainment-related products and services, our results of
operations and financial position may suffer.

We may not be able to meet anticipated
capital requirements for certain transactions.

We routinely engage in projects that may require
us to seek substantial amounts of funds through various forms of
financing. Our ability to arrange financing for projects and the
cost of capital depends on numerous factors, including general
economic and capital market conditions, availability of credit
from banks and other financial institutions, investor confidence
in our businesses, success of current projects, perceived
quality of new projects and tax and securities laws that are
conducive to raising capital. We may forego attractive business
opportunities and lose market share if we cannot secure
financing on satisfactory terms.

Our content assets in TV, motion pictures
and music may not be commercially successful.

We expect a significant amount of our revenue to
come from the production and distribution of content offerings
such as feature films, television series and audio recordings.
The success of content offerings depends primarily upon their
acceptance by the public, which is difficult to predict. The
commercial success of a film, television series or audio
recording depends on the quality and acceptance of competing
offerings released into the marketplace at or near the same
time, the availability of alternative forms of entertainment and
leisure time activities, general economic conditions and other
tangible and intangible factors, all of which can change
quickly. Because we expect the popularity of our content
offerings to be a significant factor driving the growth of our
communications services, our failure to produce films,
television series and audio recordings with broad consumer
appeal could materially harm our business and prospects for
growth.

We may not be successful in developing new
technologies or introducing new products and
services.

Many of the industries in which we operate are
subject to rapid and significant changes in technology and are
characterized by the frequent introduction of new products and
services. Pursuit of necessary technological advances may
require substantial investments of time and resources and we may
not succeed in developing marketable technologies. Furthermore,
we may not be able to identify and develop new product and
service opportunities in a timely manner. Finally, technological
advances may render our existing products obsolete, forcing us
to write off investments made in those products and services and
to make substantial new investments.

Currency exchange rate fluctuations may
negatively affect our financial results, the market value of our
ADSs and the value of dividends received by holders of our
ADSs.

We hold assets and liabilities, earn income and
pay expenses of our subsidiaries in a variety of currencies.
Because our financial statements are presented in euros, we must
translate our assets, liabilities, revenue, income and expenses
in currencies other than the euro into euros at then-applicable
exchange rates when we prepare our financial statements.
Consequently, increases and decreases in the value of the euro
will affect the

6



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##### 



value of these items in our financial statements,
even if their value has not changed in their original currency.
In this regard, an increase in the value of the euro may result
in a decline in the reported value, in euros, of our interests
held in other currencies. To the extent this has a negative
effect on our financial condition as presented in our financial
statements, it could cause the market price of our ordinary
shares and ADSs to decline. In addition, dividends to holders of
our ADSs will be converted from euros to US dollars prior to
payment. As a result, changes in currency exchange rates could
affect the value of dividends received by our ADS holders.


Our business operations in some countries
may be subject to additional risks.

We conduct business in markets around the world.
The risks associated with conducting business in some countries
outside of Western Europe, the US and Canada can include, among
other risks, slower payment of invoices, nationalization of
businesses, social, political and economic instability,
increased currency exchange risk and currency repatriation
restrictions. We may not be able to insure or hedge against
these risks. Furthermore, financing may not be available in
countries with less than investment grade sovereign credit
ratings. As a result, it may be difficult to create or maintain
profit-making operations in developing markets.

Our recreation group may continue to be
negatively affected by international, political and military
developments.

The terrorist attacks of September 11, 2001
on the United States and their aftermath resulted in significant
reductions in domestic and international travel that negatively
affected our US theme park and resort activities. These
developments have had a continued impact on vacation travel,
group conventions and tourism in general. The magnitude and
duration of the effects on the results of our recreation
business is unknown at this point.

The market place of our ordinary shares and
our ADSs may be subject to the volatility generally associated
with Internet and technology company shares.

The market for shares of Internet and technology
companies has, over the past two years, experienced extreme
price and volume volatility that has often been unrelated or
disproportionate to the operating performance of those
companies. Because our value is based in part on our Internet
and other high technology operations, the price of our ordinary
shares and ADSs may be subject to similar volatility.

Provisions in many of the environmental
contracts of our subsidiary, Vivendi Environnement, may create
significant restrictions or obligations on its
business.

Contracts with governmental authorities make up a
significant percentage of the revenue of our 63% owned
subsidiary, Vivendi Environnement. Vivendi Environnement is
subject to various statutes and regulations that apply to
governmental contracts which differ from laws governing private
contracts. In civil law countries such as France, for instance,
governmental contracts often provide for unilateral amendment or
termination by the governmental authority, under certain
circumstances. Although Vivendi Environnement is generally
entitled to full indemnification in the event of such unilateral
modification or termination, its revenue and/or profits could be
reduced if full indemnification is not available.

We may incur environmental liability in
connection with past, present and future
operations.

Each of our businesses, primarily in the case of
Vivendi Environnement, is subject to extensive and increasingly
stringent environmental laws and regulations. In some
circumstances, we could be required to pay fines or damages
under these environmental laws and regulations even if we
exercise due care in conducting our operations, we comply with
all applicable laws and regulations, and the quantity of
pollutant is very small.

In addition, courts or regulatory authorities may
require us to undertake investigatory and/or remedial
activities, curtail operations or close facilities temporarily
or permanently in connection with applicable environmental laws
and regulations. We could also become subject to claims for
personal injury or property

7



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##### 



damage. Being required to take these actions or
to pay environmental damages could substantially impair our
business or affect our ability to obtain new business.


Some provisions of ourstatutscould have anti-takeover
effects.

Our organizational documents (called
statuts) contain provisions that are intended to impede
the accumulation of our ordinary shares by third parties seeking
to gain a measure of control of the Company. For example, in the
case where a quorum of less than 60% is present at a
shareholders meeting, our statuts adjust the rights
of each shareholder that owns in excess of 2% of our total
voting power through the application of a formula pursuant to
which the voting power of each such shareholder will be equal to
that which it would possess if 100% of our shareholders were
present or represented at the shareholders meeting at
which the vote takes place. In addition, our statuts
provide that any person or group that fails to notify us within
15 days of acquiring or disposing of at least 0.5% or any
multiple of 0.5% of our ordinary shares may be deprived of
voting rights for those shares in excess of the unreported
fraction.

Pre-emptive rights may not be available for
US persons.

Under French law, shareholders have pre-emptive
rights to subscribe for cash issuances of new shares or other
securities giving rights to acquire additional shares on a pro
rata basis. US holders of our ordinary shares may not be able to
exercise pre-emptive rights for our shares unless a registration
statement under the US Securities Act of 1933, as amended (the
Securities Act), is effective with respect to such rights or an
exemption from the registration requirements imposed by the
Securities Act is available. We may, from time to time, issue
new shares or other securities giving rights to acquire
additional shares at a time when no registration statement is in
effect and no Securities Act exemption is available. If so, US
holders of our shares will be unable to exercise their
pre-emptive rights.

The ability of holders of our ADSs to
influence the governance of our company may be
limited.

Holders of our ADSs may not have the same ability
to influence corporate governance with respect to our company as
shareholders in some companies incorporated in the US would. For
example, the depositary may not receive voting materials in time
to ensure that holders of our ADSs can instruct the depositary
to vote their shares. In addition, the depositarys
liability to holders of our ADSs for failing to carry out voting
instructions or for the manner of carrying out voting
instructions is limited by the depositary agreement.

We are exempt from certain requirements
under the Exchange Act.

As a foreign private issuer for the
purposes of the US federal securities laws, we are exempt from
rules under the US Securities and Exchange Act of 1934, as
amended (the Exchange Act), that impose certain disclosure and
procedural requirements in connection with proxy solicitations
under Section 14 of the Exchange Act. In addition, our
officers, directors and principal shareholders are exempt from
the reporting and short-swing profit recovery
provisions of Section 16 of the Exchange Act and related
rules with respect to their purchase and sale of our ordinary
shares. Moreover, we are not required to file periodic reports
and financial statements with the SEC as frequently or as
promptly as companies that do not qualify as foreign
private issuers and whose securities are registered under
the Exchange Act, nor are we required to comply with
Regulation FD, which restricts the selective disclosure of
material information. Accordingly, there may be less information
concerning our company publicly available than there is for
companies that do not qualify as foreign private
issuers.

Judgments of US courts may not be
enforceable against Vivendi Universal.

Judgments of US courts, including those
predicated on the civil liability provisions of the federal
securities laws of the US, may not be enforceable in French
courts. As a result, shareholders who obtain a judgment against
Vivendi Universal in the US may not be able to require it to pay
the amount of the judgment.

8



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We could be adversely affected if member
firms of Andersen Worldwide are unable to perform required
audit-related services for us or if the SEC ceases accepting
financial statements audited or reviewed by member firms of
Andersen Worldwide.

Our independent auditor, Barbier Frinault &
Cie, is a member firm of Andersen Worldwide. On March 14,
2002, Arthur Andersen LLP, the US-based member firm of Andersen
Worldwide, was indicted on federal obstruction of justice
charges in connection with its role as the auditor for Enron
Corporation. Although the SEC has said that it will continue to
accept financial statements audited by Arthur Andersen LLP and
foreign affiliates of Arthur Andersen LLP so long as Arthur
Andersen LLP and such foreign affiliates are able to make
certain representations to its clients, our access to the US
capital markets and our ability to make SEC filings timely could
be impaired if the SEC ceases accepting financial statements
audited by member firms of Andersen Worldwide or if for any
reason any member firm of Andersen Worldwide performing auditing
services for us is unable to perform such auditing services. In
such event, we may also incur significant expense in
familiarizing new auditors with our accounting. Furthermore,
relief which may be available under the federal securities laws
against auditing firms may not be available as a practical
matter against member firms of Andersen Worldwide if such firms
should either cease to operate or be financially impaired.

We could be adversely affected if rating
agencies downgrade our debt ratings.

At the beginning of May 2002, Moodys and
S&P lowered Vivendi Universals senior and short-term
debt ratings, respectively. Further downgrades by either S&P
or Moodys could result in liquidity problems and could
affect our ability to make payments on outstanding debt
instruments and to comply with other existing obligations.

Item 4:  Information on the
Company

History and Development of the
Company

The legal and commercial name of our company is
Vivendi Universal. Vivendi Universal is a société
anonyme, a form of limited liability company, initially
organized under the name Sofiée, S.A. on December 11,
1987 for a term of 99 years in accordance with the French
commercial code. Vivendi Universal is the surviving parent
entity of the merger transactions among Vivendi S.A. (Vivendi),
The Seagram Company Ltd. (Seagram) and Canal Plus S.A.
(Canal Plus), which were completed on December 8, 2000 (the
Merger Transactions). Our registered office is located at
42, avenue de Friedland, 75380 Paris
Cedex 08, France, and the telephone number of our
registered office is (33)(1) 71 71 1000. Our
agent in the US is Vivendi Universal US Holding Co.;
located at 375 Park Avenue, 6th Floor, New York, New
York 10152. All matters addressed to our agent should be to
the attention of the President.

Vivendi Universals businesses focus
primarily on two core areas  Media &
Communications and Environmental Services. Our Media &
Communications business operates a number of leading and
integrated businesses in the music, multimedia and publishing,
film and pay TV, telecommunications and Internet industries. Our
Environmental Services business includes world-class water,
waste management, transportation and energy services operations.

Vivendi

Vivendi was founded in 1853 and, prior to the
Merger Transactions, was one of Europes largest companies.
In May 1998, Vivendis shareholders approved its name
change from Compagnie Générale des Eaux to Vivendi to
reflect the expansion of its core businesses in media and
communications and environmental management services, as well as
the increasingly international scope of its business. In 1999,
Vivendi transferred its environmental management services
businesses to its subsidiary, Vivendi Environnement. In July
2000, Vivendi issued approximately 37% of the share capital of
Vivendi Environnement in a public offering in Europe and a
private placement in the US.

9



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Seagram

Prior to the Merger Transactions, Seagram
operated in four business segments:

Music.Through the
Universal Music Group (UMG), the worlds largest recorded
music company, Seagram developed, acquired, produced, marketed
and distributed recorded music globally, produced, sold and
distributed music videos globally, and engaged in music
publishing.

Filmed Entertainment.Primarily through Universal Pictures,
Seagram produced and distributed motion picture, TV and home
video productions worldwide, owned and operated a number of
international TV channels, and licensed merchandising and filmed
property rights.

Recreation and Other.Seagram owned and operated theme
parks, entertainment complexes and specialty retail stores in
the US and elsewhere.

Spirits and Wine.Seagram produced, marketed and
distributed distilled spirits, wines, coolers, beers and mixers
in more than 190 countries and territories worldwide.

Canal Plus

Prior to the Merger Transactions, Canal Plus was
Europes leading pay TV company and a European leader in
film and TV production, distribution and rights management. The
businesses that Vivendi Universal acquired from Canal Plus are
now operated collectively as Groupe Canal+ S.A.
(CANAL+ Group).

As a result of the Merger Transactions, Vivendi
Universal is now one of the worlds leading media and
communications companies, with assets that, among other things,
include one of the largest motion picture studios, one of the
most comprehensive film libraries and a leading global TV
business.

See Our Services below for a complete
description of our businesses.

No third parties have made public takeover offers
with respect to Vivendi Universal since we began operations.
Public takeover offers of other companies that we have made are
described under Historical Acquisitions and
Dispositions and Recent Developments below.
For additional discussion of important events that have occurred
since January 1, 2001, see Item 5 
Operating and Financial Review and Prospects and
Item 18  Financial Statements. For
additional information about our principal capital expenditures
and divestitures for the last three financial years, as well as,
those currently in progress, see Item 5 
Operating and Financial Review and Prospects.

Historical Acquisitions and
Dispositions

In 2001, we significantly expanded the assets of
our Media & Communications businesses through strategic
acquisitions and joint ventures, and we made several significant
dispositions. Set forth below is a summary of these material and
significant acquisitions and dispositions:

Acquisitions

Acquisition of Uproar Inc.In February 2001, Vivendi
Universals Publishing business, through its subsidiary,
Flipside Inc., announced a plan to merge with Uproar Inc., by
acquiring all of Uproars outstanding stock for
$128 million. The surviving entity is a global leader in
web-based interactive games.

Acquisition of Maroc Telecom.In April 2001, Vivendi Universal
became a strategic partner in the partial privatization of Maroc
Telecom, Moroccos national telecommunications operator,
for approximately
2.4 billion.

Acquisition of
EMusic.com.On June 14, 2001,
Vivendi Universal acquired all of the outstanding shares of
EMusic.com Inc. for a net purchase price of approximately
$24 million.

Acquisition of Houghton Mifflin.In July 2001, Vivendi Universal
acquired leading US educational publisher Houghton Mifflin
Company for approximately $2.2 billion in cash, including
the assumption of Houghton Mifflins average net debt of
approximately $500 million. Vivendi Universal thereby
became the second-largest educational publisher in the world and
increased its share of the US textbook market.

Acquisition of MP3.com.On August 28, 2001, Vivendi
Universal acquired all of the issued and outstanding common
stock of MP3.com, Inc., for cash and stock, with a purchase
price of approximately

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$400 million ($5.00/share). This acquisition
was a significant strategic step in creating a distribution
platform for our music business and acquiring state-of-the-art
internet technology.


Divestitures

Sale of Eurosport
Interests.In January 2001, CANAL+
Group sold its 49.5% interest in Eurosport International and its
39% interest in Eurosport France for
303 million.
At the same time, Havas Image sold its interest in Eurosport
France, bringing the total proceeds for Vivendi Universal to
345 million.

Sale of Havas Advertising
Interest.In June 2001, Vivendi
Universal sold its 9.9% interest in Havas Advertising for
484 million
to institutional investors and Havas Advertising. At the end of
2001, Vivendi Universal sold the Havas name to Havas
Advertising for approximately
4.6 million.

Sale of Interest in France Loisirs.In July 2001, Vivendi Universal sold
its interest in France Loisirs to Bertelsmann for approximately
153 million,
which generated a capital loss of
1 million.

Sale of Vivendi Environnement Shares.In December 2001, Vivendi Universal
sold 32.4 million shares of Vivendi Environnement for
38/share
(totaling 9.3% of Vivendi Environnements stock),
generating pre-tax capital gains of
116 million.
Vivendi Universal continues to hold 63% of Vivendi Environnement
following this sale. Simultaneously, Vivendi Environnement
issued warrants, free of charge, to all shareholders, on a basis
of one warrant per outstanding share. Each holder of seven
warrants is entitled to purchase one share of Vivendi
Environnement at
55 from December
2001 to March 2006.

Spirits and Wine Sale.On December 21, 2001, Vivendi
Universal consummated the sale of its Spirits and Wine business
to Diageo plc and Pernod Ricard S.A. for approximately
$8.1 billion in cash.

Recent Developments

Shareholders Meeting of April 24,
2002

On May 2, 2002, Vivendi Universal announced
that it had filed a joint petition with the Paris Commercial
Court, together with Société Générale and
Compagnie de Saint Gobain, following a malfunction in voting
that occurred at the Shareholders Meeting on April 24th.

Following the May 2nd hearing, the Court:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Officially noted a malfunction in the tabulation
    of the votes cast during the Shareholders Meeting; and                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Formally acknowledged to Vivendi Universal that
    its Board of Directors would have the authority to convene
    another Shareholders Meeting as soon as possible. The aim of
    this meeting would be to re-determine the vote count on the
    resolutions that were not adopted on April 24th, the
    results of which may have been affected by this malfunction. The
    Court also gave its permission for a re-vote to take place on
    the resolutions that were approved by the shareholders, in order
    to confirm the original results, if necessary.

Based on the foregoing and the fact that the
Court determined that the resolutions passed at the meeting
would stand as voted, the
1 dividend per
share approved by the shareholders on April 24th was paid
to holders of ordinary shares on May 13, 2002 and is
payable to holders of ADSs on June 4, 2002. The record date
for payment to both holders of ordinary shares and ADSs was
May 13, 2002.

Lastly, the Court agreed to Vivendi
Universals request for an independent expert to
investigate the voting aberrations within six weeks. The
experts assignment is to ascertain the origin of the
malfunction in the voting system and, in particular, to
determine whether a possible hacking of the voting
system took place at the April 24th meeting.

Set forth below are our key acquisitions,
investments and dispositions for 2002.

Acquisitions

Acquisition of USA Networks
Entertainment Assets.On
December 16, 2001, Vivendi Universal, Universal Studios,
Liberty Media Corporation (Liberty), USA and Mr. Barry
Diller entered into agreements whereby Vivendi Universal agreed
to acquire control of USAs entertainment assets
(programming, TV distribution, cable networks and film
businesses, including USA Films LLC, Studios USA LLC
and USA Cable LLC). These assets will be combined with
Universal Studios existing film, TV and recreation

11



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businesses to form a new entertainment group,
VUE, whose common interests will be 93.06% owned by Universal
Studios and its affiliates. The transaction is valued at
approximately $10.3 billion, and will be financed through a
combination of cash and securities. The transaction closed on
May 7, 2002.


Strategic Alliance with EchoStar
Communications.On January 22,
2002, Vivendi Universal completed a $1.5 billion investment
in EchoStar Communications Corporation (EchoStar)
for 5,760,479 shares of newly issued EchoStar Series D
mandatorily convertible participating preferred stock. This
investment represents an approximate 10% holding in EchoStar.
Each share of Series D preferred stock has a liquidation
preference equal to its issue price, which was approximately
$260 per share. Also, each share of Series D preferred
stock is convertible, at the option of Vivendi Universal or
mandatorily upon the occurrence of certain events, into ten
shares of EchoStar Class A common stock. In addition,
Vivendi Universal received one contingent value right associated
with each share of Class A common stock it received, which
affords Vivendi Universal certain downside protection in the
event the Class A common stock trades below $26.04 per
share. This transaction enables the commencement of a long-term
alliance, whereby we plan to develop and provide to
EchoStars DISH Network US satellite TV customers a variety
of programming and interactive TV services, including five new
channels of basic and niche programming content and expanded
pay-per-view and video-on-demand movies. As a signal of the
strength of our new alliance with EchoStar, our CEO and
Chairman, Jean-Marie Messier, has become a member of
EchoStars Board of Directors. EchoStar may use some or all
of our investment to help finance its pending merger with Hughes
Electronics Corporation, DirecTVs parent. Assuming
completion of Echostars merger with Hughes Electronics,
Vivendi Universal will have access to the distribution assets of
the combined company.

First Acqua Acquisition.Vivendi Environnement announced on
May 13, 2002 that its subsidiary, Vivendi Water UK, signed
an agreement with First Aqua Holdings Limited (FAH) to
acquire First Aqua (JVCo) Limited (First Aqua), the holding
company of Southern Water. The consideration is based on an
enterprise value of 2 billion pounds sterling, equal to that
used for FAHs acquisition of Southern Water in
April 2002 and Southern Waters estimated average
gross regulatory asset value as of March 2002. The deal is
conditioned on receipt of UK and European Union regulatory
approval, as well as the closing of FAHs acquisition of
Southern Water. In addition, the completion of the acquisition
of First Aqua by Vivendi Water UK is subject to the availability
of satisfactory long-term, non-recourse financing to refinance
First Aqua and Southern Water debt. Following implementation of
the refinancing, Vivendi Water UK will invest approximately 420
million pounds sterling, thereby holding a majority of First
Aquas ordinary equity.

Divestitures

Sale of Professional Publishing Business.Vivendi Universal has entered into an
agreement to sell Vivendi Universal Publishings
business-to-business (B2B) and health divisions to two newly
formed investment companies led by the Cinven investment fund.
Additionally, Vivendi Universal will acquire a 25% interest in
the investment companies.

Sale of Interest in Elektrim Telekomunikacja.In March 2002, Vivendi Universal
announced that it had signed a non-binding Memorandum of
Understanding (MoU) with a consortium of financial investors,
led by Citigroup Investments, to sell its 49% interest in
Elektrim Telekomunikacja. The MoU provides for Vivendi Universal
to retain a minority interest in the consortium and to be
granted a put option regarding such interest (with the
consortium holding a call option on this same interest).

Business Overview

General

Vivendi Universal operates in two global core
businesses: Media & Communications and Environmental
Services. The Media & Communications business is divided
into five business segments: Music, Publishing, and
TV & Film, which constitute our content businesses, and
Telecoms and Internet, which constitute our access businesses.
Our Music business produces, markets and distributes recorded
music of all major genres throughout the world, manufactures,
sells and distributes video products in the US and
internationally, and

12



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licenses music copyrights. Our Publishing
business is a worldwide content leader in its core markets:
publishing, including education and literature, games and
consumer press. It provides content across multiple platforms
including print, multimedia, the Internet, and Personal Digital
Assistants (PDAs) via Wireless Application Protocol (WAP)
technology. Our TV & Film business produces and
distributes motion picture, TV and home video/ DVD products
worldwide, operates and has ownership interests in a number of
cable and pay TV channels, engages in the licensing of
merchandising and film property rights, and operates theme parks
and retail stores around the world. Our Telecoms business
provides a broad range of telecommunications services, including
mobile and fixed telephony, internet access, and data services
and transmission, principally in Europe. Our Internet business
manages strategic internet initiatives and new online ventures
for Vivendi Universal. Utilizing advanced digital distribution
technology, the Internet business develops e-commerce,
e-services and thematic portals that offer access to the
internet through a variety of devices, including mobile phones,
PDAs, interactive TV and computers.


Vivendi Environnement, 63% owned by Vivendi
Universal, operates the Environmental Services business, with
operations around the globe. Vivendi Environnement provides
environmental management services, including water treatment and
systems operation, waste management, energy services (excluding
the sale, production and trading of electricity), and
transportation services, to a wide range of public authorities
and industrial, commercial and residential customers. Vivendi
Environnement files reports with the SEC in the ordinary course
of its business, and has outstanding shares represented by ADSs
listed on the NYSE (ticker symbol: VE).

Segment Data

The contribution of our business segments to our
consolidated revenues for each of 2001, 2000 and 1999, in each
case after the elimination of intersegment transactions, follows:

|                                           |                              |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |        | 
|------------------------------------------ | ---------------------------- | ----------------------- | ------ | ------- |  | ---- | ------ | ------- |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                           |                              |                        
|                                           |                              | Year Ended December 31,
|                                           |                              |                        
|                                           |                              | 2001                    |        | 2000(1) |  | 2000 |        | 1999(2)
|                                           |                              |                         |        |         |  |      |        |        
|                                           |                              |                        
|                                           |                              | (In millions of euros) 
|Revenues                                   |                              |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |       
|Amounts in accordance with French
    GAAP |                              |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |       
|                                           | Music                        |                         |       | 6,560   |  |      |       | 495     |  |   |       | 495    |  |   |       |       | 
|                                           | Publishing                   |                         |        | 4,286   |  |      |        | 3,540   |  |   |        | 3,540  |  |   |        | 3,278  | 
|                                           | TV & Film                    |                         |        | 9,501   |  |      |        | 4,248   |  |   |        | 4,248  |  |   |        | 1,151  | 
|                                           | Telecoms                     |                         |        | 7,639   |  |      |        | 5,270   |  |   |        | 5,270  |  |   |        | 3,913  | 
|                                           | Internet                     |                         |        | 129     |  |      |        | 48      |  |   |        | 48     |  |   |        | 2      | 
|                                           |                              |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |       
|                                           | Total Media & Communications |                         |        | 28,115  |  |      |        | 13,601  |  |   |        | 13,601 |  |   |        | 8,344  | 
|                                           | Environmental Services       |                         |        | 29,094  |  |      |        | 26,294  |  |   |        | 26,512 |  |   |        | 20,959 | 
|                                           | Non-core businesses          |                         |        | 151     |  |      |        | 1,685   |  |   |        | 1,685  |  |   |        | 11,552 | 
|                                           |                              |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |       
|Total Vivendi Universal                    |                              |                        | 57,360 |         |  |     | 41,580 |         |  |  | 41,798 |        |  |  | 40,855 |       
|                                           |                              |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |       



---



|    |                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2001.                                                                                               
|   
|(2) | In order to facilitate the comparability of 2000
    and 1999 financial results, the 1999 results are presented in
    accordance with accounting policies in effect in 2000.

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Geographic Data

The contribution of selected geographic markets
to our consolidated revenue for each of 2001, 2000 and 1999
follows:

|         |                          |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |        | 
|-------- | ------------------------ | ----------------------- | ------ | ------- |  | ---- | ------ | ------- |  | - | ------ | ------ |  | - | ------ | ------ | 
|         |                          |                        
|         |                          | Year Ended December 31,
|         |                          |                        
|         |                          | 2001                    |        | 2000(1) |  | 2000 |        | 1999(2)
|         |                          |                         |        |         |  |      |        |        
|         |                          |                        
|         |                          | (In millions of euros) 
|Revenues |                          |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |       
|         | France                   |                         |       | 24,285  |  |      |       | 20,933  |  |   |       | 21,174 |  |   |       | 23,611 | 
|         | United Kingdom           |                         |        | 4,170   |  |      |        | 2,992   |  |   |        | 2,969  |  |   |        | 3,241  | 
|         | Rest of Europe           |                         |        | 10,456  |  |      |        | 7,421   |  |   |        | 7,421  |  |   |        | 7,355  | 
|         | United States of America |                         |        | 12,654  |  |      |        | 7,009   |  |   |        | 7,009  |  |   |        | 4,659  | 
|         | Rest of World            |                         |        | 5,795   |  |      |        | 3,225   |  |   |        | 3,225  |  |   |        | 1,989  | 
|         |                          |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |       
|         |                          |                        | 57,360 |         |  |     | 41,580 |         |  |  | 41,798 |        |  |  | 40,855 |       
|         |                          |                         |        |         |  |      |        |         |  |   |        |        |  |   |        |       



---



|    |                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2001.                                                                                               
|   
|(2) | In order to facilitate the comparability of 2000
    and 1999 financial results, the 1999 results are presented in
    accordance with accounting policies in effect in 2000.

Segment and Geographic Data for
2001

The contribution of selected geographic markets
to the revenue of our business segments and to our consolidated
revenue for 2001, in each case after the elimination of
intersegment transactions follows:

|                        |                              |                              |        |         |  |         |       |               |  |         |        |       |  |   |        |       |  |   |       |       |  |   |        |        | 
|----------------------- | ---------------------------- | ---------------------------- | ------ | ------- |  | ------- | ----- | ------------- |  | ------- | ------ | ----- |  | - | ------ | ----- |  | - | ----- | ----- |  | - | ------ | ------ | 
|                        |                              |                             
|                        |                              | Year Ended December 31, 2001
|                        |                              |                             
|                        |                              |                              |        | United  |  | Rest of |       | United States |  | Rest of |        |      
|                        |                              | France                       |        | Kingdom |  | Europe  |       | of America    |  | World   |        | Total
|                        |                              |                              |        |         |  |         |       |               |  |         |        |      
|                        |                              |                             
|                        |                              | (In millions of euros)      
|Revenues                |                              |                              |        |         |  |         |       |               |  |         |        |       |  |   |        |       |  |   |       |       |  |   |        |       
|                        | Music                        |                              |       | 617     |  |         |      | 844           |  |         |       | 1,193 |  |   |       | 2,753 |  |   |      | 1,153 |  |   |       | 6,560  | 
|                        | Publishing                   |                              |        | 1,659   |  |         |       | 135           |  |         |        | 560   |  |   |        | 1,508 |  |   |       | 424   |  |   |        | 4,286  | 
|                        | TV & Film                    |                              |        | 3,118   |  |         |       | 552           |  |         |        | 2,093 |  |   |        | 2,899 |  |   |       | 839   |  |   |        | 9,501  | 
|                        | Telecoms                     |                              |        | 6,371   |  |         |       |              |  |         |        | 244   |  |   |        |      |  |   |       | 1,024 |  |   |        | 7,639  | 
|                        | Internet                     |                              |        | 55      |  |         |       | 1             |  |         |        | 4     |  |   |        | 69    |  |   |       |      |  |   |        | 129    | 
|                        |                              |                              |        |         |  |         |       |               |  |         |        |       |  |   |        |       |  |   |       |       |  |   |        |       
|                        | Total Media & Communications |                              |        | 11,820  |  |         |       | 1,532         |  |         |        | 4,094 |  |   |        | 7,229 |  |   |       | 3,440 |  |   |        | 28,115 | 
|                        | Environmental Services       |                              |        | 12,341  |  |         |       | 2,638         |  |         |        | 6,338 |  |   |        | 5,425 |  |   |       | 2,352 |  |   |        | 29,094 | 
|                        | Non-core businesses          |                              |        | 124     |  |         |       |              |  |         |        | 24    |  |   |        |      |  |   |       | 3     |  |   |        | 151    | 
|                        |                              |                              |        |         |  |         |       |               |  |         |        |       |  |   |        |       |  |   |       |       |  |   |        |       
|Total Vivendi Universal |                              |                             | 24,285 |         |  |        | 4,170 |               |  |        | 10,456 |       |  |  | 12,654 |       |  |  | 5,795 |       |  |  | 57,360 |       
|                        |                              |                              |        |         |  |         |       |               |  |         |        |       |  |   |        |       |  |   |       |       |  |   |        |       

Strategy

Vivendi Universal is a media and communications
company for the digital age. Vivendi Universals content
businesses (Music, Publishing (in particular, its Games
activities) and TV & Film) have strong market positions
both globally and locally. This strength provides an excellent
foundation for developing incremental revenue streams from
cross-promotions and leveraging intellectual property across all
content businesses. Vivendi Universals distribution assets
(Telecoms, Internet, Pay TV) enable each business to
achieve faster time-to-market for new content applications.

Vivendi Universals mission is to become the
worlds preferred creator and provider of entertainment,
education and personalized services to consumers anywhere, at
any time, and across all distribution platforms and devices.
Vivendi Universal believes that demand for the delivery of
content over portable and broadband

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devices will increase in the future. Vivendi
Universal expects to generate earnings growth by leveraging its
content businesses and utilizing its global brands to increase
its subscriber base and to forge profitable alliances with other
distribution partners.


Our Services

Music

Our music business is operated through UMG, the
largest recorded music business in the world, which acquires,
manufactures, markets and distributes recorded music through a
network of subsidiaries, joint ventures and licensees in
63 countries. UMG also manufactures, sells and distributes
music video and DVD products, licenses music copyrights,
publishes music and owns mail-order music/video clubs throughout
the world.

In 2001, UMG increased its worldwide market share
and is now responsible for 1 out of every 4 albums sold
worldwide, 1 out of every 4 albums sold in the US, and
1 out of every 3 albums sold in France. In 2001,
62 albums reached worldwide sales in excess of one million
units and sold more than 5 million units in the year. We
have the largest music catalogue in the world and hold the
leading positions in jazz and classical musical, with our
classical music sales representing approximately 40% of
worldwide classical music sales for the industry.

Our labels include:



| |   |                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the popular labels Interscope, Geffen, A&M,
    Island Def Jam Music Group, MCA Records, MCA Nashville, Mercury
    Records, Mercury Nashville, Motor Music, Motown, Polydor,
    Barclay and Universal Records;
|
| |  | the classical labels Decca, Deutsche Grammophon
    and Philips; and                                                                                                                                            
|
| |  | the jazz labels Verve, GRP and Impulse! Records.                                                                                                                                                                

Artists.We believe
that the scope and diversity of our popular music labels and our
strong management team allow us to respond to shifts in consumer
tastes. Approximately 60% of our global sales represent sales by
artists in their home territory. The US and the UK continue to
be the primary source of internationally selling popular
repertoire.

Artists who are currently under contract with
UMG, directly or through third parties, include, among others:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Alizée, A*Teens, Erykah Badu, Cecilia
    Bartoli, Bee Gees, George Benson, Mary J. Blige,
    Blink 182, Andrea Bocelli, Bon Jovi, Boyzone, Mariah Carey,
    Jacky Cheung, Sheryl Crow, DMX, Dr. Dre, Eminem, Mylene
    Farmer, Masaharu Fukuyama, Gabrielle, Johnny Hallyday, Herbie
    Hancock, Enrique Iglesias, India.Arie, Al Jarreau, Ja Rule,
    Jay-Z, Elton John, Juanes, Ronan Keating, B.B. King, Diana
    Krall, Lighthouse Family, Limp Bizkit, Los Tucanes de Tijuana,
    Reba McEntire, Brian McKnight, Metallica (outside North
    America), Nelly, No Doubt, Padre Marcelo Rossi, Anne-Sophie
    Mutter, Florent Pagny, Luciano Pavarotti, Puddle of Mudd,
    Rammstein, Andre Rieu, Rosana, Paulina Rubio, Sandy &
    Junior, S Club 7, Shaggy, Sting, George Strait,
    Ibrahim Tatlises, Texas, Shania Twain, Caetano Veloso, Weezer,
    Lee Ann Womack, Stevie Wonder, and U2.

In addition to recently released recordings, we
also market and sell recordings from our library of prior
releases. Sales from this library account for a significant and
stable part of our recorded music revenues each year. We own the
largest catalogue of recorded music in the world, with
performers from the US and the UK and around the world, such as:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ABBA, Louis Armstrong, Chuck Berry, James Brown,
    Eric Clapton, Patsy Cline, John Coltrane, Count Basie, Bill
    Evans, Ella Fitzgerald, The Four Tops, Marvin Gaye, Jimi
    Hendrix, Billie Holiday, Buddy Holly, The Jackson Five, Antonio
    Carlos Jobim, Herbert von Karajan, Bob Marley, Nirvana, The
    Police, Smokey Robinson, Diana Ross & The Supremes, Rod
    Stewart, Muddy Waters, Hank Williams and The Who.

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Artist Contracts, Production, Marketing and
Distribution.We seek to contract with
our popular artists on an exclusive basis for the marketing of
their recordings (both audio and audiovisual) in return for a
percentage royalty on the wholesale or retail selling price of
the recording. We generally seek to obtain rights on a worldwide
basis, although certain of our artists have licensed rights for
certain countries or regions to other record companies.
Established artists command higher advances and royalty rates.
Therefore, it is not unusual for a recording company to
renegotiate contract terms with a successful artist.

For artists without a recording history, we are
often involved in selecting producers, recording studios,
additional musicians, and songs to be recorded, and we may
supervise the output of recording sessions. For established
artists, we are usually less involved in the recording process.

Marketing involves advertising and otherwise
gaining exposure for our recordings and artists through
magazines, radio, TV, internet, other media and point-of-sale
material. Public performances are also considered an important
element in the marketing process, and we provide financing for
concert tours by some artists. TV marketing of both specially
compiled products and new albums is becoming increasingly
important. Marketing is carried out on a country-by-country
basis, although global priorities and strategies for certain
artists are set centrally.

In all major countries except Japan and Brazil we
have our own distribution services for the warehousing and
delivery of finished product to wholesalers and retailers. In
certain countries we have entered into distribution joint
ventures with other record companies. We also sell music and
video product directly to the consumer, principally through two
direct mail club organizations: Britannia Music in the UK and
D.I.A.L in France.

E-Commerce and Electronic Delivery.We are at the forefront of the
development of new methods to distribute, market, sell, program,
and syndicate music and music-related programming by exploiting
the potential of new technological platforms. We believe that
emerging technologies will be strategically important to the
future of the music business. Evolving technology will allow
current customers to sample and purchase music in a variety of
new ways and will expose potential customers to new music.
Through a variety of independent initiatives and strategic
alliances, we continue to invest resources in the technology and
electronic commerce areas that will allow the music business to
be conducted over the internet, cellular networks, cable and
satellite.

UMGs e-businesses were restructured during
2001 with internet portal businesses GetMusic and EMusic.com
Inc. combined with those of VU Net (see Our
Services  Internet below), which includes most
of Vivendi Universals internet initiatives such as Vizzavi
and MP3.com. Pressplay, our on-demand subscription-based music
service joint venture with Sony Music Entertainment, was
launched successfully in December 2001. InsideSessions.com, an
online/ CD ROM-based distance learning program joint venture
with Putnam, Inc. offering an insiders tour of the music
business, was launched in early 2002.

Music Publishing.Music publishing involves the
acquisition of rights to, and licensing of, musical compositions
(as compared to recordings). We enter into agreements with
composers and authors of musical compositions for the purpose of
licensing the compositions for use in sound recordings, films,
videos and by way of live performances and broadcasting. In
addition, we license compositions for use in printed sheet music
and song folios. We also license and acquire catalogues of
musical compositions from third parties such as other music
publishers and composers and authors who have retained or
re-acquired rights. Major acquisitions in 2001 included
compositions by Prince, Dave Matthews Band (outside North
America), Alexander Kronlund (writer for Britney Spears and
others), Eve, Ja Rule and DMX.

Our publishing catalogue includes more than
850,000 titles that we own or administer, including some of the
worlds most popular songs, such as American
Pie, Strangers in the Night, Good
Vibrations, I Wanna Hold Your Hand,
Candle in the Wind, I Will Survive and
Sitting on the Dock of the Bay, among many others.
Among the significant artists and songwriters represented are
ABBA, George Brassens, Bon Jovi, Eddy Mitchell, Andre Rieu,
Shania Twain, Andrew Lloyd Webber and U2; legendary composers
represented include Leonard Bernstein, Elton John and Bernie
Taupin, and Henry Mancini.

Seasonality.The
music business is not subject to concerns regarding seasonality.

16



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Raw Materials.UMG
does not, in any material way, rely on the supply of raw
materials to conduct its business.

Publishing

Vivendi Universal Publishing (VUP) is a
multi-cultural, multi-platform publishing company with global
reach operating in six market segments: literature, reference,
education, kids, games and consumer press. VUP offers creative
content in printed and CD-ROM versions, as well as through the
internet, PDAs and specific media such as electronic books and
electronic schoolbags. In addition, VUP operates in logistics
and distribution, primarily through its subsidiary Vivendi
Universal Publishing Services. VUP is the worlds
third-largest publisher. Ranked second in educational
publishing, it is one of the world leaders in reference works.
It is also ranked No. 2 in games for PC and Mac, and
No. 1 for educational CD-ROMs in the world.

VUP acquired Houghton Mifflin, the prestigious
American educational publisher, in July 2001. To finance this
acquisition, VUP has agreed to dispose of its B2B and health
divisions. See Recent Developments 
Divestitures in this Item 4 above.

VUPs pro forma operations in Europe
accounted for approximately 37% of its business in 2001, while
its operations in the US accounted for around 52%. VUP also
operates in Latin America and Asia, which accounted for
approximately 6% and 5%, respectively, of its business.

Literature.In
France, VUP published more than 2,000 new titles in literature.
In addition, several books featured among the bestseller lists
in France, the US and Spain. Houghton Mifflin sold over
5 million units of J.R.R. Tolkiens books in the US,
while Univers Poche sold almost 800,000 in France. In small
format books, Univers Poche had an exceptional year in France,
selling over 20.5 million books. Le Pré aux
Clercs also published two books in France about the film
Lord of the Rings.

VUP authors also won several prizes. V.S. Naipaul
was awarded the 2001 Nobel Prize for Literature; he is published
in France by Plon. The Pianistby Wladyslaw Szpilman,
published by Robert Laffont, was voted Best Book of the Year by
the French magazine Lire. In the US, Houghton Mifflin authors
also won awards. Philip Roths The Human Stainreceived the PEN/ Faulkner award for fiction, and
American Vintageby Paul Lukas received three prizes: the
International Association of Culinary Professionals Award, the
James Beard Foundation Award and the Veuve Clicquot Award.

Reference.There was
continued growth in reference works worldwide. The VUP
subsidiary, Larousse, is the only truly global publisher in this
market, selling in 50 countries and 35 languages. The
Petit Larousse dictionary remains a bestseller, with over
1 million units alone sold in France. The Petit Larousse is
also a leader in the Spanish and Latin American markets, with
300,000 units sold. The French version of the CD-ROM
Encyclopédie Universelle Larousse was successfully
launched, and will be followed by the Spanish version in 2002.
In addition, the six-volume Grand Robert French dictionary was
released in November and already sold almost 17,000 units
by early 2002.

Education.In
educational publishing, Vivendi Universals acquisition of
Houghton Mifflin boosted VUP from fifth to second place
worldwide. Houghton Mifflin is one of the leading publishers in
this market segment in the US. In addition, in 2001, Houghton
Mifflins McDougal Littells high school educational
programs posted a 27% growth. On January 9, 2002, the state
of California, the biggest educational materials 
 market in the US, adopted the K-6 reading programs that
the states primary schools will use in 2002 and the coming
years. Houghton Mifflins A Legacy of Literacy
series of reading manuals was one of the two series adopted. For
the sixth to eighth grades, Houghton Mifflins
McDougal Littell Reading & Language Arts was
also selected (in addition to the programs of three other
publishers).

On January 21, 2002, four of Houghton
Mifflins books received the highest awards for
childrens literature from the American Library Association:



| |   |                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Three Pigs,
    written and illustrated by David Wiesner (Clarion Books),
    received the prestigious Randolph Caldecott Medal, which honors
    the best illustrator;

17



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| |   |                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A Single Shardby
    Linda Sue Park (Clarion Books) won the John Newbery Medal, which
    honors the author of the best contribution to American
    childrens literature;                                                                                                                                     
|
| |  | Black Potatoes: The Story of the Great
    Irish Famine, 1845-1850by Susan
    Campbell Bartoletti (Houghton Mifflin Childrens Books)
    received the ALSC/ Robert F. Sibert prize awarded to the
    best informational book;                                                                                
|
| |  | Breaking Throughby
    Francisco Jiménez, also from Houghton Mifflin
    Childrens Books, received the Pura Belpré Award,
    which is presented to a writer of Latin American origin whose
    book celebrates the Latino cultural experience in an outstanding
    work of literature for children and youth.

In the school sector, Nathan and Bordas had a
strong year in France, with 380,000 textbooks sold. In Brazil,
Atica & Scipione also had a very successful year. Anaya
published and sold almost 200,000 textbooks in Spain.

There was strong growth in the university sector,
including 8% for the Houghton Mifflin College publications. In
France, Dallozs legal publications enjoyed high sales,
with more than 152,000 units of three of its key works sold.

The internet portal, education.com, was launched
in February 2001 in three languages (French, English and German)
and four countries (France, Germany, the UK and the US). VUP is
developing and tailoring the content of this portal for these
countries.

Kids.Interactive
products generated growth in this market sector. Coktel
successfully launched Adibou 3 Lecture and
Adibou 3 Calcul in France, Adi 5 in
Germany (160,000 units sold), Italy and Spain, and the
first AdiboudChou titles for kindergarten-age
children in English, German, Spanish and Italian.

Knowledge Adventure, the US leader in educational
software, launched its successful series Jumpstart
Learning System for game consoles. VUP also started
exploiting synergies with Universal Studios through a license
covering Jurassic Park products (380,000 units
with three titles).

Games.In the games
segment, multi-platform products were the growth drivers. Ranked
No. 2 in the world for games on PC and Mac, the VUP games
division was also successful in the console market. The main
events of the year were the integration of the Universal
Interactive studio and some spectacular new releases, including
Spyro: Season of Ice for the Game Boy Advance
console and Crash Bandicoot: Wrath of Cortex for
PlayStation 2. Blizzard Entertainment continued to benefit
from the worldwide success of Diablo II by releasing a
sequel, Diablo II: Lord of Destruction. At the
end of 2001, Sierra Entertainment launched Empire
Earth for PC, and Partner Publishing Group launched
Dark Age of Camelot.

Consumer Press.In
the consumer press segment in France, the Express and Expansion
magazine groups merged at the beginning of January 2002 to form
the Express-Expansion Group. The Express group formed its own
publishing house, LExpress Editions, in 2001 and published
La première guerre du 21ème
siècle, which sold 20,500 units.

Seasonality.The
sales curve for publishing follows the traditional pattern of
leisure products, with peaks at Christmas and other times of
intense consumer purchasing. For the school segment, there is a
peak at the beginning of each academic year (February in Brazil,
September in France, Spain and the US) and another when the
national education authorities change the syllabus.

Raw Materials.VUP
consumes approximately 275,000 metric tons of paper a year. Of
that amount, approximately 80,000 metric tons are used by
businesses that are to be sold (the B2B and health divisions).
The paper consumed varies by its nature (newspaper and magazine
paper, publishing paper (mostly wood-free)); origin (Europe, US,
Brazil); and type of supplier (approximately 75% from integrated
groups, also from independent and specialty paper manufacturers).

The paper market is subject to wide price
variations due to the balance between offer and demand worldwide
(principally for paper pulp). The most recent highs in this
market were between 1995 and 2000. The current dollar prices are
the lowest they have been in over 10 years.

18



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TV & Film

Vivendi Universals TV & Film business,
comprised of Universal Studios Group (USG) and CANAL+ Group, is
a leader in the production and distribution of TV and film, both
in the US and throughout Europe.

In December 2001, Vivendi Universal announced the
creation of its new US-based entertainment group, VUE, through
the combination of USGs TV, film and recreation assets
with assets of USA. See Recent Developments section
above. An integral component of VUE will be the global
entertainment committee, established by our Chairman and CEO,
which will direct the strategy and coordination of all the
businesses of the US TV, film and recreation group.

USG.We own
approximately 92% of Universal Studios, which engages in several
different businesses, including:



| |   |                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------
| |  | production and distribution of motion pictures
    worldwide in the theatrical, home video/ DVD and TV markets;
|
| |  | production and distribution of TV programming
    worldwide;                                                   
|
| |  | licensing of merchandise worldwide; and                                                                        
|
| |  | ownership and operation of theme parks,
    entertainment complexes and specialty retail stores worldwide.     

Motion Picture and TV Production and
Distribution.Universal Studios is a
major film producer and distributor of feature films and TV
programming worldwide. Universal Studios produces feature films
that are initially distributed theatrically to exhibitors and,
thereafter, through other distribution channels, including home
video and DVD, pay TV, video-on-demand (VOD), pay-per-view, and
free TV.

The key geographic markets for motion picture
distribution are the US, Canada, the European Union, Asia
Pacific and Latin America. The major motion pictures Universal
Studios has produced over the past three years include
blockbusters like The Mummy, its sequel The Mummy
Returns, Dr. Seusss How The Grinch Stole
Christmas, and the critically acclaimed and Oscar
award-winning A Beautiful Mind. In addition, Universal
Studios produces animated and live action family programming,
reality and talk shows and comedy programming for networks,
basic cable and home video.

USG distributes its motion pictures to theaters
in the US and Canada through its wholly owned subsidiaries.
Throughout the rest of the world, Universal Studios distributes
its motion pictures through United International Pictures (UIP),
a joint venture owned equally by Universal Studios International
B.V. (USI BV), a wholly owned subsidiary of Universal Studios,
and Paramount Pictures International. Through an agreement with
DreamWorks SKG, Universal Studios also distributes
DreamWorks motion pictures to theaters outside the US and
Canada.

Universal Studios large library of TV
product is currently distributed in the US by USANi LLC, a
subsidiary of USA, and throughout the rest of the world by USI
BV.

The distribution of Universal Studios video
and DVD products is handled by its wholly owned subsidiaries in
the US and, as of 2002 (upon the termination of a distribution
arrangement with Columbia/ Tri-Star Home Video), by USI BV.
Through a servicing agreement with DreamWorks SKG, Universal
Studios also distributes DreamWorks video product
throughout the world.

Digital Distribution and Video-on-Demand.Furthering its strategy of providing
its content to as many platforms as possible, Universal Studios
made important strides in digital distribution by joining with
four other major studios in Movielink, the first movie-on-demand
broadband internet distribution service in the US. In addition,
Universal Studios became the first major studio to formally
license VOD rights to iN DEMAND, the leading cable pay-per-view
network in the US.

Theme Parks and Entertainment Centers.Through its recreation group,
Universal Studios is a leader in themed entertainment through
its world-famous theme parks: Universal Studios Hollywood in Los
Angeles, Universal Studios Florida and Universals Islands
of Adventure in Orlando, Florida; Universal Studios Japan

19



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in Osaka; and Universal Mediterranea near
Barcelona, Spain. The recreation group also operates the
CityWalk retail and entertainment destinations adjacent to its
theme parks in Los Angeles and Orlando, in addition to owning
substantial interests in three on-site hotels in Orlando and two
on-site hotels under construction at Universal Mediterranea.


Seasonality.The
businesses conducted by USG are not subject to material
variations in seasonality.

Raw Materials.The
primary material utilized in motion picture production is raw
film stock. Film stock is purchased by Universal Studios from
large manufacturers of photographic products located in the US
and other countries. Availability of raw film stock is good and
no problems have been encountered. The price of raw film stock
has had low volatility, and Universal Studios further reduces
its exposure to price changes by securing its pricing under
long-term contracts with its film suppliers.

CANAL+ Group.CANAL+
Group is a key European player in the production and
distribution of pay TV, interactive services, film and TV
programming, as well as digital TV technology, sports rights
activities and internet content. Today, CANAL+ Group operates in
France, Belgium, Spain, Italy, the Benelux, Poland, and
throughout Scandinavia and Africa, with 15.9 million
subscriptions. Although the economic climate was difficult,
subscriptions increased by 577,000 in 2001, representing overall
growth of 4%.

Pay TV Channels and
Services.Canal Plus S.A., a
48.71%-owned subsidiary of CANAL+ Group (CANAL+ TV), is
Europes leading pay TV company and holds a broadcast
license in France. It produces a unique premium channel format,
offering recently released films and exclusive prime sports
events, which is broadcast in 11 countries. The remainder of
CANAL+ TV is held by the public. See
Regulation  TV & Film below. This
year, CANAL+ Group entered into a merger agreement with United
Pan-Europe Communications NV (UPC) in Poland to provide for
the merger of their satellite TV platforms, Cyfra+ and Wizja TV,
as well as the premium channel CANAL+ Group Polska. The new
platform, which is to be launched during the first quarter of
2002, is owned 75% by CANAL+ Group and Polcom Invest, and 25% by
UPC.

Theme Channels.CANAL+ Group also produces more than 40 theme channels broadcast
via cable and satellite around the world. CANAL+ Group operates
some of these channels and holds interests in others. For
example, CANAL+ Group owns a 27.4% direct interest in
multiThématiques, which leads Europe in the production of
theme channels with 40 channels aimed at niche viewers in 16
countries, totaling over 20 million subscriptions. CANAL+
Group owns an additional, indirect 9.1% in multiThématiques
and we have agreed to acquire, in connection with our
acquisition of USAs entertainment assets, Libertys
27.4% interest in multiThématiques.

In theme channels, the editorial staff of CANAL+
Group in France and iTélévision were merged to create
a news division with approximately 100 journalists. The
Studio, the new all-film Universal Studios Networks
channel, was launched in the UK in 2001. It was already
operating in Germany, Italy and Spain. In parallel, the
programming grids and presentation of some theme channels were
reviewed and modernized.

Digital TV.CANAL+
Group is also the European leader in digital TV. In 2001,
subscriptions to its various digital services grew by 18% to
6.3 million. CANAL+ Group has developed a very effective
technological base in both interactive and access control
software. CANAL+ Technologies, a wholly owned subsidiary of
CANAL+ Group, is one of the worlds leading technology
suppliers for digital TV, with almost 13 million digital
terminals equipped with its technology. In 2001, CANAL+ Group
announced the sale of its 50% stake in the Scandinavian Canal
Digital AS distribution platform to Telenor, the sole remaining
shareholder. See Recent Developments section above.

Technology.In the
technology segment, CANAL+ Technologies launched the most
innovative interactive TV platform in the US, MediaGuard/
MediaHighway. Cable operator WINfirst can now offer its
Californian subscribers a video-on-demand service, along with
mosaics of video programs organized by theme: news, sports and
childrens channels, for example. EchoStar, the
second-largest satellite TV operator in the US, is to equip its
terminals, on a non-exclusive basis, with MediaHighway, the
digital interactivity middleware developed by CANAL+
Technologies. This will allow EchoStar to deploy new interactive
services.

20



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CANAL+ Group also controls the
distribution  by digital terrestrial TV (DTT),
satellite or cable  and the marketing of channels
produced both by CANAL+ Group as well as other producers. From
its eight distribution platforms in Europe, CANAL+ Group has
built unparalleled expertise in direct customer relations and in
the organization and management of distribution networks.

Film Production.StudioCanal (a wholly owned subsidiary of CANAL+ Group) is a
European leader in the production, co-production, acquisition
and distribution of US and European films. In film distribution,
StudioCanal operates through subsidiaries and agreements in
France, Germany, Belgium, Switzerland, Italy, the UK and the
Netherlands. StudioCanal produced or co-produced 10 films that
sold over 1 million tickets in France in 2001. These
included Brotherhood of the Wolf(Eskwad), Bridget
Joness Diary(Working Title), Belphégor(Films Alain Sarde), Tom Thumb(StudioCanal) and
The Others(StudioCanal). StudioCanal won six awards at
the 2001 Cannes Film Festival, including the Palme dOr for
The Sons Roomand best director for Mulholland
Drive.

StudioCanal entered into an investment agreement
with Digital Factory, the company formed by director Luc Besson,
with a view to building the biggest and most modern digital
mixing studios in Europe. StudioCanal also entered into a
three-year agreement with CANAL+ Group, granting CANAL+ Group an
option to purchase any of the next 10 productions of Europa
Corp. (including Taxi 3, Michel Vaillantand
Fanfan la Tulipe).

StudioCanal has an extensive library of over
5,000 well-known films including Terminator 2,
Basic Instinct, The Graduate, The
Producers, The Third Man, Breathless,
Chicken Run, Billy Elliotand La Grande
Illusion.StudioCanal also operates in film and TV program
production through its subsidiary, Expand, and in VHS- and
DVD-format video distribution, music publishing and
merchandising of licensed products.

TV Production.StudioCanal acquired 100% of the French market leader in TV
production, Expand, on March 11, 2002. Successes during the
year included Popstar (ALP/ Expand), a TV show to find new
artists that attracted record audience levels on the French TV
station M6. In addition, the single made by L5, the group formed
by the show, sold over 2 million units in France on the
Universal Music label. In TV channel production, CANAL+ Group
remodeled its unencrypted programming, with the successful
launch of new shows such as Burger Quiz, +Clairand En
Aparté. There was strong growth in audience levels for
the channels most popular shows such as Les Guignolsand Le Vrai Journal de Karl Zéro.

Sports Rights
Activities.As of March 6, 2002,
a consortium, comprised of CANAL+ Group, RTL Group and
Mr. Jean-Claude Darmon, owns 97.8% of the share capital of
Sportfive, S.A., an entity that combines the sports rights
activities of Groupe Jean-Claude Darmon, Sport+ (a subsidiary of
CANAL+ Group), and UFA Sports (a subsidiary of RTL Group).
Sportfive is a leading European venture with a broad range of
international TV and marketing of sports rights, primarily for
soccer clubs, confederations and leagues all around the world.
Sportfive has more than 320 soccer clubs under contract, more
than 40 national federations and leagues, as well as the
international basketball, handball and rugby federations. The
combined rights portfolio and know-how, as well as the excellent
fit of the teams, give the company an ideal position in a
steadily growing segment.

Interactive
Services.CanalSatellite, in
conjunction with Vizzavi, launched SMS TV in France. This
service enables customers to send short text messages from their
TV sets to a mobile phone. CanalNumedia, in partnership with
StudioCanal and Monaco Telecom, developed Kiosque Ciné, an
experimental VOD service via broadband internet.

Consolidation
Efforts.In addition to the
transactions discussed above, CANAL+ Group undertook the
following significant steps in 2001 to consolidate its business:



| |   |                                                                             
| | - | ----------------------------------------------------------------------------
| |  | the sale of its 50% interest in Game One to
    Infogrames;                 
|
| |  | the sale of its interest in TV Sport and
    Eurosport International to TF1;
|
| |  | the sale of its 18.33% interest in AOL France;                              
|
| |  | the sale of its 44.25% interest in Sedat, Tunisia;                          

21



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| |   |                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------
| |  | the sale of 3.19% and 1.74% of CANAL+
    Technologies capital stock to Sogecable and Sun
    Microsystems, respectively;
|
| |  | the dilution of its ownership of Tele+s
    capital stock to 97.45%;                                                     
|
| |  | the acquisition of Extantes 37% interest in
    NC Numéricâble, thereby making it a wholly owned
    subsidiary;         
|
| |  | the delisting of StudioCanal from the stock
    market; and                                                               
|
| |  | the dilution of its interest in Servette de
    Genève to 44%.                                                            

Seasonality.Pay TV
is a subscription business. As a result, CANAL+ Group has steady
monthly income and predictable revenues. As a cyclical business,
over 50% of new subscriptions for CANAL+ Group pay TV are gained
during the first four months of the year.

Raw Materials.CANAL+ Group does not rely on the provision of any raw materials
to conduct its businesses.

Telecoms

Through Cegetel Group, a company in which we hold
a 44% interest, we are the leading private operator of fixed and
mobile telephony in France. We also provide internet access and
data services transmission in France. Through our wholly owned
subsidiary, Vivendi Telecom International (VTI), we develop
telecommunications activities outside France.

Cegetel Group.Cegetel Group was formed in 1997. In
addition to Vivendi Universals 44% interest, BT, Vodafone
and SBC own interests of 26%, 15% and 15%, respectively, of
Cegetel Groups stock. As of December 31, 2001,
Cegetel Group had approximately 15.5 million customers
(representing a 20% market share) and employed 8,400 people.
Cegetel Group is the only private operator in France covering
all telecommunications activities: mobile telephony through
Société Française
de Radiotéléphone (SFR); and fixed-line telephony
and internet through Cegetel. Its customers include residential,
small office/home office (SOHO) and corporate users. Cegetel
Groups customer spread and full-service capacity form the
core of its business plan.

Cegetel Groups strategy is to invest in its
own telecommunications networks in order to provide customers
with a wide range of high quality services. Its mobile and
fixed-line businesses are based on a joint transmission platform
through the network of its subsidiary Telecom Développement
(TD). Cegetel Group expects that having its own networks will
give it an advantage over its competitors for the arrival of
broadband. Through SFR, TD and Cegetel, Cegetel Group holds
national licenses that enable it to offer all telecommunications
services: transportation, voice and data, fixed and mobile.

Mobile Telephony.By
the end of 2001, SFR strengthened its position as the leading
private mobile telephone operator in France with
12.6 million customers  up from
10.2 million  and a 34% market share. SFR covers
98% of the population in France, and has roaming agreements with
133 countries. SFR was awarded a third-generation Universal
Mobile Telecommunications System (UMTS) license and renegotiated
the original terms with the French government, thereby securing
a significant price reduction from
(4.9 billion
to
0.6 billion),
coupled with a license fee of 1% of the revenues from UMTS
traffic. In addition, in preparation for the third generation of
mobile telephony, SFR has been participating in technical and
commercial testing in Monaco since 2001. The tests have been
carried out by our subsidiary Monaco Telecom. Monaco Telecom is
one of the pioneering operators in Europe for the development of
multimedia services on mobile, fixed and satellite networks.

While awaiting implementation of the UMTS
license, SFR launched Frances first General Packet Radio
Services (GPRS) offering in 2001. The offering enables
professional users to connect to the internet from their
portable computers and PDAs.

The diversification in the use of mobile phones
toward text and multimedia is now a reality, with over
1 billion short text messages sent and received by SFR
customers in 2001, twice as many as in 2000. SFR

22



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systematically included short messaging service
(SMS) as a first step toward mobile multimedia, in all its price
plans, and enhanced its Texto Flash service.


During the last quarter of 2001, SFR and
Universal Music France pooled their know-how to launch Universal
Music Mobile, the first music and mobile telephony for the
provision of exclusive music services, using Universal Music
content, on mobile phones to young customers.

Finally, SFR brought all of its points of sale
under one banner, Espace SFR. Their responsibilities were
broadened in terms of after-sales service and customer
assistance to facilitate the use of new services by SFR
customers.

Fixed Telephony.In
the fixed-line telephony segment, Cegetel Entreprises and
Cegetel 7 merged on March 30, 2001 to form an entity
named Cegetel to provide all fixed-line telecommunications
business. With this new entity taking the name Cegetel, the
parent company changed its name to Cegetel Group. Cegetel is
Frances leading private operator of fixed-line
telecommunications, and carried over 5 billion minutes of
traffic in 2001. Almost one home in 10 and one business user in
five is a Cegetel customer. The number of residential and SOHO
customers rose from 2.4 million to 2.9 million in
2001. Of these, more than 1.3 million preselected Cegetel
as their operator, in comparison with 600,000 at the end of
2000. Cegetel also has 14,000 business customers, including 60%
of the Euronext Paris index of 40 companies (CAC 40).

A major event for 2001 was Cegetels launch
of broadband internet access for business users throughout
France. In addition, Cegetel was the first competition for the
local communications services monopoly. Cegetel also
strengthened its corporate telephone services with customer
relations toll-free numbers and an internet site for home office
users and small and medium-sized businesses. On April 4,
2001, Cegetel sold its 36.67% interest in AOL Compuserve France.

Like SFR, Cegetel benefited from the activities
of Monaco Telecom which, in conjunction with CANAL+ Group,
launched a commercial pilot of VOD service over its ADSL
network. TD, a Cegetel subsidiary, is the most extensive private
telecommunications infrastructure network in France, with 20,000
kilometers of optical fiber and 220 points of presence. In 2001,
TD strengthened its position as the countrys premier
alternative long-distance network, carrying 2 billion
minutes of traffic a month. That traffic represents one call in
seven (fixed, mobile, national or international) and one
internet connection in four in France.

Cegetel operates the intranet for French
healthcare professionals, the Réseau Santé Social
(RSS) under a public service contract. In 2001, RSS further
expanded to become the biggest medical network, with 38,000
subscribers and 264 healthcare entities connected worldwide and
360 million electronic medical claim forms carried. In
addition, Cegetel entered into an agreement to develop a secure
e-mail service over the internet that would offer
interoperability between the networks for all electronic
communications between healthcare professionals.

VTI.VTI expanded
its fixed and mobile telephone operations outside of France over
the last three years. VTI has expanded either by acquiring
equity stakes in operators or obtaining licenses. The company
was established in Monaco in 1999, Kenya in 2000 and Morocco in
2001. In addition, the consortium formed by VTI and others in
2000 obtained a UMTS license in Spain.

VTI has significant operations in the following
countries:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Monaco
    In 1999, VTI acquired a 51% stake in Monaco Telecom and
    increased its ownership to 55% in 2001. Monaco Telecom has a
    wealthy and demanding internal market, access to
    telecommunications satellites belonging to international
    organizations, and capabilities in submarine cable networks. In
    2001, Monaco Telecom successfully launched a range of broadband
    multimedia services employing ADSL access technologies. It also
    installed a pilot UMTS network to test the equipment, customer
    terminals and first third-generation services.
|
| | Spain
    VTI is one of the main shareholders in the Xfera consortium
    that, in March 2000, obtained one of the four Spanish UMTS
    licenses. This license, with a maximum term of 30 years,
    requires that all Spanish cities with a population of over
    250,000 be covered.                                                                                                                                                                                                                                                                                               

23



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Hungary
    Vivendi Telecom Hungary is the countrys second-largest
    fixed-line telecoms operator. The company has three divisions:
    V.fon for residential and small business customers; V.com for
    medium-sized and large companies; and V.net for internet access
    provision. To keep its place in the market, Vivendi Telecom
    Hungary is implementing an ambitious investment program that
    will enable it to gradually offer its services throughout the
    country, as well as to be ready for the markets
    deregulation in 2002.
|
| | With 450,000 customers, V-fon has a 12% share of
    the Hungarian fixed-line telephony market through a monopoly
    position in nine regions. The end of the regional monopoly in
    2002 will increase its potential market from 1.4 million to
    10 million people. V.com has been developing a range of
    business user services since 1999 that are now used by 12,000
    companies, including local area networks, virtual private
    networks, Frame.Relay, IP and ATM.                                                                         
|
| | Kenya In
    January 2000, VTI was awarded Kenyas second GSM license
    and commercial services began less than seven months later. At
    the end of 2001, KenCell had more than 250,000 customers,
    compared with 56,000 for 2000. Its market share was nearly 50%,
    far exceeding the original forecasts. VTI increased its interest
    in KenCell from 40% to 60%.                                                                                                                                                                               
|
| | Morocco
    In its partial privatization of Maroc Telecom, the Moroccan
    government chose VTI as its strategic partner. In April 2001,
    VTI acquired its equity stake in Maroc Telecom for approximately
    2.4 billion.                                                                                                                                                                                                                                                                                                                              

Seasonality.Our
Telecoms business is not subject to any material seasonal
variations in operating its business.

Raw Materials.Telephone services do not require any raw materials. However,
they depend on a regular supply of electrical power. Mobile
telephone networks in certain developing countries are equipped
with fuel tanks as the national power distribution network is
not reliable.

Internet

Vivendi Universal
Net.Our internet business is run by
Vivendi Universal Net, a wholly owned subsidiary of Vivendi
Universal, and its subsidiary Vivendi Universal Net USA Group,
Inc. (VUNet USA). It includes our strategic internet initiatives
and new online ventures. By utilizing advanced digital
distribution technology, we develop e-commerce, e-services and
thematic portals that distribute the rich content of Vivendi
Universals businesses on the internet through a variety of
devices, including mobile phones, computers, PDAs and
interactive TV.

Vivendi Universal Net focuses on four major
objectives:



| |   |                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | establishing Vizzavi as the leading European
    telephone mobile portal and content and service provider on
    mobile phones;                                                        
|
| |  | developing thematic portals leveraging content,
    technology, brand equity, and subscriber bases of the Vivendi
    Universal businesses;                                            
|
| |  | developing cross-units projects for the Vivendi
    Universal businesses in the digital field such as digital media
    management (DMM) or customer relationship management (CRM); and
|
| |  | investing in and developing promising new
    ventures which relate to and enhance the value of our internet
    businesses.                                                           

Vivendi Universal Net manages Vivendi
Universals internet-related technological, investment and
business development activities, including defining group
internet strategy and serving as the bridge between our content
and new digital technologies.

VUNet USA.VUNet USA
was formed by Vivendi Universal Net in late 2001 in order to
consolidate and strengthen the US internet businesses of Vivendi
Universal in music (EMusic, GetMusic, RollingStone.com and
MP3.com), games (Flipside), technology and education
(Education.com). Through its

24



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aggregate portfolio of brands and companies,
VUNet USA reaches over 45 million unique monthly visitors
that consume entertainment and education online.


In late 2001, VUNet USA announced the acquisition
of Premium Wireless Services, Inc. (PWS), a mobile multimedia
publisher that provides private-label, wireless content
distribution solutions for network operators, mobile device
manufacturers, and entertainment/media companies worldwide. PWS
services multiple electronic points of sale, including web and
Wireless Application Portal (WAP) sites; SMS-based systems; and
voice-interactive systems that enable the searching, browsing,
previewing and ordering of mobile multimedia content. As the
parent company of YourMobile, PWS has delivered more than
90 million ringtones to more than 12 million users in
85 countries since its inception. YourMobile/ PWS content
library is licensed for international wireless data distribution
from major music publishers, more than 1,400 independent music
publishers, rights societies, and content studios.

Horizontal Portals.We have two well-known horizontal portals, which provide
internet access to diversified content-based portals (see
 Thematic Portals below).



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Vizzavi.Vizzavi,
    our 50/50 joint venture with Vodafone, is a multi-access portal
    designed to provide services and content to Vodafone and Vivendi
    Universal mobile customers throughout Europe. Vizzavi combines
    Vivendi Universals content and reach in pay TV access with
    Vodafones reach in mobile telephone access. Vizzavi is the
    default home page for Vivendi Universal and Vodafones
    subscriber base, aggregated at more than 90 million.
    Vizzavis existing services include e-mail, address book,
    calendar, SMS alerts, as well as theme channels covering news,
    sports, music, weather, games and general information. Vizzavi
    expects to enhance its mobile services by providing customers
    with access to selected services on multiple platforms,
    including personal computers and interactive TV. The mobile and
    PC portal has been launched in the UK, France, the Netherlands,
    Germany, Spain, Italy, Portugal and Greece. In addition, Vizzavi
    has recently reached a significant agreement with Vodafone
    allowing it to access airtime revenues on a shared-basis with
    local Vodafone operators, in addition to the 80% revenue share
    on all revenues generated by premium content services.
|
| | i-france.i-france,
    a wholly owned subsidiary of Vivendi Universal Net, complements
    Vizzavi. It creates portals targeting advanced internet users,
    offering services (including multi-platform e-mail, website
    creation and hosting, and shared virtual office tools) and
    themed content. It has portals in France, Switzerland, Belgium,
    Canada and Spain.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Thematic Portals.We
create leading internet portals based on thematic categories by
leveraging our content-related assets, brands and know-how. Each
branded category of web-based content and services has been
developed as a stand-alone business unit with the flexibility to
pursue growth through joint ventures, mergers or public
listings. The pan-European scope of these thematic portals is
enhanced by Vizzavi, which features these portals on a
preferred, but not exclusive, basis.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Flipside Europe.Flipside Europe is an interactive entertainment network of
    gaming sites which operates in France, the UK and Germany.
    Flipside.com is a multi-platform online gaming site providing
    both single and multi-player PC content, with an expectation to
    feature wireless games in the near future.                                                                                                                                                                        
|
| | MP3 Europe:MP3
    Europe was launched in December 2001 as a distribution platform
    of digital music on the internet. MP3 Europe aims at leveraging
    the wide brand-recognition of MP3.com in Europe. MP3 Europe is
    currently operating in the UK, France, Germany and Spain, with
    additional website launches planned for 2002.                                                                                                                                                        
|
| | Scoot.Scoot Europe
    is a multi-platform infomediary offering
    location-specific directory services and enabling transactions
    between Vivendi Universals wholly owned businesses and
    Vivendi Universal customers. Vivendi Universal now owns 100% of
    Scoot Europe, which operates in the Netherlands, Belgium and
    France. Vivendi Universal also has a minority equity stake in
    Scoot.com plc. The 50/50 joint venture with Scoot.com plc was
    terminated in July 2001.
|
| | CanalNumedia.CanalNumedia develops and leverages synergies among various
    CANAL+ Group websites in Europe. It is responsible for producing
    entertainment sites in Europe and sports and cinema                                                                                                                                                                                                                                                                                                 

25



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##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | content for dedicated portals. CanalNumedia has
    created or acquired, and manages about 20 sites to date. A
    strong brand policy is being developed around the leading CANAL+
    Group themes  sports (zidane.fr, fcna.fr), film
    (allociné.fr) and news (iTV.fr).                                                                                                                                                                             
|
| | Education.com.VUNets online education division, Education.com, is a
    global online consumer destination dedicated to assisting
    parents, students, and teachers in the learning process.
    Education.com combines standards-based content; administrative,
    assessment and communications tools; and anywhere/anytime access
    to connect a community focused on improving skills,
    strengthening relationships and keeping learning fun.

MP3 Technologies.MP3 Technologies is VUNet USAs technology arm, designed to
facilitate the storage, management, promotion and delivery of
digital content. It leverages powerful and scalable technology
to provide infrastructure solutions to Vivendi Universals
businesses as well as to third-party customers.

Internet Support Services.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | e-Brands.e-Brands
    is a wholly owned subsidiary which offers a variety of services
    to its customers in Europe that commercialize their brand names
    over the internet and mobile telephony. These include
    connectivity solutions (internet access, SMS, WAP), third-party
    billing services (flat or metered), customer relationship
    management solutions and database analysis. In addition, e-Brand
    offers turnkey solutions. e-Brands currently focuses on seven
    market segments: finance, media, service, distribution,
    industry, communities and dot-coms.
|
| | Ad 2-One.Ad 2-One
    leverages its customers website traffic and user databases
    through customized, multi-platform, online marketing tools
    ranging from enhanced banners to sponsored direct-marketing
    solutions. Following the depletion of the online advertising
    market throughout Europe, the company has recently focused
    operations on the French market.                                                                                                                                                                                                            

Venture Capital Activities.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Viventure.We have
    invested in two Viventure funds. The first, Viventure 1, is
    a venture capital fund that provides financing in the US, Europe
    and Asia and strategic and financial guidance to promising
    information technology and telecommunications start-up
    companies. The second, Viventure 2, has over 30 corporate and
    financial investors around the world including SG Asset
    Management, British Telecom, Siemens Venture Capital, Cisco
    Systems, IBM, GE Capital, Goldman Sachs, Singapore Power
    Telecom, China Development Industrial Bank and Marubeni.
|
| | SBPC.We have
    invested in SoftBank Capital Partners (SBCP), a
    $1.5 billion late-stage venture capital fund promoted and
    managed by Softbank (49.6%). SBCPs investments are mainly
    concentrated in the business-to-consumer sector. Vivendi
    Universal is the funds largest minority shareholder with
    an investment commitment of $240 million. As of
    December 31, 2001, $228 million have been called by
    SBCP.                                                                                                                                                          
|
| | @viso.@viso ceased
    its activities in 2001. All its investments were rolled up to
    their US parent entities, disposed of or shut down except for
    its retention of its 35% equity stake in People PC Europe, which
    it may convert into shares of People PC Inc.                                                                                                                                                                                                                                                                                                                            

VUNet USA Music Group.VUNet USAs online music
properties include wide-reaching brands and companies such as
MP3.com, EMusic.com, RollingStone.com and GetMusic.com.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | MP3.com, Inc.MP3 is
    home to one of the largest collections of digital music on the
    internet. MP3 features streaming and downloadable music from
    more than 185,000 artists and over 1.2 million songs and
    audio files. In addition, the company provides a wide range of
    products and services, including on-demand music subscription
    services; comprehensive genre/artist charts; premium artist
    services to showcase and promote artists; and customized B2B
    services, such as audio hosting and business music services.
|
| | GetMusic LLC.GetMusic has created a wide spectrum of online and offline music
    and lifestyle programming. As one of the internets
    highest-trafficked music content destinations, GetMusic
    intertwines artist programming with interactive features and
    community activities.                                                                                                                                                                                                                                                               

26



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| |                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | EMusic.com, Inc.Emusic offers a music discovery service that allows fans to
    download as much music as they desire for as little as $9.99 a
    month. Through direct relationships with well-known artists and
    exclusive licensing agreements with over 700 independent record
    labels, EMusic offers an expanding collection of over 200,000
    MP3s for download.
|
| | RollingStone.com.RollingStone is the internets leading authority on music
    news and popular culture. The site leverages Rolling Stone
    magazines archives; including more than 7,000 artist
    profiles, an extensive collection of exclusive photos and
    interviews, 30+ years of magazine covers, and over 1,000
    on-demand videos.                           

VUNet USA Games Group.VUNet USA Games Group, headed by
Flipside, Inc., is comprised of the Flipside Network and the
Traffic MarketPlace (TMP) Network.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Flipside
    Network.The Flipside Network consists
    of four online sites that target unique users and advertisers:
    Uproar.com, featuring popular, branded games like Name That
    Tune, Match Game, To Tell The Truthand Family Feud;
    Flipside.com, featuring casual games users play for prizes;
    iwin.com, specializing in sweepstakes and lotto games; and
    VirtualVegas.com, the largest free online casino. With over
    20 million unique visitors a month, Flipside, Inc. reaches
    nearly one out of five people on the internet, and serves over
    one-half billion advertising impressions per month.
|
| | The TMP Network.The
    TMP Network is a large aggregator of pop-under advertising
    traffic on the internet and works with premium publishers to
    deliver advertiser results and user experiences.                                                                                                                                                                                                                                                                                                                                                                                                                                  

Seasonality.The
internet business does not have any material seasonality
concerns.

Raw Materials.No
raw materials are required for the operations of the internet
business.

Environmental Services

We own 63% of the share capital of Vivendi
Environnement, a société anonyme à directoire
et conseil de surveillance,incorporated in 1995 pursuant to
the French commercial code. Vivendi Environnement is divided
into four major divisions, each with its own brand identity and
area of specialty. Vivendi Water, which is comprised primarily
of Générale des Eaux (GdE), Vivendi Water Systems, and
US Filter, specializes in water and wastewater treatment and
systems operation; Onyx specializes in waste management; Dalkia
specializes in energy services (excluding the sale, production
and trading of electricity); and Connex specializes in
transportation services. Vivendi Environnement also owns 49% of
the holding company that controls Fomento de Construcciones y
Contratas (FCC) and thus jointly manages Spains
leading environmental services company.

In July 2001, Vivendi Environnement joined the
CAC 40, which is comprised of the 40 companies with the largest
market capitalizations listed on the Paris Stock Exchange. On
October 5, 2001, Vivendi Environnement was listed on the
NYSE (ticker symbol: VE). On December 17, 2001,
Vivendi Universal disposed of 9.3% of Vivendi Environnement
capital stock. Simultaneously, Vivendi Environnement issued
warrants to its shareholders, on a basis of one warrant per
outstanding share. Each holder of seven warrants is entitled to
purchase one share of Vivendi Environnement at
55 from
December 17, 2001 to March 17, 2006.

Vivendi Environnements strategy is to use
its broad range of services and extensive experience to
capitalize on increased demand for reliable, integrated and
global environmental management services. It leads an emerging
trend toward the creation of comprehensive packages of
large-scale, customized, integrated environmental management
services to governmental and commercial clients.

Vivendi Environnement is the worlds leading
provider of environmental management services in terms of
revenue. Vivendi Environnement has the expertise to offer its
clients a comprehensive array of environmental services in an
integrated service package; for example: to supply water to, and
recycle the water used in, a customers facility; collect,
sort and treat waste generated in the facility; heat and cool
it; optimize the industrial processes used in it; and maintain
it.

27



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Vivendi Environnement is organized into four
divisions: water, waste management, energy and transportation.

Water.Through its
wholly owned subsidiary Vivendi Water, Vivendi Environnement is
the worlds leading provider of outsourced and privatized
water and waste water treatment services and systems. Vivendi
Waters three main subsidiaries are: CdE, which is the
leading water and waste water services company in Europe and has
operations worldwide; US Filter, North Americas leading
water services and equipment company; and Vivendi Water Systems,
a leading designer and provider of water systems. In October
2001, Vivendi Water sold Johnsons Screens, a subsidiary of
US Filter and used the proceeds of the sale to reduce the
indebtedness of Vivendi Environnement.

Vivendi Water provides the following services and
products: municipal and industrial outsourcing; water treatment
systems and equipment; and bottled water and household
filtration products. Vivendi Water has three types of customers:
municipalities, industrial firms and consumers. Vivendi Water
provides its services and products in France and abroad,
including Australia and China; contract terms in France are
approximately 12 years, and elsewhere, approximately
20 years.

Waste Management.Through Onyx and its holding in FCC,
Vivendi Environnement is a global leader in waste
management  the largest in Europe and the third
largest in the world. Vivendi Environnement provides waste
management services to 74 million people on five
continents. Vivendi Environnements core waste management
operations fall into two main categories: waste collection and
related services; and waste disposal and treatment. Waste
collection involves the collection and transfer of waste;
recycling; commercial and industrial cleaning; and street
cleaning. The services of waste disposal and treatment entail
the treatment of non-hazardous solid waste as well as hazardous
waste. This category also involves landfill disposal,
waste-to-energy and incineration plants, and composting.

In 2001, Onyx entered into a 50/50 joint venture
with the chemical group Rhodia for the treatment of toxic
industrial waste in South Korea. In addition, in May 2001,
Vivendi Environnement established a holding company with the
Danish foundation Marius Pedersen (Marius Pedersen/Onyx Holding
held 65% by Onyx), specializing in waste treatment, and
operating in Denmark, Sweden, Czech Republic and Slovakia. Onyx
entered into several major contracts including a 5-year contract
for the collection of domestic waste in Tanglin Bukit-Merah,
Singapore; a 30-year contract for the development and operation
of the Sheffield, UK integrated waste management system; a
contract for the collection (7 years) and treatment
(14 years) of waste in Londons Bromley area; and,
through its affiliate Onyx Ta-Ho Environmental Services, three
20-year contracts in Taiwan for treatment and waste-to-energy
services.

Energy Services.Through Dalkia, Vivendi Environnement is a leading European
energy management services provider offering a wide range of
energy services, including industrial utilities and facilities
management services, in 29 countries. Vivendi Environnement
provides energy services to both public and private customers,
in France and abroad, with long-term contracts. These energy
services are provided primarily through three Dalkia
subsidiaries: Dalkia France; Dalkia International (for foreign
customers); and Edenkia (a joint effort with Electricité de
France, combining customized energy and technical services with
economical power generation). Dalkias integrated package
of services include energy management, industrial utilities
services, and facilities management. In 2001, Dalkia acquired
Siram, the second largest Italian heating management company.

Transportation.Through Connex, Vivendi Environnement
is a leading European private operator of local and regional
passenger transportation services. Connex and its subsidiaries
provide integrated transportation solutions involving bus,
train, maritime, tram and other networks. In addition, Connex
operates road and rail passenger transportation networks under
contract with national, regional and local transit authorities.
During 2001, Connex won two privatization contracts in the
Netherlands and three privatization contracts in Poland. Connex
also acquired 50% of Combus assets, a Danish regional bus
operator. In the US, the acquisition of Yellow Transportation
has enabled Connex to win its first urban transport contracts.

FCC.FCC, a public
company listed on the Madrid Stock Exchange, is one of
Spains largest companies. In October 1998, Vivendi
Universal acquired a 49% interest in the holding company that
owns

28



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57% of FCC from Ms. Esther Koplowitz (who is
a member of our Board of Directors). Under the terms of an
option agreement dated October 6, 1998 between Vivendi
Universal and Ms. Koplowitz, Ms. Koplowitz has an
option, exercisable between April 18, 2000 and
October 6, 2008, to sell Vivendi Universal her 51% interest
in the holding company. FCCs main activities are
construction, waste and water services, and cement production.
As part of its international expansion, Vivendi Environnement
consolidated most of its water and waste treatment businesses
with FCCs operations in Latin America and the Caribbean in
Proactiva.


Seasonality.Because
of the nature of our operations and our worldwide presence, our
business is typically not subject to material seasonal
variations.

Raw Materials.We
purchase raw materials on a worldwide basis from numerous
suppliers. We undertake to secure strategic materials through
medium-term and long-term contracts. We have not experienced
difficulties in obtaining sufficient amounts of raw materials
and supplies in recent years and we anticipate that we will be
able to do so in the future. The price of raw materials and
supplies may vary substantially in the future. Our operations
historically have not been, and are not expected to be in the
future, materially affected by changes in the price or
availability of fuel or other raw materials, as our contracts
typically contain provisions designed to compensate us for
increases in the cost of providing our services.

Other Businesses

Paris St.-Germain
Club.Since 1991, CANAL+ Group has
managed the Paris Saint-Germain (PSG) club, a leading
French soccer club with over 30,000 season ticket holders. In
2001, CANAL+ Group increased its interest in PSG to 90.88%. In
addition, in 2001, CANAL+ Group reduced its ownership in
Genevas Servette soccer team to 44%. CANAL+ Group believes
that direct involvement in club management enables it quickly to
identify and exploit emerging trends in sports rights management.

Retail Stores and Development of Entertainment
Software.USG is involved in other
businesses, including the operation of retail gift stores and
the development of entertainment software. It owns Spencer
Gifts, Inc. which operates through three groups of stores:
Spencer, DAPY and Glow gift shops. Spencer, DAPY and Glow sell
novelties, electronics, accessories, books and trend-driven
products. The Spencer, DAPY and Glow stores compete with
numerous retail firms of various sizes throughout the US, Canada
and the UK, including department and specialty niche-oriented
gift stores.

USG also owns approximately 27% of SEGA GameWorks
LLC, which designs, develops and operates location-based
entertainment centers. SEGA GameWorks currently owns and
operates twelve such centers throughout the US. Universal
Studios New Media, Inc. develops entertainment software,
including the Crash Bandicoot and Spyro game series, is
responsible for the development and maintenance of USGs
websites and manages our minority interest in Interplay
Entertainment Corp., an entertainment software developer.

Real Estate Investment/Development.We have decided to withdraw from the
real estate business by restructuring our wholly owned real
estate subsidiary into two principal groups of companies: Nexity
and Vivendi Valorisation. In July 2000, we sold 100% of Nexity.
Vivendi Valorisation holds our remaining investment property
assets, which include land and land development rights,
commercial property (owned and leased) and loans extended to
finance commercial property sales. The majority of these assets
are associated with our past involvement in complex, long-term
residential and commercial property development projects which
cannot easily be sold. We intend to divest these assets as and
when opportunities arise. Nexity will manage the assets of
Vivendi Valorisation pending their sale, pursuant to a services
agreement.

29



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Organizational Structure

The following table shows the subsidiaries
through which we conducted the majority of our operations as of
December 31, 2001:

|                       |                                       |                                                           |  |            |         |           |  |              |              |  |  |      |      |  |  |      |      | 
|---------------------- | ------------------------------------- | --------------------------------------------------------- |  | ---------- | ------- | --------- |  | ------------ | ------------ |  |  | ---- | ---- |  |  | ---- | ---- | 
|                       |                                       | Country of                                                |  | Accounting |         | Ownership |  | Controlling 
|                       |                                       | Incorporation                                             |  | Method     |         | Interest  |  | Interest    
|                       |                                       |                                                           |  |            |         |           |  |             
|VIVENDI UNIVERSAL      |                                       |                                                           |  |            |         |           |  |              |              |  |  |      |      |  |  |     
|Media & Communications |                                       |                                                           |  |            |         |           |  |              |              |  |  |      |      |  |  |     
|Music                  |                                       |                                                           |  |            |         |           |  |              |              |  |  |      |      |  |  |     
|                       | Centenary Holding N.V                 |                                                           |  | Holland    |         |           |  | Consolidated |              |  |  | 92%  |      |  |  | 92%  |     
|                       |                                       | Universal Music (UK) Holdings Ltd.                        |  |            | UK      |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Universal Holding GmbH                                    |  |            | Germany |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Universal Music K.K.                                      |  |            | Japan   |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Universal Music S.A. France                               |  |            | France  |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       | Universal Studios, Inc.               |                                                           |  | USA        |         |           |  | Consolidated |              |  |  | 92%  |      |  |  | 92%  |     
|                       |                                       | Polygram Holding, Inc.                                    |  |            | USA     |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Interscope Records                                        |  |            | USA     |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Def Jam Records, Inc.                                     |  |            | USA     |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|Publishing             |                                       |                                                           |  |            |         |           |  |              |              |  |  |      |      |  |  |     
|                       | Vivendi Universal Publishing S.A.     |                                                           |  | France     |         |           |  | Consolidated |              |  |  | 100% |      |  |  | 100% |     
|                       |                                       | Houghton Mifflin Company                                  |  |            | USA     |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Vivendi Universal Games, Inc.                             |  |            | USA     |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Groupe Express-Expansion S.A.                             |  |            | France  |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Groupe Moniteur S.A.                                      |  |            | France  |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Editions Robert Laffont S.A.                              |  |            | France  |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Promotec 5000 S.R.L.                                      |  |            | Spain   |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Larousse-Bordas S.A.                                      |  |            | France  |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Groupe Tests S.A.                                         |  |            | France  |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Comareg S.A.                                              |  |            | France  |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|TV & Film              |                                       |                                                           |  |            |         |           |  |              |              |  |  |      |      |  |  |     
|                       | Groupe Canal+ S.A.                    |                                                           |  | France     |         |           |  | Consolidated |              |  |  | 100% |      |  |  | 100% |     
|                       |                                       | Canal Plus S.A.(1)                                        |  |            | France  |           |  |              | Consolidated |  |  |      | 49%  |  |  |      | 49%  | 
|                       |                                       | CanalSatellite S.A.                                       |  |            | France  |           |  |              | Consolidated |  |  |      | 66%  |  |  |      | 66%  | 
|                       |                                       | StudioCanal S.A.                                          |  |            | France  |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       | Universal Pictures International B.V. |                                                           |  | Holland    |         |           |  | Consolidated |              |  |  | 92%  |      |  |  | 92%  |     
|                       | Universal Studios, Inc.               |                                                           |  | USA        |         |           |  | Consolidated |              |  |  | 92%  |      |  |  | 92%  |     
|                       |                                       | Universal City Studios, Inc.                              |  |            | USA     |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | USANi LLC                                                 |  |            | USA     |           |  |              | Equity       |  |  |      | 49%  |  |  |      | 0%   | 
|Telecoms               |                                       |                                                           |  |            |         |           |  |              |              |  |  |      |      |  |  |     
|                       | Cegetel Group S.A.(2)                 |                                                           |  | France     |         |           |  | Consolidated |              |  |  | 44%  |      |  |  | 59%  |     
|                       |                                       | Cegetel S.A.(3)                                           |  |            | France  |           |  |              | Consolidated |  |  |      | 80%  |  |  |      | 90%  | 
|                       |                                       | Société Française du
    Radiotéléphone
    (S.F.R.) S.A. |  |            | France  |           |  |              | Consolidated |  |  |      | 80%  |  |  |      | 80%  | 
|                       | Vivendi Telecom International S.A.    |                                                           |  | France     |         |           |  | Consolidated |              |  |  | 100% |      |  |  | 100% |     
|                       |                                       | Vivendi Telecom Hungary                                   |  |            | Hungary |           |  |              | Consolidated |  |  |      | 100% |  |  |      | 100% | 
|                       |                                       | Kencell S.A.                                              |  |            | Kenya   |           |  |              | Consolidated |  |  |      | 60%  |  |  |      | 60%  | 
|                       |                                       | Monaco Telecom S.A.M.                                     |  |            | Monaco  |           |  |              | Consolidated |  |  |      | 55%  |  |  |      | 55%  | 
|                       |                                       | Maroc Telecom S.A.(2)                                     |  |            | Morocco |           |  |              | Consolidated |  |  |      | 35%  |  |  |      | 51%  | 
|                       |                                       | Elektrim Telekomunikacja S.A.                             |  |            | Poland  |           |  |              | Equity       |  |  |      | 49%  |  |  |      | 49%  | 
|                       |                                       | Xfera Moviles S.A.                                        |  |            | Spain   |           |  |              | Equity       |  |  |      | 26%  |  |  |      | 26%  | 

30



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|                       |                                        |                              |  |            |         |           |  |                              |              |  |     |      |      |  |     |      |      | 
|---------------------- | -------------------------------------- | ---------------------------- |  | ---------- | ------- | --------- |  | ---------------------------- | ------------ |  | --- | ---- | ---- |  | --- | ---- | ---- | 
|                       |                                        | Country of                   |  | Accounting |         | Ownership |  | Controlling                 
|                       |                                        | Incorporation                |  | Method     |         | Interest  |  | Interest                    
|                       |                                        |                              |  |            |         |           |  |                             
|Internet               |                                        |                              |  |            |         |           |  |                              |              |  |     |      |      |  |     |     
|                       | Vivendi Universal Net S.A.             |                              |  | France     |         |           |  | Consolidated                 |              |  |     | 100% |      |  |     | 100% |     
|                       |                                        | i-France S.A.                |  |            | France  |           |  |                              | Consolidated |  |     |      | 100% |  |     |      | 100% | 
|                       |                                        | Scoot Europe N.V.            |  |            | Belgium |           |  |                              | Consolidated |  |     |      | 100% |  |     |      | 100% | 
|                       |                                        | Ad-2-One S.A.                |  |            | France  |           |  |                              | Consolidated |  |     |      | 100% |  |     |      | 100% | 
|                       |                                        | CanalNumedia S.A.            |  |            | France  |           |  |                              | Consolidated |  |     |      | 100% |  |     |      | 100% | 
|                       |                                        | Vizzavi Europe Ltd.          |  |            | UK      |           |  |                              | Equity       |  |     |      | 50%  |  |     |      | 50%  | 
|                       |                                        | Scoot.com plc                |  |            | UK      |           |  |                              | Equity       |  |     |      | 22%  |  |     |      | 22%  | 
|                       | Vivendi Universal Net USA. Group, Inc. |                              |  | USA        |         |           |  | Consolidated                 |              |  |     | 100% |      |  |     | 100% |     
|                       |                                        | MP3.com, Inc.                |  |            | USA     |           |  |                              | Consolidated |  |     |      | 100% |  |     |      | 100% | 
|                       |                                        | EMusic, Inc.                 |  |            | USA     |           |  |                              | Consolidated |  |     |      | 100% |  |     |      | 100% | 
|                       |                                        | Flipside, Inc./ Uproar, Inc. |  |            | USA     |           |  |                              | Consolidated |  |     |      | 83%  |  |     |      | 83%  | 
|Environmental Services |                                        |                              |  |            |         |           |  |                              |              |  |     |      |      |  |     |     
|                       | Vivendi Environnement S.A.             |                              |  | France     |         |           |  | Consolidated                 |              |  |     | 63%  |      |  |     | 63%  |     
|                       |                                        | Vivendi Water S.A.           |  |            | France  |           |  |                              | Consolidated |  |     |      | 100% |  |     |      | 100% | 
|                       |                                        | CGEA Onyx S.A.               |  |            | France  |           |  |                              | Consolidated |  |     |      | 100% |  |     |      | 100% | 
|                       |                                        | CGEA Connex S.A.             |  |            | France  |           |  |                              | Consolidated |  |     |      | 100% |  |     |      | 100% | 
|                       |                                        | Dalkia S.C.A.                |  |            | France  |           |  |                              | Consolidated |  |     |      | 66%  |  |     |      | 66%  | 
|                       |                                        | FCC S.A.(4)                  |  |            | Spain   |           |  | Proportionately Consolidated |              |  | 28% |      |      |  | 49% |     






|    |                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Consolidated because Vivendi Universal has a
    majority of the seats on the Board of Directors, bears the
    operational risk and rewards of Canal Plus and no other
    shareholder or groups of shareholders exercise substantive
    participating rights, which would allow them to veto or block
    decisions taken by Vivendi Universal.                                       
|   
|(2) | Consolidated because, through a
    shareholders agreement, Vivendi Universal has a majority
    of the shareholder voting rights and no other shareholder or
    groups of shareholders exercise substantive participating
    rights, which would allow them to veto or block decisions taken
    by Vivendi Universal.                                                               
|   
|(3) | Formerly Cegetel 7 and Cegetel Entreprises which
    were merged on March 31, 2001 and renamed Cegetel, a
    company 80% owned by Cegetel Group and 20% by Télécom
    Développement, a company that is, in turn, owned 50% by
    Cegetel Group (which, combined, comprise Cegetel Groups
    90% holding of Cegetel. Télécom Développement is
    accounted for by the equity method.
|   
|(4) | Proportionately consolidated because Vivendi
    Environnement holds a 49% in B 1998 SL, the Spanish holding
    company that owns 56.5% of FCC. Vivendi Environnements
    interest in the holding company is subject to a
    shareholders agreement pursuant to which they have the
    right of equal representation on the major executive bodies of
    FCC.                     

Property, Plants and Equipment

In connection with our Music, Publishing, TV
& Film and specialty retail (specifically, Spencer Gifts)
businesses, we own manufacturing facilities in the US, Germany
and the UK and office buildings and warehouse facilities in
various countries. To support the rest of its business
operations around the world, Vivendi Universal leases the
majority of the real estate it requires.

USG owns, develops and manages the Universal City
complex in Hollywood, California, spanning approximately
415 acres and comprised of: Universal Studios, a complex of
production and studio facilities and supporting office space;
the Universal Studios Hollywood Theme Park and CityWalk, an
integrated retail and entertainment complex offering shopping,
cinemas, dining and open-area food and beverage facilities;
10 Universal City Plaza, a 750,000 square foot office
building occupied by Universal Studios and leased to outside
tenants; the Sheraton-Universal Hotel, owned by Universal
Studios and leased to Sheraton; and the Hilton Hotel, which
Universal Studios leases to the entity owning and operating the
hotel. In addition,

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Universal Studios owns the following theme park
facilities: Universal Studios Florida and Islands of Adventure,
in Orlando, Florida; Universal Studios Japan in Osaka, Japan;
and Universal Mediterranea near Barcelona, Spain.


In connection with its environmental services
businesses, Vivendi Environnement generally conducts its water,
energy services and transportation operations at premises owned
by its customers; as a result, Vivendi Environnement does not
own any significant physical properties in connection with those
operations. With regard to its waste management services,
Vivendi Environnement owns or operates approximately
120 sorting, recycling and transfer facilities (not
including waste paper facilities), 119 solid waste landfill
sites and 83 incineration and waste-to-energy transformation
facilities worldwide.

Vivendi Environnement is currently in the process
of renovating a building located at 36-38 avenue Kléber,
75116, Paris, France for use as its headquarters. Vivendi
Environnement will lease the building for approximately
10.4 million
per year. It expects to spend an additional
9 to
10 million renovating the building. The renovations are
expected to be complete by May 2002. Vivendi Environnement will
occupy approximately 15,000 square meters of the building, using
it for offices for members of its management and senior managers
of its principal subsidiaries.

We have various commitments for the purchase of
property, plant and equipment, materials, supplies and items of
investment related to the ordinary conduct of business.

Competition

Music

The profitability of a companys recorded
music business depends on its ability to attract, develop and
promote recording artists, the public acceptance of those
artists and the recordings released in a particular period. UMG
competes for creative talent both for new artists and those
artists who have already established themselves through another
label with the following major record companies: EMI,
Bertelsmann Music Group, Warner Music Group and Sony Music
Entertainment. Universal Music also faces competition from
independents such as Zomba, who are frequently distributed by
other major record companies. The music industry also competes
for consumer discretionary spending with other entertainment
products such as video games and motion pictures. Following a
pattern established in the US, European retailers have begun to
consolidate, and in Europe increasing quantities of product is
being sold through multinational retailers and buying groups and
other discount chains. This has increased competition for shelf
space among the recorded music companies. In addition, in 2001,
we believe that music lost retail shelf space as a result of the
growing success of DVD video. Finally, the recorded music
business continues to be adversely affected by counterfeiting,
piracy, home CD burning and parallel imports. UMGs joint
venture with Sony Music Entertainment, PressPlay, will respond
to this threat by providing an on-demand music subscription
service that offers customers a broad range of online music
while respecting artists rights. UMG is also considering
several encryption alternatives that would limit the ability to
make unlimited copies from purchased CDs.

Publishing

In literature, VUPs competitors are Random
House/ Bertelsmann, Harper Collins/ NewsCorp., and Penguin/
Pearson operate throughout the world, and VUPs principal
competitor in France is Lagardère.

In the reference segment, Encarta/ Microsoft,
Encyclopedia Britannica, Oxford University Press and Grolier/
Lagardère are competitors worldwide.

VUPs main competitors in the school sector
are Pearson, McGraw and Reed-Harcourt in the US, Hachette/
Lagardère in France, and Santillana in Spain. In the
university segment, Pearson, McGraw and Thomson operate
worldwide.

In the childrens interactive segment, VUP
competes with TLC, Infogrames, Disney, Lego and Scholastic
worldwide. Similarly, in games, worldwide competitors are
Electronic Arts, Activision, THQ, Microsoft, Ubisoft,
Infogrames, Capcom, Konami and Sega.

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In the consumer press segment, VUPs main
competitors in France are Artémis (Le Point),
Perdriel (Nouvel Observateur, Challenge),
PrismaBertelsmann (Capital) and Pearson (Enjeu
les Echos).

TV & Film

USG.Universal
Studios (through its subsidiary, Universal Pictures) faces seven
major competitors in this industry in the US, as well as several
independents, that compete aggressively in all aspects of the
production, acquisition and distribution of motion pictures.
These major competitors are The Walt Disney Company, Warner
Bros., DreamWorks SKG, Paramount Pictures Corporation,
Metro-Goldwyn-Mayer Studios, Inc., Twentieth-Century Fox Film
Corporation and Sony (through Columbia/ Tri-Star and Sony
Pictures). The major US studios compete against each other and
against independent motion picture companies for product, talent
and box office revenue from distribution. Market share in the US
and international markets varies widely from picture-to-picture,
by distribution timing and geographic market, and year-to-year
given the volatility in the commercial acceptance of motion
pictures by consumers. Outside the US and Canada, USGs
theatrical distribution joint venture, UIP, competes with other
distributors in the international theatrical distribution
market. In the years 2000 and 2001, Universal Pictures ranked
number two in US theatrical market share.

USG competes aggressively against other major
theme park operators including The Walt Disney Company, Anheuser
Busch Companies, Paramount Parks, Six Flags Theme Parks, Inc.
and Cedar Fair, LP, and is third both in the US and
internationally (behind Disney and Six Flags) in annual
attendance.

CANAL+ Group.CANAL+
Group is a leader in the production of pay TV channels, both
stand-alone branded channels and theme channels, within highly
competitive national and international markets. The increase in
the number of broadcasting channels, made possible by digital
technology on cable, satellite and, more recently, the DTT
network, has brought new entrants into the pay-TV segment.
Competition remains a primarily national challenge, however, due
to the specific characteristics of each country. The situation
in theme channels is somewhat different, with international
growth of labels launched by media companies and US studios.
Examples include MTV and Fox Kids. Audiences are increasingly
attracted by targeted channels with a clearly defined
personality.

The European multichannel sector is relatively
new, and the potential for growth has attracted significant
competitors to the French market where CANAL+ Group operates
through CANAL+ TV, CanalSatellite and NC Numéricâble.
Competitors include Télévision par Satellite and some
cable operators. Competitors of Sogecable in Spain are the
Telefonica subsidiary, Via Digital, the DTT operator Quiero and
several cable operators.

StudioCanal is a major European player in film
and TV program production and distribution. Its principal
competitors are other US and French producers.

Telecoms

The telecommunications industry in France is
currently very competitive. In mobile telephony, Cegetel
Groups SFR competes with Orange France (controlled by
France Telecom) and Bouygues Télécom. In fixed-line
telephony, apart from the incumbent, state-controlled operator
France Telecom, the main competitors are Tele2 and 9 Telecom,
for the general public; and Siris, Colt, LDCom and Completel,
for corporate customers.

Internationally, competition in telephone
services began several years ago as a result of the widespread
movement to deregulate markets and privatize public operators
that previously held a monopoly. VTIs competitors are:
Matav (Hungary); the former Serbian public operator in Kosovo;
and TPSA and its mobile subsidiary (Poland).

Internet

The market for web-based services is rapidly
evolving, with Yahoo! and AOL having succeeded in establishing a
strong European presence. With approximately 50 million
unique visitors, Vivendi Universal is the second media and
communications group worldwide in terms of audience on the
internet (source:

33



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##### 



MMXI), after AOL Time Warner, with a reach of
almost 55% worldwide. Other competitors include Disney, Newscorp
and Viacom, whose online activities are mostly focused on the US
market, and France Telecom in France. Through Vizzavi and the
experience brought by Cegetel Group and CANAL+ Group, Vivendi
Universal Net is well placed to broaden its online activities
into the growing opportunities around distribution of digital
content on multiple platforms like mobile phones and interactive
TV.


Environmental Services

Vivendi Environnement is the leading provider of
environmental management services in the world. With regard to
integrated, large-scale environmental management services in
particular, its competitors include Suez of France and RWE of
Germany.

As the worlds leading private provider of
water services to municipalities and industrial firms, Vivendi
Environnement competes primarily with Suez (through its water
business Ondeo), RWE (through its UK subsidiaries, Thames Water
and American Water Works), Anglian Water, Severn Trent and Saur.
Vivendi Environnements waste management operations are
carried out mainly in Europe, where it is the market leader.
Vivendi Environnements main European competitor is Suez.
Vivendi Environnements major competitors in the US include
Waste Management, Allied Waste, Republic Services and Safety
Kleen. Vivendi Environnements traditional competitor in
district thermal management is Suez, through its subsidiary
Elyo. Vivendi Environnement faces increasing competition from
RWE, E.on, Texas Utilities and Power Gen, especially in eastern
and central Europe. Vivendi Environnements competitors in
cogeneration consist primarily of RWE, E.on, Texas Utilities,
Endesa, National Power and Power Gen. Vivendi Environnement
competes primarily with Honeywell and Johnson Control for
facilities management business. Vivendi Environnement has a 20%
share of the privately run passenger transportation market in
France, 10% of the privately run rail market in the UK and 22%
of the privately run passenger road transportation market in
Scandinavia. Vivendi Environnements competitors include:
Stagecoach in Europe; National Express, First Group, Arriva and
Go Ahead in the UK; and Kéolis and Transdev in France.

FCC is the leading private provider of waste
management services in Spain, with an overall market share of
more than 40%. Its primary competitor in this market is Cespa.
After Aguas de Barcelona, FCC is the leading private operator in
the water and waste water treatment market in Spain. Regarding
the cement production, FCC is the only major presence in Spain,
with approximately 17% of the market. Its main competitors are
the Spanish branches of Cemex, Holderbank and Lafarge. Regarding
the construction market, FCC is one of the five major entities
in Spain.

Research & Development

Research and development in technology plays a
critical role in developing Vivendi Universals businesses.
Our research, development and innovation (RDI) strategy targets
two main objectives: better performance and lower prices of our
products, and the multiple-access distribution of digitized
content.

Music

UMG is pursuing the following RDI projects:



| |   |                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | wireless applications for the delivery of
    text-based information about artists to wireless enabled
    consumers;                                                                                                                                         
|
| |  | broadband PC and interactive TV applications for
    the delivery of programmed and on-demand video music content to
    broadband consumers;                                                                                                                 
|
| |  | cross-platform, enhanced CD players that would
    allow consumers to access additional metadata and content stored
    on CDs along with a set of authoring tools that would assist UMG
    in creating both enhanced CDs and other new physical formats; and
|
| |  | a digital distribution architecture involving
    enhanced value chain management capabilities.                                                                                                                                                               

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Publishing

VUP is committed to digitizing content throughout
all of its divisions in order to anticipate developments and
innovation in other new technologies, products and services.
These innovations include: downloading; print-on-demand;
e-testing in knowledge (corporate and school); childrens
portable devices; cross-platform edutainment; and
OLMMP (persistent universe in games). Overall, VUP invested
17.5 million
in RDI in 2001.

TV & Film

DVD.Both Universal
Studios and CANAL+ Group have ongoing research projects in the
creation of complementary content and services specifically in
DVD.

Interfaces.CANAL+
Group focuses on the design and choice of WAP and multi-device
interfaces (e.g., TV, internet, CD, DVD, etc.) that will allow
both the content and the services of all our businesses to be
accessed on a broad range of computers, mobile phones, PDAs, TVs
and other terminals.

Digital Production and Distribution.In 2001, CANAL+ Group spent
48 million on
RDI, investing primarily in new digital technology and image
treatment. Digital encoding and multimedia formatting and
structuring of content, including: Croma and content
authoring and rendering audio format (Caraf) projects,
Audio Advanced Coding (AAC) digital encoding and DVD as a
music medium; and image-compression technologies on DVD,
audiovisual catalogue encoding and delivery; digital cinema; and
digitization/indexation for distribution of existing and new
content online.

Digital distribution and rights management,
including: Blue Matter project for distributing protected music
over the internet; image watermarking technologies; CANAL+
Technologies encryption and decryption technology; Cegetel
and CANAL+ Group smart-card protection technologies; active
participation in the Secure Distribution of Music
Initiative (SDMI) in collaboration with major record labels
and multimedia device manufacturers; super-distribution project
for tracking copyright payments when purchasers redistribute
purchased content themselves, as well as setting up and testing
of a rights payment clearing house.

Telecoms

Cegetel Group.Continuing its RDI initiatives launched in 2000, Cegetel Group
focused on four complementary areas:



| |   |                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | involvement in national research networks through
    cooperation programs and a highly active presence in the bodies
    that make decisions and define strategy;
|
| |  | contribution to university research projects
    through the Cegetel Corporate Foundation and closer ties with
    the academic world;                            
|
| |  | active participation in the standardization of IP
    and third-generation mobile phones; and                                                                     
|
| |  | reinforcement of new service prototyping, with
    around 20 innovative services.                                                                                 

Due to its structure and size, Cegetel Group has
opted for a strategy of research networking. The fit between the
academic and industrial worlds, public sector laboratories and
operators helps optimize research endeavors and ensure that
project results are pooled effectively. Cegetel Group is
positioning itself firmly in the field of pre-competitive RDI by
focusing on the problems of integrating standard components. It
is also, however, positioning itself in the preparation of new
technologies such as all-IP networks (including Ipv6), and
third-generation mobile telephony (in collaboration with Monaco
Telecom) through its existing platforms. Cegetel Group invested
48 million
in RDI in 2000.

VTI.VTI is not
currently pursuing any RDI projects.

35



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##### 



Internet

Vivendi Universal Net is developing
authentication and single log-in functions to bring ease of use
to its website customers while securing private data and
information.

Distribution

In addition to the RDI initiatives by Vivendi
Universals individual business units, some business units
are making joint efforts in the field of research and
development. Physical distribution and logistics RDI include:
mobile networks (setting up high-bandwidth GPRS networks and
preparing and deploying UMTS networks), cable, fiber optic,
satellite and new media (e.g. mini CD-dataplay, e-books, memory
cards, etc.); information systems, such as supply chain
management, Enterprise Resources Planning (ERP) and workflow;
and terminals, such as mobile telephones, set-top boxes, TVs,
PDAs and computers. Commercial RDI projects, include: CRM;
payment systems, such as e-wallet (Magex) and secure Cegetel and
CANAL+ Group payment systems; relationship marketing and data
mining; and activation and delivery of interfaces used to
provide content to end-users; and WAP site, website and CANAL+
Group interfacing to provide access to programs and services to
Vivendi Universal businesses customers.

Environmental Services

RDI is a critical component of Vivendi
Environnements ongoing effort to provide its customers
with cost-effective and environmentally sound products and
services. A Research and Development Directive coordinates the
RDI projects and manages the commitment of the necessary
resources through Vivendi Environnements global research
centers: Anjou-Recherche (water), CREED (cleaning and energy),
and EUROLUM (transportation). One of Vivendi
Environnements primary focus areas concerns environmental
health, seeking solutions for the battle against emerging
hazards.

Another RDI focus is the preservation of
resources such as water, ground and air. Vivendi
Environnements energy RDI concerns improvement of thermal
plant performance, development of low-power combined heat and
power systems, and development of renewable energy and advanced
heat storage systems. In transportation, Vivendi
Environnements RDI focuses on the promotion of mass
transportation.

Regulation

Music

The recorded music, music publishing,
manufacturing and distribution businesses comprising UMG are
subject to applicable national statutes, common law and
regulations in each territory in which it operates; in the US,
these agencies include, without limitation, the US Department of
Justice, the Federal Trade Commission (FTC), the Environmental
Protection Agency and the Occupational Health and Safety
Administration, and in the various states they include the
Attorney General and other labor, health and safety agencies. In
addition, in the US, certain companies in UMG entered into a
Consent Agreement in 2000 with the Federal Trade Commission
wherein they agreed for seven years that they will not make the
receipt of any co-operative advertising funds for their
pre-recorded music product contingent on the price or price
level at which such product is advertised or promoted.

In the European Union, UMG is subject to
additional pan-territorial regulatory controls, in particular
relating to merger control and antitrust regulation. UMG is also
subject to an undertaking given to the European Commission
arising out of Vivendis purchase of Seagram, which, for a
limited period, requires that UMG shall not discriminate in
favor of Vizzavi (a joint venture between Vivendi Universal and
Vodafone) in the supply of music for downloading and streaming
online in the European Economic Area. An undertaking given in
connection with Vivendis purchase of Seagram to the
Canadian Department of Heritage also requires UMG to continue
its investments in Canadas domestic music industry.
Continuing compliance with the consent decree and undertakings
mentioned above do not have a material effect on the business of
UMG.

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Publishing

VUP is not bound by any specific regulations.

TV & Film

Motion Picture Production and Distribution.In the US, the motion picture
production and distribution businesses are not regulated due to
protections given to expressive works under the US Constitution.
There are, however, many federal, state and local statutes and
regulations that are integral to the business and under which
the business operates including, without limitation, the
copyright, trademark, antitrust, discrimination and
environmental, health and safety laws and regulations. In
addition, many federal and state agencies exercise some degree
of oversight and, at times, may initiate investigations and
enforcement proceedings with regard to industry practices.
Universal Studios, through a variety of internal policies and
compliance procedures, regulates itself in many of these areas.
In the US, the motion picture distribution and exhibition
industries are regulated by the consent decree in US v.
Paramount Pictures, Inc.; this consent decree, affirmed in
1950, prohibits certain conduct by film distributors, including
price fixing and product tying, and requires film distributors
to license product on a film-by-film and theater-by-theater
basis.

In the European Union, Universal Studios is
regulated by an undertaking concerning the sale of rights of pay
TV which, for a limited period of time, will regulate certain
subsidiaries of CANAL+ Group. Additionally, it is regulated in
the film distribution area through an undertaking given by UIP,
the joint venture through which Universal distributes its
feature films theatrically outside the US and Canada. An
undertaking with the Canadian Department of Heritage also
regulates certain operations of Universal Studios Canada.
Continuing compliance with the laws, regulations, consent decree
and undertakings mentioned in this paragraph do not have a
material effect on the business of Universal Studios.

Audiovisual and Pay TV.The media industry in Europe is
regulated by various national statutes, regulations and orders,
often administered by national agencies such as the Conseil
Supérieur de lAudiovisuel (CSA) in France. These
agencies usually grant renewable broadcast licenses for specific
terms. In France, CANAL+ Group holds a pay-TV broadcast license
for over-the-air, satellite and cable broadcasts, which was
recently renewed for a five-year period starting in December
2000. CANAL+ Group operates its activities in Spain, Italy,
Belgium, Poland, and Scandinavia in accordance with the domestic
regulations of those countries.

Because CANAL+ TV holds a French broadcast
license, it is subject to French audiovisual regulations which
mandate that (i) no more than 49% of its equity or voting
rights may be held by any one person, (ii) no more than 20%
of its equity or voting rights may be held by non-European
persons and (iii) 60% of the films it broadcasts in France
must be European in origin and 40% must be French language
films. CANAL+ Group invests 20% of total prior-year revenue in
the acquisition of film broadcasting rights, including 9% of
prior-year revenue for French language films and 3% for other
European Films. Regulations in Belgium, Spain, Italy,
Netherlands and Poland also require specified levels of European
and national content.

Theme Parks.USG
operates theme parks around the world in accordance with the
highest health, safety and environmental standards. In the State
of California, recent legislation (effective January 2001) and
implementing regulations will regulate the manner in which the
company records and reports certain incidents which occur on
permanent amusement rides resulting in the death or serious
injury to a guest. It is not anticipated that the full
implementation of these new requirements will have a material
effect on the business of USG.

Telecoms

The French telecommunications market was broadly
deregulated under the Loi de Réglementation des
Télécommunications and its supplemental legislation on
July 26, 1996. Access to the local loop (unbundling the copper
pair) was authorized by decree in September 2000, followed by a
European Union ruling at the end of that year.

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A telecommunications regulatory body,
Autorité de Régulation des
Télécommunications (ART), has been created in France.
It ensures compliance with the law and is consulted on draft
laws, decrees and regulations relative to the telecommunications
market. ART also allocates frequencies and numbers, and rules on
disputes about interconnection and access to the local loop.
There are two types of license in this industry: those awarded
by the ministry in charge of telecommunications to operators
that set up and operate networks open to the public (L 33-1
licenses) or awarded by ART (L 33-2 licenses) for
independent networks; and those awarded by the ministry to
telephone service providers (L 34-1 licenses). No other
licenses are required.

Internet

The internet business is not subject to specific
regulatory standards.

Environmental Services

Water.The water and
waste water treatment industries are subject to a high level of
governmental regulation and oversight. In Europe and the US,
governments have enacted significant environmental laws at the
national and local levels. The quality of drinking water and the
treatment of waste water are increasingly subject to regulation
in developing countries as well, both in urban and rural areas.

Waste Management.In
numerous countries, including France and the US, waste treatment
and disposal facilities are subject to laws that require permits
from governmental authorities for the operation of most
facilities. Landfill operators must provide specific financial
guarantees (which typically take the form of bank guarantees)
that cover the monitoring and remediation of the site during,
and up to 30 years after, its operation. Incineration
plants are usually subject to rules that limit pollutant
emissions.

Energy Services.A
European directive establishes emission limits for sulphur
dioxide, nitrogen oxides and dust and regulates the construction
of combustion plants. Other existing directives require the
implementation of national emission ceilings for certain
atmospheric pollutants such as sulphur dioxide, nitrogen oxide,
volatile organic compounds and ammonia.

Transportation.Several European Union directives limit emissions from petrol
and diesel engines and require permits. One directive sets forth
guidelines for the Member States with respect to the emissions
of gas pollutants from diesel engines used in vehicles. Another
sets forth guidelines with respect to emissions of gas and
particulate pollutants from internal combustion engines
installed in mobile equipment other than road vehicles.

Patents, Licenses, Contracts, Manufacturing
Processes

TV & Film

Universal Studios has no patents, licenses,
contracts or manufacturing processes that are material to the
making and distribution of its various products.

CANAL+ Group acquires films and the rights to
sports events, which are then broadcast on its channels. TV
programs are acquired through exclusive medium-term contracts
for the broadcasting of upcoming productions from US studios.
For sports events, multi-year contracts are signed with sports
clubs and federations. In 2001, the main broadcasting rights
CANAL+ Group has acquired are the French soccer championship
through to 2004, retransmission rights for the Champions League
through to 2003, and the national and international rights for
some Italian soccer clubs, including Juventus (Turin), Inter
(Milan) and Milan AC.

CANAL+ TVs broadcasting license in France
expires in December 2005.

Music, Publishing, Telecoms and
Internet

The other Vivendi Universal business units
(Music, Publishing, Telecoms and Internet) are not subject to
any material patents, licenses, contracts or manufacturing
processes to run their respective operations.

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Environmental Services

Certain of Vivendi Environnements
subsidiaries operate their businesses in function of material,
long-term (12-20 years) contracts.

Item 5:     Operating
and Financial Review and Prospects

The following discussion of our operations should
be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this document.

Overview

Vivendi Universal was created through the merger
of Vivendi, Seagram and Canal Plus that was completed in
December 2000 (the Merger Transactions). Vivendi Universal
operates in two global core businesses: Media &
Communications and Environmental Services. The Media &
Communications business is divided into five business segments:
Music, Publishing and TV & Film, which constitute our
content businesses, and Telecoms and Internet, which constitute
our access businesses. Integration and partnering of the Media
& Communications business segments enables Vivendi Universal
to provide a diverse array of entertainment and information
content to an international customer and subscriber base over
wired and wireless access devices using cable, Internet,
satellite and broadcast networks.

Media & Communications

Content
Businesses



| |   |                                                                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Music business is conducted through UMG,
    which produces, markets and distributes recorded music
    throughout the world in all major genres. UMG also manufactures,
    sells and distributes video products in the United States and
    internationally, and licenses music copyrights.                                                   
|
| |  | The Publishing business is a worldwide content
    leader in its core markets: publishing (including education,
    reference and literature), games and consumer press. It provides
    content across multiple platforms, including print, multimedia,
    on the wired Internet and to PDAs via WAP technology.                                   
|
| |  | The TV & Film business produces and
    distributes motion picture, television and home video/ DVD
    products worldwide, operates and has ownership interests in a
    number of cable and pay TV channels, engages in the licensing of
    merchandising and film property rights and operates theme parks
    and retail stores around the world.

Access
Businesses



| |   |                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Telecoms business provides a broad range of
    telecommunications services, including mobile and fixed
    telephony, Internet access and data services and transmission,
    principally in Europe.                                                                                                                                                                                      
|
| |  | The Internet business manages the strategic
    Internet initiatives and new online ventures for Vivendi
    Universal. Utilizing advanced digital distribution technology,
    the Internet business develops e-commerce, e-services and
    thematic portals that offer access to the Internet via a variety
    of devices, including mobile phones, PDAs, interactive TV and
    computers.

Environmental Services

Vivendi Environnement, a 63% owned subsidiary of
Vivendi Universal, operates the Environmental Services business,
with operations around the globe. Vivendi Environnement provides
environmental management services, including water treatment and
system operation, waste management, energy services and
transportation services, to a wide range of public authorities
and industrial, commercial and residential customers.

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Comparability

Basis of Presentation

The discussion presented below focuses on an
analysis of Vivendi Universal and business segment results
prepared in accordance with French GAAP. In order to enhance
comparability and interpretation of financial information across
its diverse and global shareholder bases, Vivendi Universal has
indicated that it intends to equally communicate financial
information on a US GAAP basis, beginning in 2002. To facilitate
this transition, where indicated, certain information has been
included in this document on a US GAAP basis. French GAAP
differs in certain significant respects from US GAAP. For a
discussion of the most significant reconciling items see
Results of Operations  Adjustments to Conform
to US GAAP, on page 52.

Critical Accounting Policies and
Estimates

The preparation of our consolidated financial
statements requires management to make informed estimates and
assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its
estimates and judgments, including those related to the sale of
future and existing music and publishing related products, as
well as from the distribution of theatrical and television
products, in order to evaluate the ultimate recoverability of
accounts receivable, film inventory, artist and author advances
and investments and in determining valuation allowances for
investments, long-lived assets, pension liabilities and deferred
taxes. Estimates and judgments are also required and regularly
evaluated concerning financing operations, restructuring costs,
contingencies and litigation. Management bases its estimates and
judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results could differ
significantly from these estimates under different assumptions
or conditions.

Management believes the following critical
accounting policies, among others, affect its more significant
judgments and estimates used in the preparation of its
consolidated financial statements:

Vivendi Universal has completed several
significant transactions during the periods covered by its
consolidated financial statements included in this discussion.
Generally accepted accounting principles require that
acquisitions be recorded based on an assessment of tangible and
intangible assets acquired and liabilities assumed, based on
fair values at the acquisition date. As a result of recent
acquisitions, Vivendi Universal, with the assistance of
third-party valuation experts in certain areas, has estimated
the fair value of intangible assets (such as film libraries,
music catalogues and trade names), tangible assets (such as
property, equipment, inventory and marketable securities),
liabilities and commitments (such as favorable or unfavorable
leases and contracts and certain restructuring costs incident to
the acquisitions) and preacquisition contingencies (such as
litigation) for use in recording the purchase price of its
acquisitions. The excess of the purchase price over net assets
acquired is reflected as goodwill. The judgments made in
determining the estimated fair value and expected useful lives
assigned to acquired assets and liabilities can significantly
impact net income. Additionally, should the value of acquired
intangible or tangible assets, including goodwill, become
impaired, a non-cash write-down of these assets may be required.
Should restructuring costs incident to the acquisition, which in
the case of Vivendi Universal generally relate to severance,
differ from the liability established at the time of
acquisition, additional cash charges to operations or a non-cash
release of the established liability to operations may be
required. Ultimate settlement of preacquisition contingencies
could differ significantly from the contingency reflected at the
time of acquisition, which could lead to additional cash charges
to operations or a non-cash release of the established liability
to operations.

Vivendi Universal uses various techniques
designed to manage risk and costs associated with its financing.
Vivendi Universal commonly uses exchangeable debt, which
represents long-term debt exchangeable for common stock of
another publicly traded company or Vivendi Universal itself.
Generally, the bondholder may choose to receive either cash or
the underlying security at settlement. Should the underlying
security decline in value, this may result in the recording of
an allowance related to the valuation of the security by Vivendi

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Universal and could result in the bondholder
electing to receive cash at settlement. In addition, we use
various derivative financial instruments to hedge exposure to
fluctuations in interest rates, currency exchange rates and
investments in debt and equity securities.


Vivendi Universal holds minority interests and
receivables in companies having operations or technology in
areas within or adjacent to its strategic focus, some of which
are publicly traded companies whose share prices are highly
volatile and some of which are non-publicly traded companies
whose value is difficult to determine. Vivendi Universal records
an investment impairment charge when it believes an investment
has experienced a decline in value that is other than temporary,
and records an allowance for receivables if recoverability is
uncertain. Future adverse changes in market conditions or poor
operating results of underlying investments could result in
losses or an inability to recover the carrying value of the
investments or receivables, thereby possibly requiring an
impairment charge in the future.

Vivendi Universal records deferred tax assets to
the amount that it believes is more likely than not to be
realized. While we have future taxable income and ongoing
prudent and feasible tax planning strategies, in the event we
were to determine that we would not be able to realize all or
part of our net deferred tax assets in the future, an adjustment
to the deferred tax assets would be charged to income in the
period such determination was made. Likewise, should Vivendi
Universal determine that it would be able to realize its
deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax assets would increase
income in the period such determination was made.

Changes in Accounting Principles and
Financial Statement Presentation

Vivendi Universal has adopted new accounting
principles and financial statement presentation in order to more
closely align accounting policies between French and US GAAP and
improve comparability between French and US GAAP reporting
standards. The principal changes, as they relate to the
discussion presented below, are as follows:

In 2001, as permitted by French
Regulation 99.02 (§41), Vivendi Universal elected to
present its Consolidated Statement of Income in a format that
classifies income and expenses by function rather than by
nature, which was the format previously presented. For our
subsidiary, Vivendi Environnement, revenues now include
operating subsidies and exclude revenues related to construction
for internal use assets. Additionally, the definition of
exceptional items has been restricted to include only material
items of an unusual nature that arise from events or
transactions outside the ordinary course of business and which
are not expected to recur. For Vivendi Universal, exceptional
items are primarily comprised of gains and losses on the
disposal of businesses. Exceptional items are presented as a
separate component in the Consolidated Statement of Income after
operating income and financial expenses but before income taxes.
Prior to 2001, Vivendi Universal had a broader definition of
exceptional items, including restructuring costs, plant
dismantling and closure costs and the effect of guarantees given
when exercised, among others. These items are now included as a
component of operating income or net financial expenses. In
order to facilitate the discussion and comparability of 2001 and
2000 financial results, a restated 2000 Consolidated Statement
of Income has been presented to give effect to these changes,
which reduced revenues by
218 million,
increased net exceptional income by
865 million,
reduced operating income by
748 million,
increased net financial expenses by
129 million
and reduced income tax expense by
12 million.

In 2000, Vivendi Universal adopted new accounting
principles related to foreign currency translation/transactions,
subscriber acquisition costs and broadcasting rights. Income and
expenses of subsidiaries whose functional currency is not the
euro, which were previously translated at the year-end exchange
rate, are now translated at the average exchange rate during the
period. The cumulative effect of this change in accounting
principle would have decreased net income for the year ended
December 31, 1999 by
16 million.
Gains on foreign currency transactions, which were previously
deferred, are now recorded in current period earnings. The
cumulative effect of this change in accounting principle would
have increased net income for the year ended December 31,
1999 by
107 million.
Subscriber acquisition costs, which were previously spread over
twelve months from the date the line was put into service, are
now charged to expense. The cumulative effect of this change in
accounting principle would have decreased net income for the
year ended

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December 31, 1999 by
88 million.
Broadcasting rights acquired by Canal Plus are now capitalized
as intangible assets and are amortized over the period of the
agreement. The cumulative effect of this change had no impact on
net income in 2000 or 1999. Total assets increased by
2 billion
in 2000 (most of which related to intangible assets) and total
liabilities and shareholders equity increased by the same
amount. In order to facilitate the discussion and comparability
of 2000 and 1999 financial results, we have presented the 1999
financial statements on a restated basis.


For further discussion of some of the policies
used in preparing our financial statements see
Item 18  Financial Statements 
Note 1, Summary of Significant Accounting Policies.

Pro Forma

As several significant transactions have
realigned our businesses and impacted the comparability of our
financial statements, business segment financial information for
2001 and 2000 is also presented on a pro forma basis which
illustrates the effect of the Merger Transactions, the
acquisitions of Maroc Telecom, Houghton Mifflin and MP3.com and
the disposition of certain interests in Sithe and France
Loisirs, as discussed below, as if the transactions had occurred
at the beginning of 2000. The pro forma information is
calculated as a simple sum of the actual results of Vivendi
Universals businesses with the actual results reported by
each of the acquired or disposed businesses in each year
presented and include no other adjustments. We believe that pro
forma results represent meaningful comparative information for
assessing earnings trends because the pro forma results include
comparable operations in each year presented. The discussion of
the Environmental Services business does not include pro forma
comparisons, since the pro forma adjustments did not impact that
segment. The pro forma results are not indicative of the
combined results that would have occurred had the events
actually occurred at the beginning of 2000, however, we believe
this information will help the reader to better understand our
business results.

Merger of
Vivendi, Seagram and Canal Plus

On December 8, 2000, Vivendi, Seagram and
Canal Plus completed a series of transactions in which the three
companies combined to create Vivendi Universal. The terms of the
Merger Transactions included: Vivendi Universals
combination, through its subsidiaries, with Seagram in
accordance with a plan of arrangement under Canadian law, in
which holders of Seagram common shares (other than those
exercising dissenters rights) received 0.80 Vivendi
Universal American Depositary Shares (ADSs), or a combination of
0.80 non-voting exchangeable shares of Vivendi Universals
wholly owned Canadian subsidiary Vivendi Universal Exchangeco
(exchangeable shares) and an equal number of related voting
rights in Vivendi Universal, for each Seagram common share held;
and Vivendi Universals merger with Canal Plus, in which
Canal Plus shareholders received two Vivendi Universal ordinary
shares for each Canal Plus ordinary share they held and kept
their existing shares in Canal Plus, which retained the French
premium pay television channel business.

In connection with the Merger Transactions, on
December 19, 2000, Vivendi Universal entered into an
agreement with Diageo and Pernod Ricard to sell its spirits and
wine business. The sale closed on December 21, 2001 and
Vivendi Universal received approximately US$8.1 billion in
cash, an amount that resulted in after-tax proceeds of
approximately US$7.7 billion. The spirits and wine business
generated revenues of
5 billion
and operating income of
0.8 billion
in 2001. Prior to its sale, Vivendi Universal accounted for the
spirits and wine business as an investment held for sale on the
balance sheet, and net income of the spirits and wine business
in 2001 effectively reduced goodwill associated with the Seagram
acquisition. No gain was recognized upon the ultimate sale of
the spirits and wine business.

Purchase of
Interest in Maroc Telecom

In the course of the partial privatization of
Maroc Telecom, Vivendi Universal was chosen to be a strategic
partner in the purchase of an interest in Moroccos
national telecommunications operator for approximately
2.4 billion.
The transaction was finalized in April 2001, at which time Maroc
Telecom began to be consolidated in the accounts of Vivendi
Universal, as we obtained control through majority board

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representation and share voting rights. As a
leader in Moroccan telecommunications, Maroc Telecom operates
1.2 million fixed lines, has 3.7 million GSM clients
and generated revenues of approximately
1.4 billion
in 2001. In collaboration with Maroc Telecom, Vivendi Universal
intends to apply its telecommunications experience to the
modernization of Moroccos telecommunications industry.


Acquisition of
Houghton Mifflin Company

In July 2001, Vivendi Universal acquired the
Houghton Mifflin Company (Houghton Mifflin), a leading US
educational publisher, for approximately US$2.2 billion,
including assumption of Houghton Mifflins average net debt
of approximately US$500 million. With this acquisition,
Vivendi Universal Publishing (VUP), already a leader in France,
Spain and Brazil and with a very strong market share throughout
Europe and Latin America, became one of the worlds largest
educational publishers. The Houghton Mifflin acquisition also
significantly enhanced VUPs position in the US textbook
market.

Acquisition of
MP3.com, Inc.

On August 28, 2001, Vivendi Universal
completed its acquisition of MP3.com, Inc. (MP3.com) for
approximately US$400 million, or US$5 per share, in a
combined cash and stock transaction. The acquisition of MP3.com
brings to Vivendi Universal millions of dedicated music fans, a
robust distribution platform, technology that strengthens our
ability to handle subscriptions, direct marketing and data
management, and technology that applies to all devices, across a
range of Vivendi Universal businesses, including music, film,
games and possibly books, plus strong management and technology
teams.

Disposition of
Interest in Sithe

In December 2000, Vivendi Universal, along with
other shareholders of Sithe Energies, Inc. (Sithe), finalized
the sale of a 49.9% stake in Sithe to Exelon (Fossil) Holdings,
Inc. (Exelon) for approximately US$696 million. The net
proceeds of the transaction to Vivendi Universal were
approximately US$475 million. Following the transaction,
Exelon is the controlling shareholder of Sithe. Vivendi
Universal retains an interest of approximately 34%. For a period
of three years beginning in December 2002, Vivendi Universal can
put to Exelon, or Exelon can call from Vivendi Universal,
Vivendi Universals remaining interest. As a result of the
transaction, Vivendi Universal ceased to consolidate
Sithes results of operations for accounting purposes
effective December 31, 2000. In April 2000, Sithe sold 21
independent power production plants to Reliant Energy Power
Generation for
2.13 billion.
This transaction generated a capital gain of
415 million.

Disposition of
Interest in France Loisirs

In July 2001, Vivendi Universal sold its interest
in France Loisirs to Bertelsmann. Proceeds from the sale
approximated
153 million,
generating a capital loss of
1 million.

Other Transactions

In addition to the significant transactions
discussed above, several other transactions also impacted our
annual results. In 2001, these transactions included:

CANAL+ Groups Sale of its Stake in
Eurosport In January 2001,
CANAL+ Group announced that it had sold its 49.5% interest in
European sports channel Eurosport International and its 39%
interest in Eurosport France to TF1. Proceeds from the sale
amounted to
303 million
for CANAL+ Group and
345 million
for Vivendi Universal, as its subsidiary Havas Image also sold
its interest in Eurosport France. CANAL+ Group will remain a
distribution channel for Eurosport. CANAL+ Group had acquired
its interest in Eurosport International and Eurosport France
from ESPN in May 2000.

Exchangeable Bond
Issuance In February 2001,
Vivendi Universal placed
1.8 billion
principal amount of bonds exchangeable into Vivendi
Environnement stock on a one for one basis. The bonds

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correspond to 9.3% of the capital stock of
Vivendi Environnement. The 2%, five year bonds were issued at a
price of 55.90,
a 30% premium over the previous days weighted-average
price.


Convertible Bond
Issuance In February 2001,
Vivendi Universal placed
457 million
principal amount of bonds exchangeable for shares of Vinci, a
company in which Vivendi Universal has an 8.67% stake. The 1%,
five-year bonds were issued at a price of
77.35, a 30%
premium to Vincis then-current stock price. Each bond is
exchangeable for one Vinci share. On February 5, 2001, the
lead manager for the bonds, which managed the offering of the
bonds, exercised their over-allotment option to purchase
70 million
additional principal amount of the bonds, thus increasing the
overall amount of the issuance to
527 million.
Conversion of all the bonds into Vinci shares would result in
the elimination of Vivendi Universals stake in Vinci.

Acquisition of Uproar
Inc. In February 2001,
Flipside Inc., a subsidiary of Vivendi Universals
Publishing business, and Uproar Inc., a leading interactive
entertainment company, announced that they had entered into a
definitive merger agreement pursuant to which Flipside would
acquire all of Uproars outstanding stock for US$3 per
share, or a total consideration of US$128 million. The
transaction has made the combined entity an international leader
in Web-based interactive gaming.

Disposition of AOL
France In March 2001,
Vivendi Universal announced the conclusion of a deal with
America Online, Inc., a subsidiary of the AOL Time Warner Group,
under which Cegetel and CANAL+ Group swapped their interest in
the AOL France joint venture for AOL Europe shares. Both groups
also signed distribution and marketing agreements. Cegetel and
CANAL+ Group thus swapped their 55% share of AOL France for
junior preferred shares of AOL Europe valued at
US$725 million and paying a 6% annual dividend. These
preferred shares were sold, in late June 2001, to an unrelated
financial company for a price corresponding to their present
value marked up by their coupon value, or a total of
US$719 million. If this investment was consolidated, an
asset representing the junior preferred shares and a liability
representing the corresponding debt would be recorded in the
consolidated financial statements in the amount of
US$725 million. This transaction generated a net capital
gain of
402 million.

Acquisition of
EMusic.com In April 2001,
Vivendi Universal entered into an agreement to acquire all of
the outstanding shares of EMusic.com Inc. pursuant to a cash
tender offer of US$0.57 per share. The net purchase price
approximated US$24 million. The acquisition was completed
on June 14, 2001.

Sale of Stake in Havas
Advertising In June 2001,
Vivendi Universal sold its remaining 9.9% interest in Havas
Advertising, the worlds fifth largest advertising and
communications consulting group, to institutional investors and
Havas Advertising itself. The
484 million
transaction, conducted with the approval of Havas Advertising
management, generated pre-tax capital gains of
125 million.
In December 2001, Vivendi Universal sold the rights to the
Havas name to Havas Advertising for approximately
4.6 million.

Participation in
Elektrim In September
2001, Elektrim Telekomunikacja (Telco), in which Vivendi
Universal has a 49% interest, acquired all of Elektrim SAs
landline telecommunications and Internet assets. Vivendi
Universal loaned Telco
485 million,
at arms-length conditions, to provide them with the necessary
funds for the acquisition.

UMTS
License In July 2001, the
French government officially granted SFR, an indirect subsidiary
of Vivendi Universal, a license to provide 3G (third generation)
UMTS mobile telephony services in France. UMTS is a high-speed
standard for mobile telephony that will allow Vivendi Universal,
through SFR, to provide an extensive range of new services,
including video telephony and high-speed access to the Internet
and to corporate intranets. The license was initially granted
for a period of 15 years and a license fee of
4.95 billion,
with payments spread over the 15-year period. However, as a
result of a delay in the manufacture of equipment and
infrastructure for UMTS technology and the economic weakness in
the telecommunications industry, the original terms of the
license were renegotiated with the French government. In October
2001, the French government announced the revised terms of the
3G UMTS license. The license was extended to a period of
20 years and the license fee was split into two 
a fixed upfront fee of
619 million,
which was paid in September 2001, and future payments equal to
1% of 3G revenues earned when the service commences. The new
arrangement reduces cash expenditures related to the license
during 2001 to 2003 by more than
2 billion
and is expected to contribute to an improvement in Vivendi
Universals cash flow and debt position.

44



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UPC
Alliance In August 2001,
CANAL+ Group and UPC (United Pan-Europe Communications N.V.)
agreed to merge their respective Polish satellite TV platforms
Cyfra+ and Wizja TV as well as the CANAL+ Polska premium
channel, to form a common Polish digital TV platform. The new
company (TKP) will be managed and controlled by CANAL+ Group,
who will own 75% of TKP. UPC will contribute its Polish
satellite assets to TKP in exchange for a 25% interest and
150 million in
cash. As part of this transaction CANAL+ Polska will also be
available on UPCs Polish cable network, in which UPC will
retain 100% control. The agreement was finalized in December
2001 after having received regulatory approval. TKP was
consolidated in the accounts of Vivendi Universal at
December 31, 2001. The new joint platform will be launched
in the first quarter of 2002 with a base of more than 700,000
subscribers.

Disposal of Investment in
BSkyB To comply with
requirements imposed on Vivendi Universal by the European
Commission in connection with the Merger Transactions, Vivendi
Universal transferred 96% (400.6 million shares) of its
investment in British Sky Broadcastings (BSkyB) ordinary
shares to two newly formed special purpose entities (the QSPEs)
in October 2001. The QSPEs were designed to be qualifying
special purpose entities under SFAS 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities, a replacement of FASB Statement 125. Vivendi
Universal transferred those BSkyB ordinary shares and
81 million
of money market securities to the QSPEs in exchange for a total
of
4 billion
and all of the QSPEs ordinary shares. Vivendi Universal
did not receive any other amounts from the QSPEs during 2001.
The QSPEs activities are limited to these transactions and
the related matters described in the following paragraphs.

Vivendi Universals sale of the BSkyB
ordinary shares to the QSPEs resulted in the irrevocable and
definitive forfeiture of all voting rights relating to the
QSPEs BSkyB ordinary shares while those shares are held by
the QSPEs, and Vivendi Universals irrevocable transfer of
ownership and control of those BSkyB ordinary shares to the
QSPEs, which cannot, under any circumstances, revert to Vivendi
Universal. BSkyB Holding, a Vivendi Universal subsidiary, also
irrevocably lost the BSkyB directorship it held immediately
following the Merger Transactions in accordance with the
European Commissions directives issued in connection with
the approval of the Merger Transactions.

The QSPEs generated the
4 billion
they paid to Vivendi Universal in 2001 by issuing
4 billion
of their exchangeable bonds to a financial institution. Those
exchangeable bonds, which mature in October 2005 and have a
coupon of 0.5%, can be exchanged, at their holders option,
on or after October 2002, for cash or 400.6 million BSkyB
ordinary shares. If the QSPEs bonds are redeemed for cash,
the QSPEs are to generate that cash by selling their BSkyB
shares following specified procedures, to parties other than
Vivendi Universal and its affiliates. The QSPEs
exchangeable bonds are not entitled to any cash dividends the
QSPEs may receive on their BSkyB shares. The QSPEs money
market securities are to be used to pay interest on the
QSPEs exchangeable bonds. The QSPEs ordinary shares
are entitled to all QSPE proceeds not allocable to the
QSPEs exchangeable debt.

Vivendi Universal transferred the BSkyB ordinary
shares to the QSPEs to enable Vivendi Universal to comply with
the European Commissions requirement, imposed in October
2000 as a condition for approval of the Merger Transactions,
that Vivendi Universal dispose of all of its BSkyB ordinary
shares by the end of 2002. Vivendi Universal believes its
transfer of the BSkyB shares to the QSPEs, together with the
total rate of return swap described below, will allow Vivendi
Universal to realize proceeds from the ultimate placement of the
QSPEs BSkyB ordinary shares in the market over an extended
period of time, enabling Vivendi Universal to avoid receiving
the lesser proceeds that Vivendi Universal believes it would
have received if it had placed all of its BSkyB ordinary shares
in the market in 2002, as Vivendi Universal believed
BSkyBs share price had been depressed by market
expectations that Vivendi Universal would place all of its BSkyB
ordinary shares in the market in 2002.

Concurrent with Vivendi Universals transfer
of the BSkyB shares to the QSPEs, Vivendi Universal entered into
a total rate of return swap with the financial institution that
purchased the QSPEs exchangeable bonds. The total rate of
return swap provided Vivendi Universal with an 89% to 90%
subordinated economic interest in 400.6 million BSkyB
ordinary shares until October 2005, in exchange for Vivendi
Universals obligation to make quarterly payments to the
financial institution of Libor plus 60 basis points on the
swaps

45



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##### 



notional amount. Vivendi Universals
ultimate payments and/or receipts upon the total rate of return
swap settlement are based on the financial institutions
actual or hypothetical disposition of the BSkyB ordinary shares
covered by the swap, after deducting the financial
institutions disposition costs relating to the BSkyB
ordinary shares covered by the swap. Vivendi Universals
rights to receive payments under the total rate of return swap
are obligations of the financial institution, and are not
secured by any BSkyB shares or by the QSPEs exchangeable
debt. The swap can be terminated before maturity, by mutual
agreement of Vivendi Universal and the financial institution, at
prices to be agreed by those parties. At inception, the total
rate of return swap had a notional amount of
£2.5 billion (approximately
4 billion),
and a nil fair market value.


The total rate of return swap has a reset
mechanism by which, at the end of every calendar quarter and on
each trigger date (any date on which BSkyBs ordinary share
price changes by more than 10% since the most recent quarter-end
or trigger date), Vivendi Universals exposure under the
swap resets, and is to be settled (subject to the limitations
described in the next paragraph) at market, so Vivendi
Universals interest in the swap resets to the first 89% of
future change in the value of the BSkyB ordinary shares then
covered by the swap. Vivendi Universal is also obligated to pay
the financial institutions costs of selling the related
BSkyB ordinary shares upon full or partial swap termination.

The total rate of return swap provides that if
BSkyBs ordinary share price falls below 629 pence per
share (BSkyBs ordinary share price at date of transfer),
Vivendi Universal is to pay the difference to the financial
institution at the end of the calendar quarter or immediately,
if the share price falls by more than 10% since the later of the
last quarter-end or the last reset date. That amount is to be
repaid to Vivendi Universal if BSkyBs ordinary share price
subsequently increases while those BSkyB ordinary shares are
covered by the swap. If BSkyBs ordinary share price
increases above 629 pence per share, the total rate of return
swap provides that the difference on the BSkyB ordinary shares
then covered by the swap is to be posted to a deferred account
by the financial institution, until the total rate of return
swap matures or is terminated, at which time the balance in the
deferred account is to be released to Vivendi Universal. If the
BSkyB price declines after amounts have been posted to the
deferred account, the deferred account is to be reduced to the
extent of the decline.

As described below, the swap was partially
terminated through a reduction in its notional amount in
December 2001. The swaps 89% reset did not change as a
result of that partial termination, and continues to be computed
relative to 400.6 million BSkyB ordinary shares.

The European Commission designated an independent
expert to examine Vivendi Universals BSkyB related
transactions. Based on the experts findings, the European
Commission concluded that Vivendi Universals October 2001
BSkyB share transfer to the QSPEs and Vivendi Universals
related total rate of return swap, complied with the
requirements the European Commission imposed on Vivendi
Universal in October 2000. The independent expert, acting on
behalf of the European Commission, is to continue to monitor
Vivendi Universals October 2000 commitments related to
these transactions until their conclusion.

In December 2001, the financial institution that
is Vivendi Universals counterparty under the total rate of
return swap issued share certificates that must be redeemed by
the financial institution for a total of 150 million BSkyB
ordinary shares. Those share certificates entitle their holders
to receive any dividends paid on BSkyBs ordinary shares
while those certificates are outstanding. At the same time,
Vivendi Universal and the financial institution reduced the
notional amount of the total rate of return swap by
150 million BSkyB ordinary shares, which were settled at
700 pence per share (which represented a discount of
approximately 7% from the BSkyB share price on that date),
before Vivendi Universals payment of related costs (see
Note 9 to our consolidated financial statements). Such a
discount is not reflected in Vivendi Universals
US GAAP fair value measurement of the total rate of return
swap on 250.6 million BSkyB shares at December 31,
2001, as described in Note 14 to our consolidated financial
statements.

In connection with the issuance of the share
certificates described in the preceding paragraph, Vivendi
Universal indemnified the financial institution for amounts the
financial institution is required to deliver to holders of those
share certificates that the financial institution does not
receive as holder of the QSPEs exchangeable debt. Vivendi
Universal believes any distributions it might be required to
make under this indemnification, which would most likely be the
result of the commencement of dividend payments by BSkyB

46



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##### 



on its ordinary shares, would be offset by
Vivendi Universals receipt, as the QSPEs ordinary
shareholder, of dividends received by the QSPEs on their BSkyB
ordinary shares.


As described in Note 14 to our consolidated
financial statements, for French GAAP purposes, Vivendi
Universal accounted for its transfer of BSkyB ordinary shares
and money market securities to the QSPEs as a borrowing during
2001, and recognized a pre-tax gain of
1.1 billion
(before fees) upon the partial termination of the total rate of
return swap in December 2001.

As described in Note 14 to our consolidated
financial statements, for US GAAP purposes, Vivendi
Universal accounted for its transfer of BSkyB shares to the
QSPEs as a sale that resulted in recognition of
1.15 billion
of pre-tax profit in 2001, and for the total rate of return swap
as a mark-to-market derivative instrument that resulted in
realized and unrealized pre-tax profits (before fees) in 2001 of
175 million
and
523 million,
respectively.

The 14.9 million BSkyB ordinary shares held
by Vivendi Universal at December 31, 2001 that were not
transferred to the QSPEs in October 2001 were held by a UK
trustee for Pathés 3% exchangeable bonds. In February
2002, Vivendi Universal exercised Pathés option to
redeem those bonds on March 6, 2002, for 100% of principal
plus accrued interest. Holders of those bonds were entitled to
convert them into 188.5236 shares of BSkyB per 10,000 French
franc bond principal through February 26, 2002.

The BSkyB total rate of return swap was settled
in May 2002 (see Recent Developments and Note 13 to our
consolidated financial statements).

Sale of 9.3% Interest in Vivendi
Environnement In December
2001, Vivendi Universal sold 32.4 million shares or a 9.3%
interest in Vivendi Environnement for approximately
38 per share or
total proceeds of
1.2 billion,
generating pre-tax capital gains of
116 million
(net of
10 million
fees). The 9.3% interest sold had been held separately as it was
allocated to exchangeable bonds issued in February 2001. At the
same time, Vivendi Environnement agreed to issue one free
warrant for each share held to its shareholders, with every
seven warrants giving holders the right to a new share of
Vivendi Environnement at
55 per share
until March 2006. These transactions did not modify Vivendi
Universals 63% consolidated interest in Vivendi
Environnement as the warrant issue replaces the shares sold that
were allocated to the exchangeable bonds.

Goodwill
Impairment Vivendi
Universal reviews the carrying value of long-lived assets,
including goodwill and other intangible assets, for impairment
at least annually or whenever facts, events or changes in
circumstances, both internally and externally, indicate that the
carrying amount may not be recoverable. Measurement of any
impairment is based on fair value. In 2001, following the recent
market decline, our annual review resulted in a non-cash,
non-recurring goodwill impairment charge of
12.9 billion
(12.6 billion
after
0.3 billion
minority interest related to Vivendi Environnement). The charge
was comprised of
6 billion
for CANAL+ Group,
3.1 billion
for UMG,
1.3 billion
for USG,
1.3 billion
for international Telecoms businesses,
0.6 billion
for Vivendi Environnement (net of
0.3 billion
minority interest) and
0.3 billion
for Internet businesses. Of the total charge,
12.1 billion
related to consolidated subsidiaries and
0.8 billion
related to investments accounted for using the equity method.

For further discussion of the impairment charge,
see Item 18  Financial
Statements  Note 2 Acquisitions and
Dispositions.

In 2000 and 1999, other transactions that
impacted our annual results, included:

Disposition of Non-Core Construction and Real
Estate Businesses In order
to facilitate our withdrawal from our non-core construction and
real estate businesses, we restructured Compagnie
Générale dImmobilier et de Services (CGIS), our
wholly owned real estate subsidiary, into two principal groups
of companies: Nexity and Vivendi Valorisation. In July 2000, we
sold 100% of Nexity to a group of investors and to Nexitys
senior management for
42 million,
an amount that approximated book value of these operations.
Vivendi Valorisation holds our remaining property assets, which
consist primarily of investments arising out of past property
development projects. These assets are managed by Nexity pending
their sale. In February 2000, we reduced our interest in Vinci
(Europes leading construction company) from 49.3% to
16.9%, receiving in exchange
572 million,
which resulted in a capital gain of approximately
374 million.
Subsequently, Vinci merged with the construction company, Groupe
GTM, which reduced our interest in the combined entity to 8.67%.
As a result of these transactions we ceased to consolidate
Vincis results effective July 1, 2000.

47



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##### 



Formation/ IPO of Vivendi
Environnement Vivendi
Environnement was formed at the end of 1999. It brought together
the majority of our water, waste management, energy services and
transportation businesses, as well as our interest in FCC
(Fomento de Construciones y Contratas). Vivendi
Environnements formation was achieved by either the
contribution of existing businesses and companies or the
purchase of shares. Générale des Eaux, Dalkia and
Companie Générale dEntreprises Automobiles were
transferred at book value in accordance with tax provisions
applicable to certain mergers. US Filter (United States Filter
Corporation) and our interest in FCC were acquired by Vivendi
Environnement in December 1999. In July 2000, Vivendi
Environnement sold approximately 37% of its shares to the French
public and to institutional investors in France and elsewhere in
an initial public offering (IPO).

Lagardère
Alliance In July 2000,
pursuant to an alliance between Canal Plus and Lagardère, a
French media company, Lagardère acquired a 34% stake in
CanalSatellite and a 27.4% stake in MultiThématiques. Canal
Plus reduced its stake in MultiThématiques to 27.4%
(Vivendi reduced its indirect interest to 9%). Canal Plus and
Lagardère also set up three joint ventures. The first, 51%
owned by Lagardère and 49% by Canal Plus, will own and
operate existing theme channels and intends to create others.
The second, 51% owned by Lagardère and 49% by
CanalSatellite, will oversee interactive services for new
channels jointly created by CanalSatellite and Lagardère.
The third, a 50/50 joint venture between Lagardère and
MultiThématiques, will create and distribute new
theme-based channels based on Lagardères
international brands.

Dalkia-EDF
Agreement In December
2000, Vivendi Environnement entered into an agreement with EDF
(Electricité de France) pursuant to which they have
consolidated Dalkias energy services operations with EDF.
As part of that process, in late 2000 and early 2001, Vivendi
Environnement completed a series of transactions with EDF that
resulted in the recognition of pre-tax capital gains of
121 million
and
735 million
in 2001 and 2000, respectively.

Canal
Plus Prior to the Merger
Transactions, Vivendi acquired control of Canal Plus in
September 1999, through the acquisition of an additional 15% of
the outstanding shares for approximately
1.4 billion.
The acquisition increased Vivendis ownership percentage
from 34% at December 31, 1998 to 49% at December 31,
1999.

US
Filter In April 1999,
Vivendi Universal acquired 100% of the outstanding shares of US
Filter, a US based water treatment and equipment manufacturing
company, for
5.8 billion
cash, financed through the issuance of Vivendi Universal bonds
and common shares.

Havas
Interactive In January
1999, Vivendi Universal acquired 100% of the outstanding shares
of Cendant Software (renamed Havas Interactive), a US based
software company, for
678 million.

Supplemental Financial Data

The supplemental financial data presents earnings
before interest, taxes, depreciation and amortization (EBITDA)
for our Media & Communications businesses. As defined
by Vivendi Universal, EBITDA consists of operating income before
depreciation, amortization (including film amortization at
CANAL+ Group and book plate amortization at Vivendi Universal
Publishing), restructuring charges and other one-time items
(principally reorganization costs at CANAL+ Group) and does not
reflect adjustment for any minority interests in fully
consolidated subsidiaries. EBITDA is presented and discussed
because Vivendi Universal management considers it an important
indicator of the operational strength and performance of its
Media & Communications businesses, including the
ability to provide cash flows to service debt and fund capital
expenditures. However, it should be noted that EBITDA is not a
substitute for operating income, net income, cash flows and
other measures of financial performance and Vivendi
Universals EBITDA may not be strictly comparable to
similarly titled measures widely used in the US or reported by
other companies.

48



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##### 



Results of Operations

Earnings Summary (French GAAP
Basis)

|                                                                                                                    |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |        |  
|------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------------------------------------------- | ------- | ------- | - | ---- | ------ | ------- | - | - | ------ | ---- | - | - | ------- | ------ | -
|                                                                                                                    |                                            |                                              
|                                                                                                                    |                                            | Year Ended December 31,                      
|                                                                                                                    |                                            |                                              
|                                                                                                                    |                                            | 2001                                          |         | 2000(1) |   | 2000 |        | 1999(2)
|                                                                                                                    |                                            |                                               |         |         |   |      |        |        
|                                                                                                                    |                                            |                                              
|                                                                                                                    |                                            | (In millions of euros, except per share data)
|Revenues                                                                                                            |                                            |                                              | 57,360  |         |   |     | 41,580 |         |   |  | 41,798 |      |   |  | 40,855  |       
|                                                                                                                    |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|Operating income                                                                                                    |                                            |                                              | 3,795   |         |   |     | 1,823  |         |   |  | 2,571  |      |   |  | 1,836   |       
|Financial expenses, net                                                                                             |                                            |                                               | (1,928  | )       |   |      | (762   | )       |   |   | (633   | )    |   |   | (87     | )     
|                                                                                                                    |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|Income before exceptional items, income taxes,
    goodwill amortization, equity interest and minority
    interest |                                            |                                               | 1,867   |         |   |      | 1,061  |         |   |   | 1,938  |      |   |   | 1,749   |       
|Exceptional items, net                                                                                              |                                            |                                               | 2,365   |         |   |      | 3,812  |         |   |   | 2,947  |      |   |   | (846    | )     
|Income tax (expense) benefit                                                                                        |                                            |                                               | (1,579  | )       |   |      | (1,009 | )       |   |   | (1,021 | )    |   |   | 946     |       
|                                                                                                                    |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|Income before goodwill amortization, equity
    interest and minority interest                                      |                                            |                                               | 2,653   |         |   |      | 3,864  |         |   |   | 3,864  |      |   |   | 1,849   |       
|Equity in (losses) earnings of unconsolidated
    companies                                                         |                                            |                                               | (453    | )       |   |      | (306   | )       |   |   | (306   | )    |   |   | 33      |       
|Goodwill amortization                                                                                               |                                            |                                               | (15,203 | )       |   |      | (634   | )       |   |   | (634   | )    |   |   | (606    | )     
|                                                                                                                    |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|Income (loss) before minority
    interest                                                                          |                                            |                                               | (13,003 | )       |   |      | 2,924  |         |   |   | 2,924  |      |   |   | 1,276   |       
|Minority interest                                                                                                   |                                            |                                               | (594    | )       |   |      | (625   | )       |   |   | (625   | )    |   |   | 159     |       
|                                                                                                                    |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|Net income (loss)  French
    GAAP                                                                                 |                                            |                                              | (13,597 | )       |   |     | 2,299  |         |   |  | 2,299  |      |   |  | 1,435   |       
|Adjustments to conform to US GAAP:                                                                                  |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|                                                                                                                    | Business combinations and goodwill         |                                               |         | (333    | ) |      |        | (263    | ) |   |        | (263 | ) |   |         | (1,053 | )
|                                                                                                                    | Goodwill impairment charge                 |                                               |         | 12,626  |   |      |        |        |   |   |        |     |   |   |         |       |  
|                                                                                                                    | Impairment of other long-lived assets      |                                               |         | (1      | ) |      |        | (23     | ) |   |        | (23  | ) |   |         | 521    |  
|                                                                                                                    | Intangible assets                          |                                               |         | (62     | ) |      |        | (106    | ) |   |        | (106 | ) |   |         | (192   | )
|                                                                                                                    | Financial instruments                      |                                               |         | 316     |   |      |        | 105     |   |   |        | 105  |   |   |         | (208   | )
|                                                                                                                    | Disposal of investment in BSkyB            |                                               |         | 774     |   |      |        |        |   |   |        |     |   |   |         |       |  
|                                                                                                                    | Employee benefit plans                     |                                               |         | (33     | ) |      |        | (108    | ) |   |        | (108 | ) |   |         | (241   | )
|                                                                                                                    | Other                                      |                                               |         | (290    | ) |      |        | (46     | ) |   |        | (46  | ) |   |         | 25     |  
|                                                                                                                    | Tax effect on adjustments                  |                                               |         | (535    | ) |      |        | 50      |   |   |        | 50   |   |   |         | (41    | )
|                                                                                                                    |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|                                                                                                                    |                                            |                                               | (1,135  | )       |   |      | 1,908  |         |   |   | 1,908  |      |   |   | 246     |       
|                                                                                                                    | Fees associated with BSkyB swap, after tax |                                               |         | (37     | ) |      |        |        |   |   |        |     |   |   |         |       |  
|                                                                                                                    |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|Net income (loss)  US
    GAAP                                                                                     |                                            |                                              | (1,172  | )       |   |     | 1,908  |         |   |  | 1,908  |      |   |  | 246     |       
|                                                                                                                    |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|Earnings (loss) per share  French
    GAAP:                                                                        |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|                                                                                                                    | Basic                                      |                                               |        | (13.53  | ) |      |       | 3.63    |   |   |       | 3.63 |   |   |        | 2.70   |  
|                                                                                                                    | Diluted                                    |                                               |        | (13.53  | ) |      |       | 3.41    |   |   |       | 3.41 |   |   |        | 2.49   |  
|Earnings (loss) per share  US
    GAAP:                                                                            |                                            |                                               |         |         |   |      |        |         |   |   |        |      |   |   |         |       
|                                                                                                                    | Basic                                      |                                               |        | (1.19   | ) |      |       | 3.24    |   |   |       | 3.24 |   |   |        | 0.48   |  
|                                                                                                                    | Diluted                                    |                                               |        | (1.19   | ) |      |       | 3.03    |   |   |       | 3.03 |   |   |        | 0.48   |  
|Net cash provided by operating activities                                                                           |                                            |                                              | 4,500   |         |   |     | 2,514  |         |   |  | 2,514  |      |   |  | 772     |       
|Net cash provided by (used for) investing
    activities                                                            |                                            |                                              | 4,340   |         |   |     | (1,481 | )       |   |  | (1,481 | )    |   |  | (12,918 | )     
|Net cash (used for) provided by financing
    activities                                                            |                                            |                                              | (7,469  | )       |   |     | (631   | )       |   |  | (631   | )    |   |  | 13,746  |       




|    |                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to reflect Changes in Accounting
    Principles and Financial Statement Presentation adopted in 2001,
    as discussed on page 41.
|   
|(2) | Restated to reflect Changes in Accounting
    Principles and Financial Statement Presentation adopted in 2000,
    as discussed on page 41.

49



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##### 



2001 Versus 2000 (restated)

Revenues

Total revenues were
57.4 billion
in 2001. Revenues generated by our core businesses, at
57.2 billion,
increased 43%, of which 27% was due to the inclusion of a full
twelve-month results of the acquired Seagrams operations
in 2001 (compared to twenty-three days in 2000), 4% resulted
from the 2001 acquisitions of Maroc Telecom, Houghton Mifflin
and MP3.com, and the remaining 12% was generated by a
combination of organic growth and the impact of less significant
acquisitions and disposals.

Revenues generated by our Media &
Communications businesses increased 107% to
28.1 billion,
accounting for 49% of our total revenues compared to 33% in
2000. As actual 2000 revenues only include twenty-three days of
the acquired Seagrams operations, year-on-year comparisons
are not meaningful. On a pro forma basis, which includes twelve
months of comparable operations both for Seagram and the above
2001 acquisitions, revenues increased 9% to
28.9 billion
(10% excluding Universal Studios filmed entertainment).
Double-digit revenue growth of 24% and 36%, respectively, were
generated by our Telecoms and Internet businesses. Our
TV & Film and Publishing businesses generated revenue
growth of 8% and 5%, respectively. In our Music business,
revenues declined 1%, however, this was a strong performance in
a down market.

Revenues generated by our Environmental Services
businesses, at
29.1 billion,
increased 11%, 8% of which was generated by organic growth and
3% of which was due to the implementation of the Dalkia-EDF
agreement and other acquisitions. Organic growth was generated
by new contracts in all divisions, the strong performance of the
water divisions design-build business in France, expansion
in the UK and Northern Europe in the waste management division
and the higher price of energy and increased activity at
cogeneration facilities in France, expansion in Eastern Europe
and strong sales initiatives in the UK in the energy division.
Our Environmental Services businesses represented 51% of our
revenue, compared to 63% in 2000.

Reflecting our withdrawal from construction and
real estate operations, principally the disposition of part of
our interest in Sithe, revenues from non-core businesses
declined from
1.7 billion
in 2000 to
151 million
in 2001.

In 2001,
24.3 billion
or 42% of total revenues were generated in France, compared to
20.9 billion
or 50% in 2000. The revenues decline in France and corresponding
growth outside France reflected the impact of our acquisitions
and dispositions, discussed above. Of the revenues generated
outside of France,
14.6 billion
was earned in the rest of Europe, including
4.2 billion
in the UK. In the US, revenues increased 81% to
12.7 billion.
The rest of the world generated revenues of
5.8 billion.

Operating
Income

Total operating income more than doubled to
3.8 billion.
Operating income generated by our core businesses, at
3.8 billion,
increased 145%, of which 59% was due to the inclusion of a full
twelve-month results of the acquired Seagrams operations
in 2001 (compared to twenty-three days in 2000), 38% resulted
from the 2001 acquisitions of Maroc Telecom, Houghton Mifflin
and MP3.com, and the remaining 48% was generated by a
combination of organic growth and the impact of less significant
acquisitions and disposals.

Our Media & Communications businesses
generated operating income before holding and corporate expenses
of
2.2 billion
in 2001 compared to
174 million in
2000. Including holding and corporate expenses, Media &
Communications operating income was
1.8 billion
compared to an operating loss of
39 million
in 2000. As actual 2000 operating income only includes
twenty-three days of the acquired Seagrams operations,
year-on-year comparisons are not meaningful. On a pro forma
basis, which includes twelve months of comparable operations
both for Seagram and the 2001 acquisitions of Maroc Telecom,
Houghton Mifflin and MP3.com, operating income increased 89% to
1.9 billion.
This significant improvement primarily reflects increased
profitability at Universal Studios and within our Telecoms and
Publishing businesses.

Operating income generated by our Environmental
Services businesses increased 24% to
2 billion,
primarily resulting from new environmental contracts,
particularly in water and energy divisions, and the benefits of

50



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productivity plans and restructuring programs of
the former US Filter international operations. Our Environmental
Services businesses contributed 52% to our operating income in
2001, compared to 87% in 2000.


Our non-core businesses incurred an operating
loss of
7 million
in 2001 compared to operating income earned of
273 million
in the prior year. This decline reflects our withdrawal from
construction and real estate operations.

Financial
Expenses, Net

Net financial expenses are principally comprised
of financing costs, financial provisions, capital gains on the
sale of portfolio investments, foreign exchange gains or losses
and dividends from unconsolidated companies. Net financial
expenses increased 153% in 2001 to
1.9 billion,
primarily due to reduced capital gains on the sale of portfolio
investments and increased financial provisions. Net financing
costs, at
1.5 billion,
increased
167 million
or 13%, as a higher average level of debt associated with our
acquisitions was partially offset by a lower average cost of
debt of 4.02% compared to 5.15% in 2000. Capital gains on the
sale of portfolio investments declined to
143 million.
In 2001, the principal gains were on the sale of Sante
Luxembourg and St. Gobain shares. In 2000,
702 million
of capital gains were primarily related to the sale of Alcatel
shares and treasury stock. Financial provisions increased 146%
in 2001 to
482 million,
primarily due to non-cash charges required to reduce the
carrying value of certain publicly traded and privately held
investments that experienced other-than-temporary declines.
Other components of net financial expenses included
51 million
of foreign exchange gains,
13 million
of dividends from unconsolidated companies and
71 million
premium expense on the buy-back of Vivendi Universal puts.

Exceptional
Items, Net

As discussed above, the definition of exceptional
items was restricted in 2001 to include only material items of
an unusual nature that arise from events or transactions outside
the ordinary course of business and which are not expected to
recur. Current year net exceptional income totaled
2.4 billion,
the principal components of which were capital gains on the
disposal of and/or dilution of our interest in other companies,
including:
1 billion
on the BSkyB transactions,
712 million
on the disposition of AOL France,
151 million
on the sale of Eurosport,
116 million
on the sale of a 9.3% interest in Vivendi Environnement (net of
10 million
in fees),
125 million
on the sale of Havas Advertising and
121 million
on the Dalkia/ EDF transactions.

Comparable net exceptional income in 2000 totaled
3.8 billion,
the principal components of which were gains of:
780 million
on the dilution of our interest in Vivendi Environnement due to
its IPO (initial public offering),
735 million
in the Dalkia/ EDF transactions,
534 million
and
473 million
on the dilution of our interests in Vinci and BSkyB,
respectively,
408 million
on the Lagardère/ CanalSatellite/ MultiThématiques
alliance,
372 million
on the dilution of our interest in Sithe and sale of the GPU
power plants and
178 million
on the dilution of our interest in Havas Advertising.

Income
Taxes

Our income and deferred tax provision increased
56% to
1.6 billion,
primarily due to the inclusion of a full twelve-month results of
the acquired Seagrams operations in 2001 (compared to
twenty-three days in 2000). Excluding exceptional items,
goodwill amortization, equity losses and minority interest
Vivendi Universals effective tax rate in 2001 was 40.8%.

Equity
in Losses of Unconsolidated Companies

Equity in losses of unconsolidated companies
increased 48% to
453 million,
primarily due to increased losses from Internet affiliates,
principally Vizzavi and Scoot.com, which increased 200% to
291 million.
Losses at CANAL+ Groups affiliates more than doubled to
236 million,
primarily due to the poor performance of operations in Poland.
Partially offsetting these increases was the disposal of BSkyB,
which reduced equity losses by
119
year-on-year. The inclusion of a full twelve-month results of
USG affiliates also had a positive impact, primarily due to
equity earnings of
141 million
from USA Networks.

51



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##### 



Goodwill
Amortization

Recurring goodwill amortization increased to
almost
1.7 billion,
primarily due to the inclusion of a full twelve-months of
goodwill amortization related to the merger with Seagram and
Canal Plus. Additionally, as previously discussed, our 2001
annual review for impairment of the carrying value of long-lived
assets resulted in a non-recurring, non-cash charge of
12.9 billion
to goodwill amortization. The impact of the charge on future
results will be to reduce goodwill amortization by approximately
380 million
per year.

Minority
Interest

Minority interest, at
594 million,
decreased 5%. The merger with Seagram and acquisition of Maroc
Telecom and improved profitability at Cegetel increased minority
interest by approximately
174 million
and
247 million,
respectively. Offsetting these increases were reductions of
approximately
459 million
related to our Environmental Services businesses (including
0.3 billion
related to the goodwill impairment charge) and
106 million
related to the disposal of non-core businesses.

Net
Income (Loss) and Earnings (Loss) Per Share

A net loss of
13.6 billion
or 13.53 per
share (basic and diluted) was incurred in 2001, compared with
net income earned of
2.3 billion
or 3.63 per
basic share and
3.41 per share
on a diluted basis in 2000.

Adjustments
to conform to US GAAP

For the year ended December 31, 2001, the
net loss under US GAAP was
1,172 million
compared to a net loss of
13,597 million
under French GAAP. The most significant reconciling item was the
reversal of the goodwill impairment charge, which increased net
income by approximately
12.6 billion.
Other reconciling items, specific to 2001, resulted from the
differential accounting treatment for the sale of our investment
in BSkyB, which increased net income by approximately
73 million,
and the adoption of Statement of Financial Accounting Standards
(SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities, which increased net
income by approximately
74 million.
For the years ended December 31, 2000 and 1999, net income
under US GAAP was
1,908 million
and
246 million,
respectively, compared to net income of
2,299 million
and 1,435
million under French GAAP.

The most significant reconciling item impacting
all periods presented relates to business combination
accounting, as described in Note 14 to our Consolidated
Financial Statements. As permitted under French GAAP prior to
December 31, 1999, goodwill could be recorded as a
reduction of shareholders equity when the acquisition was
paid for with equity securities, whereas under US GAAP goodwill
is always recognized as an asset. Additionally, certain
acquisitions, notably Havas and Pathé, that did not meet
the US GAAP criteria for pooling were accounted for in our
Consolidated Financial Statements using a method pursuant to
which goodwill is computed as the difference between the
consideration paid and the net historical book value acquired.
For US GAAP purposes, these acquisitions were accounted for as
purchase business combinations, accordingly goodwill is computed
as the excess of consideration paid over the fair value of
assets acquired and liabilities assumed. The reconciliation
impact is that French GAAP potentially results in a lower net
asset value being assigned to acquisitions, which results in
higher gains on the sales of businesses as compared to US GAAP.
Additionally, the amortization of goodwill charged to earnings
is lower under French GAAP than under US GAAP.

For further discussion of the significant items
in reconciling French GAAP and US GAAP, as they apply to the
Vivendi Universal, see Item 18  Financial
Statements  Note 14 Supplemental Disclosures
Required Under US GAAP and SEC Regulations.

2000 Versus 1999 (restated)

Revenues

Total revenues were
41.8 billion
in 2000. Revenues generated by our core businesses, at
40.1 billion,
increased 37%, of which almost 20% resulted from acquisitions
and the impact of consolidating the results of

52



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CANAL+ Group for the full twelve-month period in
2000 (compared to three months in 1999), approximately 4%
resulted from favorable foreign currency exchange rates and over
13% was due to organic growth.


Revenues generated by our Media &
Communications businesses increased 63% to
13.6 billion,
primarily due to the consolidation of CANAL+ Group, as discussed
above. Organic growth was 19% with growth in all business
segments. USG and UMG contributed revenues of
194 million
and
495 million,
respectively, in the twenty-three day period since the
completion of the merger on December 8, 2000. Our
Media & Communications businesses generated 33% of our
revenue, compared to 20% in 1999.

Revenues generated by our Environmental Services
businesses, at
26.5 billion,
increased 26%, primarily due to the full-year effect of
acquisitions made in 1999, principally US Filter, which was
consolidated for twelve months in 2000 compared to eight months
in 1999. Organic growth of 11% was generated by new contracts in
the water, waste management and transportation divisions,
increases in volumes and the price of paper in the waste
management division and cogeneration facilities in France
combined with expansion in Northern and Eastern Europe in the
energy division. Our Environmental Services businesses
represented 63% of our revenue, compared to 51% in 1999.

Revenues from non-core businesses declined to
1.7 billion
from 11.6
billion in 1999, primarily reflecting the dispositions of Vinci
and Nexity, which had generated revenues of
8.8 billion
and
1.5 billion,
respectively, in 1999. Of the
1.7 billion
in revenues from non-core businesses,
1.4 billion
was earned by Sithe, in which we now have a reduced interest.

In 2000,
21.2 billion
or 51% of total revenue was generated in France, compared to
23.6 billion
or 58% in 1999. The revenue decline in France and corresponding
growth outside France reflected the impact of our acquisitions
and dispositions, discussed above. Of the revenue generated
outside of France,
5.6 billion
was earned in the euro zone (includes 10 countries in Western
Europe) and
4.8 billion
was earned in European countries outside the euro zone,
including
3 billion
in the UK. In the Americas, revenue increased 52% to
8.5 billion,
in Asia/ Pacific, revenue reached
1.3 billion,
including
0.5 billion
in Australia, an increase of 64%. In emerging markets, revenue
was approximately
0.5 billion.

Operating
Income

Operating income was
2.6 billion
in 2000, a 40% increase over 1999. Our Media &
Communications businesses generated operating income of
612 million,
before holding and corporate expenses, more than triple that of
1999. Including holding and corporate expenses, Media &
Communications operating income was
417 million,
representing 16% of our total operating income. This growth came
primarily from our Telecoms business. This increase was
primarily a consequence of the increased profitability of our
French mobile business, which had operating income of
660 million,
up from
185 million
in 1999. In addition, Cegetels fixed telephony business
start-up losses were reduced, from
206 million
in 1999 to
149 million
in 2000.

Operating income generated by our Environmental
Services businesses reached
1.9 billion
in 2000, up from
1.5 billion
in 1999. This 28% increase is attributable primarily to Vivendi
Water and Onyx. Organic growth, primarily resulting from new
environmental contracts, was 10%. Our Environmental Services
businesses contributed almost 74% to our operating income in
2000, compared to 81% in 1999. Operating income from non-core
businesses, principally in construction and real estate amounted
to
257 million
in 2000 versus
351 million
in 1999.

Financial
Expenses, Net

Net financial expenses increased significantly to
633 million,
primarily due to increased financing costs associated with our
acquisitions. In addition to
1,288 million
of financing costs, net financial expenses included
685 million
of capital gains on the sale of portfolio investments, primarily
the sale of Alcatel and treasury shares and
92 million
of financial provisions. In 1999, our net financial expense was
comprised of
872 million
in financing costs,
451 million
of capital gains,
163 million
of financial provisions and

53



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##### 



236 million
of foreign exchange gains. Our average cost of debt in 2000 was
5.15% compared to 5.13% in 1999.


Exceptional
Items, Net

As discussed above, prior to 2001, Vivendi
Universal had a broader definition of exceptional items, which
in addition to capital gains on the disposal of and/or dilution
of our interest in other companies also included restructuring
costs, plant dismantling and closure costs and the effect of
guarantees given when exercised, among others. In 2000, net
exceptional income of
2.9 billion
was earned compared to net exceptional expense incurred of
0.8 billion in
1999. The principal components of net exceptional income in 2000
were
3.8 billion
capital gains on the disposal of and/or dilution of our interest
in other companies, partially offset by restructuring costs of
271 million
and other exceptional charges of
559 million.
The most significant capital gains were:
780 million
on the dilution of our interest in Vivendi Environnement due to
its IPO,
735 million
in the Dalkia/ EDF transactions,
534 million
and
473 million
on the dilution of our interests in Vinci and BSkyB,
respectively,
408 million
on the Lagardère/ CanalSatellite/ MultiThématiques
alliance,
372 million
on the dilution of our interest in Sithe and sale of the GPU
power plants and
178 million
on the dilution of our interest in Havas Advertising.
Restructuring costs included
147 million
for our Publishing business and
124 million
for our Environmental Services business.

Income
Taxes

Our income and deferred tax provision was
1 billion
in 2000, compared to a tax benefit of
946 million
in 1999. The year-on-year variance primarily results from a
revaluation of tax loss carry forwards in 1999 of approximately
1 billion.
Excluding exceptional items, goodwill amortization, equity
losses and minority interest Vivendi Universals effective
tax rate in 2000 was 33.7%.

Equity
in Earnings (Losses) of Unconsolidated Companies

The equity in earnings of affiliates decreased to
a loss of
306 million
in 2000 from income of
33 million
in 1999. The decrease is primarily due to increased losses from
TV & Film affiliates of
109 million
in 2000 compared to
20 million
in 1999 and BSkyB of
119 million
in 2000 compared to
14 million
in 1999, combined with losses of
125 million
from new Internet affiliates, most of which did not exist in
1999.

Goodwill
Amortization

Goodwill amortization increased 5% to
634 million
in 2000, primarily due to the inclusion of twenty-three days of
goodwill amortization related to the merger with Seagram and
Canal Plus, partially offset by the impact of dispositions.

Net
Income and Earnings Per Share

Net income of
2.3 billion
or 3.63 per
basic share and
3.41 per share
on a diluted basis was earned in 2000, compared with net income
of
1.4 billion
or 2.70 per
basic share and
2.49 per share
on a diluted basis in 1999.

54



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##### 



Business Segment Results (French GAAP
Basis)

|                                                          |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |        |       |  
|--------------------------------------------------------- | ---------------------- | ----------------------- | ------- | ------------------- | ----- | ---- | ------- | ------- | ----- | ---- | ------- | ------ | ----- | - | ------- | ------ | ----- | - | ------- | ------ | ----- | - | ------- | ------ | ----- | -
|                                                          |                        |                         |         |                     |       |      |         |         |       |     
|                                                          |                        |                         |         | Pro Forma(3)       
|                                                          |                        | Actual                  |         | Year Ended December
|                                                          |                        | Year Ended December 31, |         | 31,                
|                                                          |                        |                         |         |                    
|                                                          |                        | 2001                    |         | 2000(1)             |       | 2000 |         | 1999(2) |       | 2001 |         | 2000  
|                                                          |                        |                         |         |                     |       |      |         |         |       |      |         |       
|                                                          |                        |                        
|                                                          |                        | (In millions of euros) 
|Revenues                                                  |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |       
|                                                          | Music                  |                         |         | 6,560              |       |      |         | 495    |       |      |         | 495   |       |   |         |      |       |   |         | 6,560 |       |   |         | 6,611 |      
|                                                          | Publishing             |                         |         | 4,286               |       |      |         | 3,540   |       |      |         | 3,540  |       |   |         | 3,278  |       |   |         | 4,722  |       |   |         | 4,497  |      
|                                                          | TV & Film              |                         |         | 9,501               |       |      |         | 4,248   |       |      |         | 4,248  |       |   |         | 1,151  |       |   |         | 9,501  |       |   |         | 8,795  |      
|                                                          |                        | USG                     |         |                     | 4,938 |      |         |         | 194   |      |         |        | 194   |   |         |        |      |   |         |        | 4,938 |   |         |        | 4,741 |  
|                                                          |                        | CANAL+ Group & Other    |         |                     | 4,563 |      |         |         | 4,054 |      |         |        | 4,054 |   |         |        | 1,151 |   |         |        | 4,563 |   |         |        | 4,054 |  
|                                                          | Telecoms               |                         |         | 7,639               |       |      |         | 5,270   |       |      |         | 5,270  |       |   |         | 3,913  |       |   |         | 7,977  |       |   |         | 6,458  |      
|                                                          | Internet               |                         |         | 129                 |       |      |         | 48      |       |      |         | 48     |       |   |         | 2      |       |   |         | 184    |       |   |         | 135    |      
|                                                          |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |       
|                                                          | Media & Communications |                         |         | 28,115              |       |      |         | 13,601  |       |      |         | 13,601 |       |   |         | 8,344  |       |   |         | 28,944 |       |   |         | 26,496 |      
|                                                          | Environmental Services |                         |         | 29,094              |       |      |         | 26,294  |       |      |         | 26,512 |       |   |         | 20,959 |       |   |         | 29,094 |       |   |         | 26,294 |      
|                                                          | Non-core businesses    |                         |         | 151                 |       |      |         | 1,685   |       |      |         | 1,685  |       |   |         | 11,552 |       |   |         | 151    |       |   |         | 261    |      
|                                                          |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |       
|Total Vivendi Universal                                   |                        |                         | 57,360 |                     |       |      | 41,580 |         |       |      | 41,798 |        |       |   | 40,855 |        |       |   | 58,189 |        |       |   | 53,051 |       
|                                                          |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |       
|Operating Income (Loss), before goodwill
    amortization |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |       
|                                                          | Music                  |                         |         | 719                |       |      |         | 86     |       |      |         | 86    |       |   |         |      |       |   |         | 719   |       |   |         | 726   |      
|                                                          | Publishing             |                         |         | 479                 |       |      |         | 172     |       |      |         | 345    |       |   |         | 352    |       |   |         | 448    |       |   |         | 388    |      
|                                                          | TV & Film              |                         |         | (74                 | )     |      |         | (354    | )     |      |         | (111   | )     |   |         | (103   | )     |   |         | (74    | )     |   |         | (334   | )    
|                                                          |                        | USG                     |         |                     | 300   |      |         |         | (13   | )    |         |        | (13   | ) |         |        |      |   |         |        | 300   |   |         |        | 7     |  
|                                                          |                        | CANAL+ Group & Other    |         |                     | (374  | )    |         |         | (341  | )    |         |        | (98   | ) |         |        | (103  | ) |         |        | (374  | ) |         |        | (341  | )
|                                                          | Telecoms               |                         |         | 1,330               |       |      |         | 464     |       |      |         | 486    |       |   |         | (60    | )     |   |         | 1,418  |       |   |         | 776    |      
|                                                          | Internet               |                         |         | (290                | )     |      |         | (195    | )     |      |         | (194   | )     |   |         | (35    | )     |   |         | (301   | )     |   |         | (238   | )    
|                                                          |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |       
|                                                          |                        |                         | 2,164   |                     |       |      | 173     |         |       |      | 612     |        |       |   | 154     |        |       |   | 2,210   |        |       |   | 1,318   |       
|                                                          | Holding & Corporate    |                         |         | (326                | )     |      |         | (212    | )     |      |         | (195   | )     |   |         | (152   | )     |   |         | (326   | )     |   |         | (322   | )    
|                                                          |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |       
|                                                          | Media & Communications |                         |         | 1,838               |       |      |         | (39     | )     |      |         | 417    |       |   |         | 2      |       |   |         | 1,884  |       |   |         | 996    |      
|                                                          | Environmental Services |                         |         | 1,964               |       |      |         | 1,589   |       |      |         | 1,897  |       |   |         | 1,483  |       |   |         | 1,964  |       |   |         | 1,589  |      
|                                                          | Non-core businesses    |                         |         | (7                  | )     |      |         | 273     |       |      |         | 257    |       |   |         | 351    |       |   |         | (7     | )     |   |         | 21     |      
|                                                          |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |       
|Total Vivendi Universal                                   |                        |                         | 3,795  |                     |       |      | 1,823  |         |       |      | 2,571  |        |       |   | 1,836  |        |       |   | 3,841  |        |       |   | 2,606  |       
|                                                          |                        |                         |         |                     |       |      |         |         |       |      |         |        |       |   |         |        |       |   |         |        |       |   |         |       



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to reflect Changes in Accounting
    Principles and Financial Statement Presentation adopted in 2001,
    as discussed on page 41.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(2) | Restated to reflect Changes in Accounting
    Principles and Financial Statement Presentation adopted in 2000,
    as discussed on page 41.                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(3) | The pro forma information illustrates the effect
    of the Merger Transactions, the acquisitions of Maroc Telecom,
    Houghton Mifflin and MP3.com and the disposition of certain
    interests in Sithe and France Loisirs, as if these transactions
    had occurred at the beginning of 2000. The pro forma information
    is calculated as a simple sum of the actual results of Vivendi
    Universals businesses with the actual results reported by
    each of the acquired or disposed businesses in each year
    presented and include no other adjustments.

55



---



##### 



Supplemental Data (French GAAP
Basis)

Media & Communications EBITDA
Reconciled to Operating Income

|                                                   |                                                             |                         |        |              |     |      |       |         |     |      |       |        |     |   |     |      |    |  |        |        |     |  |       |        |     | 
|-------------------------------------------------- | ----------------------------------------------------------- | ----------------------- | ------ | ------------ | --- | ---- | ----- | ------- | --- | ---- | ----- | ------ | --- | - | --- | ---- | -- |  | ------ | ------ | --- |  | ----- | ------ | --- | 
|                                                   |                                                             |                         |        |              |     |      |       |         |     |     
|                                                   |                                                             |                         |        | Pro Forma(3)
|                                                   |                                                             | Actual                  |        | Year Ended  
|                                                   |                                                             | Year Ended December 31, |        | December 31,
|                                                   |                                                             |                         |        |             
|                                                   |                                                             | 2001                    |        | 2000(1)      |     | 2000 |       | 1999(2) |     | 2001 |       | 2000  
|                                                   |                                                             |                         |        |              |     |      |       |         |     |      |       |       
|                                                   |                                                             |                        
|                                                   |                                                             | (In millions of euros) 
|EBITDA(4)                                          |                                                             |                         |        |              |     |      |       |         |     |      |       |        |     |   |     |      |    |  |        |        |     |  |       |       
|                                                   | Music                                                       |                         |        | 1,158       |     |      |       | 94     |     |      |       | 94    |     |   |     |    |    |  |        | 1,158 |     |  |       | 1,157 |    
|                                                   | Publishing                                                  |                         |        | 817          |     |      |       | 493     |     |      |       | 493    |     |   |     | 410  |    |  |        | 827    |     |  |       | 770    |    
|                                                   | TV & Film                                                   |                         |        | 1,224        |     |      |       | 526     |     |      |       | 526    |     |   |     | 85   |    |  |        | 1,224  |     |  |       | 771    |    
|                                                   |                                                             | USG                     |        |              | 653 |      |       |         | (4  | )    |       |        | (4  | ) |     |      |   |  |        |        | 653 |  |       |        | 241 | 
|                                                   |                                                             | CANAL+ Group & Other    |        |              | 571 |      |       |         | 530 |      |       |        | 530 |   |     |      | 85 |  |        |        | 571 |  |       |        | 530 | 
|                                                   | Telecoms                                                    |                         |        | 2,307        |     |      |       | 1,131   |     |      |       | 1,303  |     |   |     | 494  |    |  |        | 2,450  |     |  |       | 1,642  |    
|                                                   | Internet                                                    |                         |        | (209         | )   |      |       | (183    | )   |      |       | (183   | )   |   |     | (34  | )  |  |        | (210   | )   |  |       | (207   | )  
|                                                   |                                                             |                         |        |              |     |      |       |         |     |      |       |        |     |   |     |      |    |  |        |        |     |  |       |       
|                                                   |                                                             |                         | 5,297  |              |     |      | 2,061 |         |     |      | 2,233 |        |     |   | 955 |      |    |  | 5,449  |        |     |  | 4,133 |       
|                                                   | Holding & Corporate                                         |                         |        | (261         | )   |      |       | (137    | )   |      |       | (137   | )   |   |     | (76  | )  |  |        | (261   | )   |  |       | (250   | )  
|                                                   |                                                             |                         |        |              |     |      |       |         |     |      |       |        |     |   |     |      |    |  |        |        |     |  |       |       
|Media & Communications EBITDA                      |                                                             |                         | 5,036  |              |     |      | 1,924 |         |     |      | 2,096 |        |     |   | 879 |      |    |  | 5,188  |        |     |  | 3,883 |       
|                                                   | Depreciation & amortization                                 |                         |        | (2,605       | )   |      |       | (1,329  | )   |      |       | (1,501 | )   |   |     | (729 | )  |  |        | (2,682 | )   |  |       | (2,210 | )  
|                                                   | Film amortization at CANAL+ Group                           |                         |        | (223         | )   |      |       | (142    | )   |      |       | (142   | )   |   |     | (122 | )  |  |        | (223   | )   |  |       | (142   | )  
|                                                   | Book plate amortization at Vivendi Universal
    Publishing |                         |        | (49          | )   |      |       | (36     | )   |      |       | (36    | )   |   |     | (26  | )  |  |        | (78    | )   |  |       | (95    | )  
|                                                   | Other one-time items(5)                                     |                         |        | (192         | )   |      |       | (456    | )   |      |       |       |     |   |     |     |    |  |        | (192   | )   |  |       | (440   | )  
|                                                   | Restructuring charges                                       |                         |        | (129         | )   |      |       |        |     |      |       |       |     |   |     |     |    |  |        | (129   | )   |  |       |       |    
|                                                   |                                                             |                         |        |              |     |      |       |         |     |      |       |        |     |   |     |      |    |  |        |        |     |  |       |       
|Media & Communications Operating Income
    (Loss) |                                                             |                         | 1,838 |              |     |      | (39  | )       |     |      | 417  |        |     |   | 2  |      |    |  | 1,884 |        |     |  | 996  |       
|                                                   |                                                             |                         |        |              |     |      |       |         |     |      |       |        |     |   |     |      |    |  |        |        |     |  |       |       



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to reflect Changes in Accounting
    Principles and Financial Statement Presentation adopted in 2001,
    as discussed on page 41.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(2) | Restated to reflect Changes in Accounting
    Principles and Financial Statement Presentation adopted in 2000,
    as discussed on page 41.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(3) | The pro forma information illustrates the effect
    of the Merger Transactions, the acquisitions of Maroc Telecom,
    Houghton Mifflin and MP3.com and the disposition of our interest
    in France Loisirs, as if these transactions had occurred at the
    beginning of 2000. The pro forma information is calculated as a
    simple sum of the actual results of Vivendi Universals
    businesses with the actual results reported by each of the
    acquired or disposed businesses in each year presented and
    include no other adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(4) | As defined by Vivendi Universal, EBITDA consists
    of operating income before depreciation, amortization (including
    film amortization at CANAL+ Group and book plate amortization at
    Vivendi Universal Publishing), restructuring charges and other
    one-time items (principally reorganization costs at CANAL+
    Group), and does not reflect adjustment for any minority
    interests in fully consolidated subsidiaries. EBITDA is
    presented and discussed because Vivendi Universal management
    considers it an important indicator of the operational strength
    and performance of its Media & Communications
    businesses, including the ability to provide cash flows to
    service debt and fund capital expenditures. However, it should
    be noted that EBITDA is not a substitute for operating income,
    net income, cash flows and other measures of financial
    performance and Vivendi Universal EBITDA may not be strictly
    comparable to similarly titled measures widely used in the US or
    reported by other companies.
|   
|(5) | Other one-time items primarily related to
    reorganization costs at CANAL+ Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

56



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##### 



Music

In order to present meaningful comparative
information for assessing earnings trends at UMG, the following
discussion focuses on pro forma results, which include twelve
months of operations in each year presented. The actual 2000
results only include twenty-three days of UMG operations since
the completion of the merger on December 8, 2000. Revenues
for that period were
495 million,
operating income and EBITDA were
86 million and
94 million,
respectively.

2001 Versus 2000

Pro forma Amid the backdrop of an economic
recession and the fallout from the events of September 11,
the year 2001 was a period of turbulence and transition for the
music industry. Worldwide music sales were down as the music
market witnessed an estimated global market decline of almost 5%
in value, with declines in all regions except ANZA (Australia/
New Zealand/ Africa).

In view of the difficult and unpredictable market
conditions, UMG delivered solid results. Revenues and operating
income declined less than 1%, to
6.6 billion
and
719 million,
respectively, and EBITDA was essentially flat at
1.2 billion.
Although the impact of foreign currency exchange rate movements
on total results was not significant, revenues, EBITDA and
operating income would have increased slightly on a constant
euro basis, as foreign exchange gains in North America were more
than offset by foreign exchange losses in all other regions.
Excluding one-time income received last year from legal
settlements with MP3.com and others, revenues increased 1% and
EBITDA increased 4% on a constant euro basis. Depreciation and
amortization, which is the only difference between EBITDA and
operating income, increased 2% accounting for the decline in
operating income. UMGs global market share is estimated to
have increased 0.6 points to 22.7%, reflecting growth in Europe
and ANZA partially offset by declines in Asia and Latin America.
UMGs North American market share essentially remained
unchanged. Best selling albums in the year included those by
Shaggy, Enrique Iglesias, Nelly Furtado, Limp Bizkit, Andrea
Bocelliand the soundtracks of O Brother Where Art Thouand Moulin Rouge. Although unit sales of the ten best
selling albums declined 35% year-on-year, overall unit sales
declined by only 1% reflecting the strength of UMGs
catalog and local repertoire. Gabrielle, S Club 7and
HearSayfrom the UK, No Angelsand
Rammsteinfrom Germany, L5from France and
Masaharu Fukuyamafrom Japan all sold in excess of one
million copies. The soundtracks to Universals films The
Fast and the Furious, American Pie 2and Bridget
Joness Diaryalso sold over one million copies each,
with the latter shipping in excess of three million copies.

North American revenues declined 1% (2% on a
constant euro basis) year-on-year, primarily due to the weak US
music market in which total album sales fell 2.8% year-on-year.
In the US, UMG retained its market leadership with a market
share of 26.4% of total albums sold, down 0.4 percentage
points but 10 percentage points above its closest competitor,
according to SoundScan. In Canada, UMG increased its market
share by 3.7 percentage points to 28.2%. North American
EBITDA increased 1% (decreased 1% on a constant euro basis) as
lower costs of sales were offset by higher overhead and
marketing costs and a decline in international sales of local
repertoire. Excluding income from the MP3.com legal settlement,
EBITDA grew 4% at constant exchange rates.

In Europe, not only did UMG retain the #1
position, but it also increased its lead over the rest of the
competition both in singles and albums chart share. The Music
& Media pan-European sales chart reported that UMGs
share of 2001s Eurochart Hot 100 Singles listing increased
significantly to 31.7%, from 22.4% in 2000, propelled by massive
hits such as Eminems Stanand Shaggys It
Wasnt Me. In album sales, UMG enjoyed a
1.3 percentage point growth to 26.4%, driven by market
gains in the UK and Germany. European revenues increased 3% (5%
on a constant euro basis) as growth in the UK, France and
Germany more than offset declining sales in many other markets
of the region. The Popstars TV phenomenon, including
HearSayin the UK, L5and Star Academyin France and No Angelsin Germany, also contributed
to the growth and in total sold over four million albums and in
excess of seven million singles. European EBITDA declined 16%
(15% on a constant euro basis) primarily due to lower
international sales of local repertoire combined with higher
overhead and marketing costs.

57



---



##### 



ANZA witnessed an estimated market growth of 6.6%
during the year, the only region in the world that exhibited
growth. UMGs performance in ANZA was exceptionally strong.
Regional market share increased 3% to 22.6%, strengthening
UMGs market leadership. Revenues increased 15% (26% on a
constant euro basis) driven by the recovery in the Australian
music market and new license deals. EBITDA increased 3% (14% on
a constant euro basis), however, a higher proportion of license
and joint venture sales eroded margins.

In Asia, weakness in Japan resulted in an
estimated 7.2% decline in the music market and a
0.8 percentage point decline in UMGs market share to
10.9%. Asian revenues declined 11% (4% on a constant euro basis)
primarily due to the deconsolidation of Decca Taiwan, which was
partially offset by strong increases in sales in Korea and
Taiwan. EBITDA increased 8% (18% on a constant euro basis) due
to a reduction of losses in Taiwan and improved profitability in
Japan driven by cost savings and lower returns rates.

The deteriorating business environment in Latin
America resulted in an estimated 27.3% decline in the music
market, which was compounded by a 1.9 percentage point drop in
UMGs market share. Revenues declined 24% (18% on a
constant euro basis) reflecting the poor market conditions,
heavy returns in Brazil and Mexico and the filing of a major
Argentine customer for bankruptcy protection. EBITDA declined
compared to the prior year due to lost contribution from the
drop in sales and an increase in the provision for doubtful
accounts and inventory obsolescence.

In addition to the economic recession, the music
industry also has to contend with a shrinking market in terms of
traditional sales. In a maturing CD market, online sales are
expected to drive the next wave of structural growth. However,
the explosion of Internet piracy and the increasing popularity
of file sharing and CD-burning have threatened industry growth.
UMG is focused on combating piracy and continues to pursue
strategic initiatives to legitimize digital-music offerings and
deliver affordable music content to consumers on global and
multi-platform bases. Over the past year, these initiatives have
included:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Pressplay, the online music service which is a
    joint venture between Sony Music Entertainment and UMG,
    continued to expand its online catalogue through licensing
    agreements with EMI, as well as several independent labels
    (Madacy, Navarre, OWIE, Razor & Tie, Roadrunner, Rounder,
    Sanctuary, TVT Records and Zomba). Its catalog also includes
    titles from Sony Music and Universal Music. pressplay,
    launched in December 2001, offers consumers on-demand access to
    a vast catalog of digital music through an array of affiliates,
    including MP3.com, MSN and Yahoo!.                
|
| |  | UMG continued to license its music catalogue in
    the US with non-exclusive agreements. For example, Launch.com
    received a catalogue license from UMG for their interactive
    radio service; Full Audio, a digital music subscription service
    provider, licensed a significant number of recordings from
    UMGs catalog for their on-demand download subscription
    service; Streamwaves, licensed Christian albums from UMGs
    catalog for its on-demand streaming music subscription service
    Higherwaves; and MusicMusicMusic, licensed certain
    albums for its on-demand streaming music service.
|
| |  | UMG has been undergoing extensive exploration and
    technical evaluation of a variety of technologies designed to
    prevent the growing problem of CD copying and duplication. UMG
    implemented copy protection on a limited number of releases in
    the fourth quarter 2001.                                                                                                                                                                                                                                                                                                                                           

These initiatives together with UMGs
continued focus on cost control and strengthening its worldwide
leadership position, coupled with a strong 2002 release schedule
including, Shania Twain, Eminem, Limp Bizkit, U2, Shaggy, Bon
Jovi, Sting, Dr. Dreand Nelly, among others,
indicate that UMG is well positioned for 2002. However, the
music market in 2002 is expected to remain challenging.

2000 Versus 1999

Pro
forma UMGs revenues
increased almost 16% to
6.6 billion
in 2000. Excluding the impact of favorable foreign exchange,
revenue would have increased 5%. In 2000, sixty-seven albums
reached worldwide sales in excess of one million units and five
albums sold over five million units. Major album sales included
those by Eminem, Limp Bizkit, U2, Bon Jovi, Nelly,
Dr. Dre, 3 Doors Down, Sisqo, Sting, Texas, Ronan Keatingand Aqua, among others. UMG continued to hold strong
chart positions in all music genres and major

58



---



##### 



markets, including the US, UK, France, Germany
and Brazil. Internationally, UMG continued to maintain a strong
local repertoire presence. In 2000, revenue generated in North
America accounted for 44% of the total music revenue. The
European market accounted for 39%, Asia Pacific contributed 13%
and Latin America accounted for the remaining 4%. Operating
income increased 42% and EBITDA increased 38% (24% on a constant
euro basis), reflecting strong performances in North America and
Europe and worldwide cost savings achieved from the integration
of PolyGram, partially offset by investments in our electronic
business initiatives and weaker results in Latin America.


Publishing

The current year has been a period of
transformation for Vivendi Universal Publishing (VUP), during
which it successfully integrated the operations of Universal
Interactive Games, completed its acquisition of Houghton
Mifflin, disposed of France Loisirs in 2001 and entered into an
agreement to sell its B2B and health divisions to two newly
formed investment companies led by the Cinven investment fund.
With these transactions, VUP now the third largest worldwide
publisher has refocused its activities in areas where it is a
market leader: publishing (including education, reference and
literature) and games, both of which are not reliant on
advertising revenues. Along with these two divisions, VUP will
retain only its consumer press division, which includes the
major French brands, Groupe Express, Groupe Expansion and Groupe
lEtudiant.

2001 Versus 2000 (Restated)

Actual
Revenues increased 21% to
4.3 billion,
EBITDA increased 66% to
817 million
and operating income increased 178% to
479 million.
These significant improvements primarily reflect the inclusion
of six months results of the acquired Houghton Mifflin
operations and a full twelve months results of the acquired
Universal Interactive Studios, partially offset by the loss of
earnings due to the disposal of France Loisirs. In order to
present meaningful comparative information for assessing
earnings trends at VUP, the following discussion focuses on pro
forma results, which illustrate the effect of the acquisitions
of Houghton Mifflin and Universal Interactive Studios and the
disposition of France Loisirs, as if the transactions had
occurred at the beginning of 2000.

2001 Versus 2000

Pro
forma VUP generated
revenues of
4.7 billion,
up 5%, EBITDA of
827 million,
up 7%, and operating income of
448 million,
up 15%. The improved results primarily reflect the very strong
performances of the games and publishing divisions. Operating
income growth was higher than revenues and EBITDA growth due to
lower reorganization costs and other one-time expenses in 2001
compared to 2000, partially offset by increased depreciation and
amortization related to the acquisition of Houghton Mifflin in
2001.

At the games division, revenues grew by 23% to
503 million
and EBITDA increased 26% to
109 million
reflecting the strong performance of all groups. After its
reorganization, Sierra successfully launched Arcanumand
Throne of Darknessin the third quarter and Empire
Earthin the fourth quarter, which positively impacted
results. Despite the lack of a major new release in 2001,
Blizzard Entertainment had a successful year due to the strong
performance of the Diablo IIexpansion pack. Universal
Interactive Studios finished the year well due to a very strong
fourth quarter release schedule that included, Spyro The
Dragon: Season of Iceon Game Boy Advance, The Mummy
Returnsand Crash Bandicoot: The Wrath of Cortexon
PS2 (PlayStation2) and Bruce Lee: Quest of the Dragonon
Xbox. PPG (Partner Publishing Group), a newly created internal
studio, had a solid year distributing games for third parties,
including Aliens Versus Predatorfrom Fox,
Baldurs Gate: Dark Alliancefrom Interplay and
Dark Age of Camelotfrom Mythic Entertainment.

At the publishing division, revenues and EBITDA
increased 5% and 12%, respectively, (excluding businesses that
will be divested as part of the anticipated sale of the B2B and
health divisions) due to the strong performance of the education
division and Houghton Mifflin. Excluding Houghton Mifflin,
education revenues increased 9% to
1.1 billion
and EBITDA, at
193 million,
grew by 48%. The strong results reflect a highly successful
back-to-school program in France, Spain and Brazil, the
successful launch of Jumpstartin the US and Adibou3in France, continued high profitability at Larousse and Le
Robert and strong results at

59



---



##### 



Kids US and Europe due to new edutainment
licenses with Mattel, Jurassic Park and Sabrina. At Houghton
Mifflin, revenue grew 13% to
1.3 billion
and EBITDA increased 15% to
303 million.
These results reflect growth at the K12 (kindergarten to
grade 12) divisions primarily due to the issuance of
revised textbook editions and the success of the new high school
mathematics program. The college division outperformed the
industry with 8% revenue growth, and the trade divisions
performance was bolstered by the launch of the first
J.R.R. Tolkien books.


Results at the literature division were good with
strong and continued growth of Pocket Sales, partially offset by
a slow down on the larger formats in the second half of the
year. Results at the consumer press division were down due to
the slowdown in advertising and classifieds but circulation
remains strong.

Businesses that will be divested as part of the
anticipated sale of VUPs B2B and health divisions
generated revenues of
955 million
and EBITDA of
136 million
in 2001, down 2% and 17%, respectively compared to 2000.

With an outstanding 2002 game release schedule
including, Warcraft III: Reign of Chaosfrom Blizzard,
Maliceon PS2 and Xbox from Sierra, Crash Bandicoot:
The Wrath of Cortexon Xbox, The Scorpion King: Sword of
Osirisand Crash Bandicoot: The Huge Adventureon
Game Boy Advance and The Thingon Xbox and PS2 from
Universal Interactive Studios, the games division is expected to
continue its growth in 2002. The publishing division is in a
good position to outperform the market due to stronger
competitive positions, education opportunities such as the
Reading Program adoption in California and strong program
renewals in Spain (despite a low adoption year) and continuous
international development in the reference business. These
factors combined with improved margins due to restructuring and
cost control, indicate that VUP will contribute positively to
revenue and EBITDA growth in 2002.

2000 Versus 1999 (Restated)

Actual
Revenues, at
3.5 billion,
increased 8%, EBITDA grew 20% to
493 billion
and operating income declined 2% to
345 million.
Excluding the amortization of Havas Interactive acquired
software, operating income would have increased 8% to
381 million,
approximately 5% of which was from organic growth. Organic
revenue growth at our games division was 27%, primarily due to
the worldwide success of Diablo II. The education
division generated revenues of approximately
1.0 billion
and had a successful year in textbooks (partly due to the
turnaround of Anaya in Spain) but faced a weak market for
educational CD-ROM sales, primarily in the US Revenues generated
by the health division at
419 million,
increased in excess of 90%, due in part to the integration of
Staywell-3V, a leading provider of consumer health information.
Organic revenue growth in the health division was 6%. The
information division contributed revenues in excess of
1.2 billion,
an increase of 6%, reflecting the outstanding advertising market
for B2B and consumer magazines. The literature division
(excluding France Loisirs) performed well with revenue of
184 million,
up 10% from 1999. Revenue generated outside France accounted for
46% of the VUPs businesses compared to 40% in 1999.

2000 versus 1999

Pro
forma Pro forma results
differ from actual results only in that they include twelve
months results of the acquired Universal Interactive Studios
operations in each year presented. Revenues generated by
Universal Interactive Studios were
60 million
and
74 million
in 2000 and 1999, respectively, and EBITDA/operating income was
37 million
and
32 million
in 2000 and 1999 respectively.

TV & Film

The TV & Film business is comprised of USG,
and CANAL+ Group and other (CANAL+ Group and Other).

60



---



##### 



2001 Versus 2000 (Restated)

Actual
In 2001, revenues increased 124%, EBITDA more than doubled and
the operating loss was reduced to
74 million
from
354 million
in 2000. These significant improvements primarily reflect the
combined full year effect of the Merger Transactions and
successful integration of USG. As the actual 2000 results only
include twenty-three days of USG operations since the completion
of the Merger Transactions, the following discussion focuses on
pro forma results, which include twelve months of operations in
each year presented.

2001 Versus 2000

Pro
forma Total revenues
increased 8% to
9.5 billion.
Excluding the revenues of USG filmed entertainment, which
increased 4%, revenue growth was 11%. EBITDA, at
1.2 billion,
increased by 59% and the operating loss declined by 78% to
74 million.

USG generated revenues of
4.9 billion,
up 4% (2% on a constant euro basis), EBITDA of
653 million,
up 172% (166% on a constant euro basis), and operating income of
300 million,
an increase of
293 million
over 2000. The significantly improved results primarily reflect
the solid performance of the motion picture business. The
strength of current year releases, including The Mummy
Returns, The Fast and the Furious, Jurassic Park III, American
Pie 2and Bridget Joness Diary, which have
grossed combined worldwide box office receipts in excess of
US$1.4 billion through February 2002, resulted in improved
theatrical earnings. Earnings from video, DVD and television
sales also benefited from the carryover effects of successful
current and prior year releases such as The Mummy Returns,
Jurassic Park III, Hannibal, Dr. Seuss How The Grinch
Stole Christmas, Gladiatorand Shrek, among others.
Results from the television and networks businesses declined
year-on-year, primarily due to lower revenues from KirchMedia in
Germany, resulting from disputed agreements involving the
licensing of film and television programming. Revenues also
declined due to the presentation of certain distribution
agreements on a net basis as compared to the gross basis used in
the past.

USGs recreation business generated a 7%
increase in revenues and an 11% increase in EBITDA. Although
Universals theme parks in the US have been negatively
impacted by the economic weakness and fallout from the events of
September 11, its theme parks outside the US have been
unaffected. The improved results are primarily due to management
fees earned from the new park  Universal Studios
Japan  that opened on March 31, 2001, and the
expansion of Universal CityWalk Hollywood that opened in April
2000, partially offset by lower attendance and visitor spending
at Universal Studios Hollywood and reduced management fees from
Universal Studios Orlando. At Spencer Gifts, revenue and EBITDA
growth were 6% and 3%, respectively, primarily due to an
increase in new/non-comparable store sales.

The strong 2001 results generated by USG are
expected to continue into 2002, as they will benefit from the
carryover affects of recent hit films as they continue to
generate revenues from video, DVD and television. Additionally,
USG has a strong slate of new theatrical releases including
among others; the critically acclaimed, Oscar award winning
drama A Beautiful Mind; award winning comedy Big Fat
Liar, which has been voted the Award of Excellence by the
Film Advisory Board, Inc. for Quality Family/ Childrens
Entertainment; action/adventure spectacle Brotherhood of the
Wolf, which after a record-breaking run in its native
country, France, opened in the US with the second highest
weekend gross per theater of any film currently in release; and,
in March 2002, Universal Pictures and Amblin Entertainment will
release the 20th anniversary version of Steven Spielbergs
masterpiece E.T. The Extra-Terrestrial. The recreation
business may be challenged in the near-term by changes in the
publics travel and spending habits following the recent
events and economic weakness, but as it contributed less than 2%
of total Media & Communications revenues it is not
expected to have a significant negative impact on future
results. The recent transaction with EchoStar Communications
Corporation and expected transaction with USA Networks, Inc.,
detailed in the Recent Events section of this discussion, will
also impact future results.

At CANAL+ Group and Other, revenues increased 13%
to
4.6 billion,
EBITDA grew 8% to
571 million
and an operating loss of
374 million
was incurred, compared to
341 million
in 2000. The improved revenues and EBITDA results are primarily
due to the strong performance of StudioCanal and the continued
development of digital distribution platforms, in which a
growing subscriber base and higher ARPU

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(average revenue per user) continue to generate
growth. During the year, the number of individual digital
subscribers increased by 18% to 6.1 million customers, the total
number of subscriptions (individual and collective, analog and
digital) increased 4% to 15.9 million and total ARPU increased
by 6%. The increase in ARPU reflects both price increases and
the continuous move from analog to digital subscriptions, the
latter of which generate higher ARPU. However, the total churn
rate increased 2 percentage points in the year to 18.4%,
driven by increases in Africa and Italy. Churn in France, our
largest market, only increased 0.4 percentage points. The
Nordic region experienced a decrease of 8.5 percentage
points. EBITDA growth was not as significant as revenue growth
primarily due to the increased costs associated with sports
broadcasting rights in the French market. The benefit of EBITDA
growth on operating income was more than offset by a 16%
increase in depreciation and amortization, primarily due to
higher films amortization in StudioCanal corresponding to
increased revenues, which resulted in increased operating losses.


At CANAL+ TV, revenues increased 10% as all
operations, with the exception of CANAL+ France, generated
double-digit revenue growth. EBITDA at CANAL+ TV declined 12% as
the improved results generated by CanalSatellite, Telepiù
and CANAL+ Benelux and Nordic were more than offset by the
results of CANAL+ France. At CANAL+ France, revenues declined
1%, as increased subscription revenues were more than offset by
a decrease in advertising revenues, due to the weak advertising
market. With the revenue decline, programming costs controls
were insufficient to compensate for the increased investment in
sports broadcasting rights and EBITDA declined 28%.
CanalSatellite, our French digital satellite platform, generated
revenue and EBITDA growth of 19% and 28%, respectively. The
strong performance reflects continued growth in the subscriber
base and higher ARPU. Telepiù, our Italian service,
generated a 15% increase in revenues and decreased EBITDA losses
by 26%, primarily due to a higher average number of subscribers
during the year, increased ARPU and savings on recruitment,
programming and general and administrative costs. At CANAL+
Benelux, revenues and EBITDA growth were 25% and 74%,
respectively. The improved results were primarily due to the
consolidation of CANAL+ Belgium, the French-speaking operator,
on a twelve-month basis compared to six months in 2000. CANAL+
Nordic generated a 19% increase in revenues and decreased EBITDA
losses by 60%. These improvements were due to an increase in the
number of individual digital subscribers and higher ARPU. Other
pay TV revenues at CANAL+ TV increased 15% primarily due to the
performances of Sport+ and CANAL+ Technologies. Sport+, our
sports trading company, succeeded in developing sales of English
and French soccer rights and benefited from the sale of rights
to events organized on a bi-annual basis. CANAL+ Technologies
benefited from increased royalties from set-top box
manufacturers and new contracts with third parties in the Middle
East and United States.

In the film business, StudioCanals revenues
increased 48% and EBITDA growth was 30%. The strong performance
was primarily due to the success of several films produced
and/or distributed, including Hannibaland Crimson
Riverin Germany, and Brotherhood of the Wolf, Traffic,
What Women Want, Belphégor and Bridget Joness Diaryin France. Video and DVD sales also increased, driven by the
success of Scary Movie, Chicken Run, Scream 3, Jameland
Brotherhood of the Wolf. Partially offsetting the
improved results were lower library sales and additional direct
expenses.

At CANAL+ Group, a growing digital subscriber
base and the continuation of restructuring efforts designed to
reduce costs and improve EBITDA margins, should benefit 2002
results. However, restructuring in Poland (merger with UPC),
working capital and capital expenditures required to support the
increased subscribers base and investments in programs will not
result in CANAL+ Group generating positive cash flow or
operating income in the short-term. Longer term, restructuring
actions are expected to have a positive impact on both cash
flows and results.

2000 Versus 1999 (Restated)

Actual Revenues totaled
4.2 billion
in 2000, of which
4.0 billion
was generated by CANAL+ Group and Other and
0.2 billion
was generated by USG in the twenty-three day period following
the Merger Transactions.

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2000 Versus 1999

Pro forma Pro forma results include the
operations of USG on a twelve-month basis and the consolidation
of CANAL+ Group for twelve months in 1999. Pro forma EBITDA more
than doubled to
771 million,
on revenues of
8.8 billion,
largely due to strong box office performance at Universal
Studios and a solid subscriber base in the pay television
market, as discussed above. The performance of Universal Studios
improved year-on-year. Revenues increased 23% (6% on a constant
exchange rate basis) to
4.7 billion,
operating income was
7 million,
an increase of
282 million,
and EBITDA was
241 million,
an increase of
337 million.
These results reflect improvements in both the filmed
entertainment and recreation and other businesses. Within the
filmed entertainment business, revenue increased 22% (5% on a
constant rate basis), and EBITDA was
70 million,
an improvement of
281 million
compared to 1999. These results primarily reflect the solid
performance of the motion picture business. The theatrical
success of Dr. Seuss How The Grinch Stole
Christmas, Gladiator, Meet the Parents, Erin Brockovichand
Nutty Professor II: The Klumps, combined with strong DVD
and video sales of The Mummy, Notting Hilland
American Pieresulted in improved earnings. Additionally,
the development of programs designed to manage production,
marketing, participation and overhead and development costs also
contributed to filmed entertainment results. Results of the
television and networks business also improved in 2000,
primarily due to improved operating performance for channels
launched in prior years and higher international earnings on USA
Networks product, partially offset by lower library sales.
Within the recreation and other business, revenue increased 26%
(8% on a constant rate basis), and EBITDA increased to
171 million
an improvement of
56 million
compared to 1999. These results reflect improved earnings at
Universal Studios Hollywood principally due to the opening of
the CityWalk expansion in April 2000, increased management fees
and earnings generated from the expansion of Universal Orlando
and increased retail sales at Spencer Gifts.

Revenue growth for CANAL+ Group was 17%, with 13%
growth in pay TV. All divisions contributed to the revenue
growth. At December 31, 2000, CANAL+ Group had
15.3 million subscriptions, an increase of 9% over the
prior year. The number of digital subscribers increased 32% to
5.3 million. In spite of increased subscriptions and
digital subscribers and several hits from StudioCanal, the
CANAL+ Group operating loss increased to
98 million
from a
22 million
loss in 1999, on a full year basis. The increased loss was
primarily due to investment in the Italian pay television
market, sports rights and competition in Europe, which increased
expenses aimed at reinforcing subscriber loyalty and the move
towards digitalization. This was partly offset by positive
operating results at StudioCanal and CanalSatellite.

Telecoms

2001 Versus 2000 (Restated)

Actual
Revenues increased 45% to
7.6 billion,
EBITDA more than doubled to
2.3 billion
and operating income almost tripled to
1.3 billion.
Excluding the results of the acquired Maroc Telecom, which was
consolidated for the first time in the second quarter, revenue
growth was 26%, EBITDA increased 56% and operating income
increased 103%. The significantly improved results demonstrate
the strength of SFR, which increased revenues 21% and EBITDA
50%. SFR benefited from the growing penetration of the French
mobile market, which grew 12.2 percentage points to 61.6%
during 2001. In the same period, SFRs customer base
(including its subsidiary in Reunion, an overseas department of
France) increased 24% to 12.6 million customers, SFRs
market share of gross additions increased 5% or
1.6 percentage points to 34% and its market share of net
additions increased 9% or 2.9 percentage points to 33.7%.
In addition to market share gains in gross and net additions,
SFR was successful in reducing total acquisition costs 23%
year-on-year, increasing ARPU from prepaid customers 4% to
19.7 and
increasing ARPU from postpaid customers 1% to
58. Total ARPU
declined 4% year-on-year however, due to an increased proportion
of prepaid customers in the customer base, a general trend in
the French market. Prepaid customers generate less revenue than
postpaid customers and at the end of the year prepaid customers
accounted for 49% of SFRs customer base compared to 43% at
the end of 2000. The total monthly churn rate increased
0.2 percentage points to 2.0% as a reduction in the
postpaid churn rate was more than offset by an increase in the
prepaid churn rate. New services such as SMS (Short Message
Service) also contributed to the improved results. In 2001, the
volume of SMS sent by SFR customers more than doubled to
1 billion, compared to 440 million in 2000.

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Operating results for Cegetels fixed
telephony services division continued to improve during the
year, resulting in revenue growth of 61% and a 9% reduction in
EBITDA losses. Excluding the impact of one-time start-up costs
related to new business developments in broadband, the reduction
in EBITDA losses was 26%. Cegetel had 2.9 million lines
(including 45% of pre-selected lines) in operation by
December 31, 2001, compared with 2.4 million lines
(including 27% of pre-selected lines) at December 31, 2000.
Total voice volume in millions of minutes increased 56%
year-on-year.

Operating results for Vivendi Telecom
International (VTI) also improved. Excluding the results of the
acquired Maroc Telecom, VTI generated revenue growth of 62% and
EBITDA growth of 52%.

2001 Versus 2000

Pro
forma Pro forma results
differ from actual results only in that they include twelve
months results of the acquired Maroc Telecom operations in each
year presented. Revenues generated by Maroc Telecom were
1.4 billion
and
1.2 billion
in 2001 and 2000, respectively. Maroc Telecom earned EBITDA of
682 million
in 2001 compared to
511 million
in 2000. Mobile market growth, primarily in the prepaid
category, resulted in Maroc Telecoms mobile customer base
increasing 56% to 3.7 million customers. However growth in
the mobile market resulted in an 18% decline in Maroc
Telecoms fixed telephony customer base to 1.2 million
customers.

Telecoms continued focus on its policy of
optimizing market share and profitability, reducing acquisition
costs, controlling churn and increasing ARPU by offering new
services to customers, indicate that Telecoms is well positioned
for 2002. Benefits of the strong growth of data through
well-established SMS, as well as the beginning of GPRS (General
Packet Service Radio) service, in addition to new offers, such
as Universal Music Mobile (UMM), should also have a positive
impact on future results. The renegotiation of the terms for the
3G (third generation) UMTS (Universal Mobile Telecommunications
System) license in France will strengthen 2002/2003 cash flow.

2000 Versus 1999 (Restated)

Actual
Revenues increased 35% to
5.3 billion,
EBITDA grew 164% to
1.3 billion
and operating income of
486 million was
earned compared to an operating loss of
60 million
incurred in 1999. The strong results were primarily due to the
continuing development of SFR, whose revenue increased by 31%
and EBITDA doubled, reflecting a 38% increase in the user base.
At December 31, 2000, SFR had 10.1 million customers,
up from 7.3 million customers at the end of 1999. The
volume increase was in line with the French mobile market
growth, where penetration grew approximately 15 percentage
points to 49.4% at the end of 2000. SFRs revenue growth
was achieved despite a 15% decrease in total ARPU due to an
increased proportion of prepaid customers in the customer base.
Prepaid customers accounted for 43% of SFRs total customer
base at the end of 2000, versus 33% at the end of 1999.
Additionally, SFRs revenue growth suffered from a decrease
in incoming calls from fixed lines and from the full year effect
over 2000 of fixed-to-mobile rates reduction decided in
September 1999 at the request of the ART, the French
telecommunications regulator.

Revenues from Cegetels fixed telephony
services division increased 43% and EBITDA losses were reduced
by 40%. These improvements reflect an increase in the user base
with 2.4 million lines at the end of 2000 compared to
1.5 million lines at the end of 1999, significant growth of
voice traffic, partially offset by price pressure on voice
products and the continued development of data transmission
services.

The significant improvement in operating income
resulted from the increased customer base and a slight reduction
in acquisition costs per user at SFR, and the increased customer
base, cost control programs and network restructuring at
Cegetels fixed telephony services division, partially
offset by a decrease in tariffs. In 1999, the operating loss was
impacted by a change in accounting principle, whereby mobile
subscriber acquisition costs, which were previously spread over
twelve months from the date the line was put into service, are
now charged to expense.

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Internet

2001 Versus 2000 (Restated)

Actual
Revenues increased 169% to
129 million,
EBITDA losses, at
209 million,
increased 14% and operating losses increased 49% to
290 million.
The revenue growth primarily resulted from the launch and
acquisition of new Internet operations in 2001 and the full-year
impact of 2000 launches and acquisitions. The inclusion of four
months results of the acquired MP3.com operations contributed
revenues of
27 million
and EBITDA of
3 million.
The February 2001 merger between Flipside and Uproar positively
impacted results as Flipsides revenues doubled to
35 million
and EBITDA losses were more than halved to
17 million.
Canal Numedia and Viventures also performed well. Revenues
generated by Canal Numedia increased over
16 million
to
20 million
while EBITDA losses declined 19% to
29 million.
These improvements primarily reflect the acquisition of
Allociné (including Cinéstore) and cost reductions.
Viventures revenues increased 63% to
15 million
and EBITDA increased 41% to
5 million,
primarily due to the growth in management fees. The increase in
EBITDA and operating losses was primarily due to losses at Scoot
Europe, Ad 2-One and Education Europe combined with
start-up/development costs and marketing expenses. Internet
sites that Vivendi Universal will divest as part of the
anticipated sale of VUPs B2B and health divisions
generated revenues of
16 million
and EBITDA losses of
43 million.

2001 Versus 2000

Pro
forma Pro forma results
differ from actual results only in that they include twelve
months results of the acquired MP3.com operations in each year
presented. Revenues generated by MP3.com were
82 million
and
87 million
in 2001 and 2000, respectively. EBITDA of
2 million
was earned in 2001 compared to EBITDA losses incurred of
24 million
in 2000. Operating losses declined by
21 million
to
22 million.
The decrease in MP3.coms revenues was primarily due to the
decline in the advertising market. The improvement in EBITDA and
operating losses resulted from a reduced cost base.

2000 Versus 1999 (Restated)

Actual
During 2000, many new Internet operations were launched or
acquired including, Ad-2One, an online advertising agency and
i-France, a multiservice portal that serves six European
countries. Revenues increased to
48 million,
primarily as a result of these new businesses. The EBITDA and
operating losses incurred, of
183 million
and
194 million,
respectively, were primarily due to start-up and development
costs and marketing expenses.

Environmental Services

2001 Versus 2000 (Restated)

Actual
Revenues, at
29.1 billion,
increased 11%, 3% of which was primarily due to the
implementation of the Dalkia-EDF agreement and other
acquisitions. The impact of positive foreign currency exchange
rate movements on revenues was not significant. Revenues from
the water business, at
13.6 billion,
increased 7%, due to the development of new municipal and
industrial contracts around the world and the strong performance
of the design-build business in France, partially offset by
reduced revenues in the US resulting from lower equipment sales
and direct business with residential customers, due to the
current economic weakness. The waste management business
generated revenues of
5.9 billion,
up 12%, almost 4% of which was due to the acquisition of Marius
Pederson in Scandinavia and the full-year impact of the 1999
acquisition of Pacific Waste Management in Hong Kong. Expansion
in the UK and Northern Europe, combined with the impact of the
Novartis contract also contributed to the waste management
revenue growth. In the energy business, revenues increased 34%
to
4.0 billion.
Almost 20% of the revenue growth resulted from two external
factors: firstly, subsidiaries transferred from EDF under the
Dalkia-EDF agreement, and secondly, the acquisition of Siram in
Italy. The remaining 14% revenue growth was due to the higher
price of energy and increased activity at cogeneration
facilities in France, expansion in Eastern Europe and strong
sales initiatives in the UK Revenues from the transportation
business, at
3.1 billion,
declined 1%, however, excluding the negative impact of foreign
currency exchange rate movements in the UK, Scandinavia and
Australia, revenues

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would have increased slightly. In France,
revenues increased due to strong results in the rail and
intercity business activities, the full impact of the
Saint-Etienne contract, and the change in indexes (the price of
diesel and the fuel-price harmonization in the Greater Paris
area). Outside France, in addition to expansion in Northern and
Eastern Europe, Connex strengthened its operations in Spain
through Portillo and established itself in the United States by
acquiring Yellow Transportation, which has already signed two
contracts. These developments partially offset the loss of the
South Central license in the UK and of Barraqueiro in Portugal.
FCC generated revenues in excess of
5 billion,
2.5 billion
of which was contributed to Vivendi Environnement reflecting its
49% interest. Year-on-year, FCCs revenue contribution
increased 16%, reflecting new construction contracts and the
award of new concessions for municipal services.


Operating income generated by our Environmental
Services businesses increased 24% to
2 billion,
primarily due to improvements at the water, energy and
transportation divisions, combined with increased contribution
from FCC. At the water division, increased earnings were
primarily due to the benefits of productivity plans in France, a
restructuring program of the former US Filter international
operations, development of industrial clients and contacts
signed in 2000 and new contracts signed in 2001. At the energy
division, the earnings increase was due to an improved
performance in France, benefits from the Dalkia-EDF agreement
and the development of international activities. Operating
income at the waste management division was flat year-on-year as
declines in France, due to the fall in the price of paper and
tougher competition, and difficulties in North America and to a
lesser extent Australia were offset by improvements in the UK
and new acquisitions. Year-on-year, FCCs operating income
contribution increased approximately 11%, reflecting the
favorable market for environmental and construction businesses
in Spain.

Despite the challenging economic environment,
Vivendi Environnement won numerous new contracts in 2001, both
in France and internationally. More recently they have obtained
several new contracts including, municipal contracts signed in
Poland (Tarnowskie Gory and Miastecczko Slaskie), Jordan
(Ramtha) and Eastern Europe (Vilnius and Tallinn) and industrial
contracts with Thomson MultiMedia in Italy and the Futuroscope
leisure park near Poitiers in France. These new contracts,
together with Vivendi Environnements continued focus on
developing its core businesses while disposing of non-core
assets such as the Filtration and Separations Group and Bristol
will strengthen and benefit future results and indicate that
Vivendi Environnement is well positioned for 2002 and beyond.

2000 Versus 1999 (Restated)

Actual
Revenues, at
26.5 billion,
increased 26%, 10% of which resulted from the full-year impact
of acquisitions made in 1999, principally US Filter in water and
Superior Services in waste management. Favorable foreign
currency exchange rate movements accounted for 5% of the revenue
growth with the remaining 11% resulting from organic growth.
Revenues from the water business were
12.9 billion,
an increase of 23%, including 10% organic growth. Organic growth
was generated by new contracts outside France and the steady
development of waterworks in France. Revenues from the waste
management business were
5.3 billion,
an increase of over 50%, of which organic growth was in excess
of 13%. Organic growth resulted from a number of new contracts
and increases in volumes and the price of paper. In the energy
business, revenues increased 14% to
3.2 billion,
including almost 10% organic growth generated by cogeneration
facilities in France and expansion in Northern and Eastern
Europe. The transportation business generated revenues of
3.1 billion,
up 29%, including organic growth of 13%, which resulted
primarily from the development of the Stockholm and Melbourne
contracts outside France and urban contracts within France. FCC
generated revenues in excess of
4 billion,
2 billion
of which was contributed to Vivendi Environnements
consolidated revenue, reflecting its 49% interest.

Operating income, at
1.9 billion,
increased 28%, 12% of which resulted from 2000 acquisitions and
full-year impact of the 1999 acquisitions, primarily US Filter
and Superior Services. Favorable foreign currency exchange rate
movements accounted for 6% of the growth with the remaining 10%
resulting from organic growth, principally in the water, energy
and transportation divisions. Operating income generated by the
water division increased 35% including over 11% from organic
growth. Organic growth resulted from new contracts acquired
outside France, steady activities in the United States and the
benefits of a cost management policy. The waste management
division generated operating income of
399 million,
an increase of almost 45%,

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primarily as a result of acquisitions. Operating
income from the energy business increased approximately 13% to
191 million,
including organic growth of 16%. The transportation division
generated operating income of
108 million,
an increase of in excess of 14%, primarily due to the favorable
evolution of Stockholm and British contracts. FCC generated
operating income of
208 million,
an increase of 12%.


Liquidity and Capital Resources

Vivendi Universal uses a combination of cash
generated from operating activities, debt, equity offerings and
proceeds from the sales of businesses and other investment
holdings to fund its expansion and acquisition activities.

Financial
Position At
December 31, 2001, Vivendi Universal had
41.8 billion
of debt,
4.7 billion
of cash and cash equivalents and
36.7 billion
of shareholders equity compared to
38.8 billion
of debt,
3.3 billion
of cash and equivalents and
56.7 billion
of shareholders equity at December 31, 2000. Of the
total debt, our Media & Communications businesses
accounted for
23.2 billion
and
23.3 billion
at December 31, 2001 and 2000, respectively. At
December 31, 2001, long-term debt was
27.8 billion,
of which 65% was denominated in euros with an average cost of
4.60% versus 4.82% in 2000, 16% was denominated in US dollars
with an average cost of 4.35% and 15% was denominated in pounds
sterling with an average cost of 1.00%. Overall, the average
cost of debt in 2001 was 4.02% versus 5.15% in 2000. Vivendi
Universals net debt at December 31, 2001 was
28.9 billion
as summarized below:

|                                                   |                                |                        |         |               |   |           |         |         |   |  |         |         |  
|-------------------------------------------------- | ------------------------------ | ---------------------- | ------- | ------------- | - | --------- | ------- | ------- | - |  | ------- | ------- | -
|                                                   |                                |                        |         |               |   | Total    
|                                                   |                                | Media &                |         | Environmental |   | Vivendi  
|                                                   |                                | Communications         |         | Services      |   | Universal
|                                                   |                                |                        |         |               |   |          
|                                                   |                                |                       
|                                                   |                                | (In millions of euros)
|Long-term debt(1)                                  |                                |                        | 14,718 |               |   |           | 13,059 |         |   |  | 27,777 |        
|Bank overdrafts and other short-term borrowings(1) |                                |                        | 8,506   |               |   |           | 5,497   |         |   |  | 14,003  |        
|                                                   |                                |                        |         |               |   |           |         |         |   |  |         |        
|                                                   | Total debt                     |                        |         | 23,224        |   |           |         | 18,556  |   |  |         | 41,780  |  
|Less:                                              |                                |                        |         |               |   |           |         |         |   |  |         |        
|                                                   | Cash and cash equivalents(1)   |                        |         | (1,871        | ) |           |         | (2,854  | ) |  |         | (4,725  | )
|                                                   | Other marketable securities(1) |                        |         | (3,432        | ) |           |         | (341    | ) |  |         | (3,773  | )
|                                                   | Financial receivables(2)       |                        |         | (3,325        | ) |           |         | (1,078  | ) |  |         | (4,403  | )
|                                                   |                                |                        |         |               |   |           |         |         |   |  |         |        
|                                                   | Net debt                       |                        |         | 14,596       |   |           |         | 14,283 |   |  |         | 28,879 |  
|                                                   |                                |                        |         |               |   |           |         |         |   |  |         |        



---



|    |                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Separate line item in the consolidated balance
    sheet.                                                                                                                                                                                                                         
|   
|(2) | Comprised of
    2,948 million
    of short-term loans receivable (separate line item in the
    consolidated balance sheet) and
    1,455 million
    of net interest bearing long-term loans receivable (included in
    other investments in the consolidated balance sheet).

Net Cash Flow from Operating
Activities Net cash flow
provided by operating activities totaled
4.5 billion
in 2001, an increase of
2 billion
from 2000. The increase was attributed to operating earnings
generating incremental cash flow of
1.1 billion
and improvements in working capital of
1.5 billion,
partially offset by approximately
600 million
of cash payments made for the settlement of restructuring and
merger-related liabilities. Of the improvements in working
capital,
0.8 billion
was generated by Vivendi Environnement primarily due to the
implementation of a receivables securitization program. In 2000,
operating activities provided net cash of
2.5 billion
compared to
0.8 billion
in 1999. The significant improvement was primarily due to
increased earnings generated by our Telecoms, Publishing and
Environmental Services businesses.

Net Cash Flow from Investing
Activities Net cash flow
provided by investing activities was
4.3 billion
in 2001 compared to net cash flow used for investing activities
of
1.5 billion
in 2000. Contributing to cash from investing activities was
9.4 billion
from the sale of our spirits and wine business and
4 billion
from the disposal of our investment in BSkyB, partially offset
by capital expenditures for tangible and intangible assets net
of sales proceeds of
4.9 billion
and the acquisitions of Houghton Mifflin for
2.0 billion
and Maroc Telecom for
2.4 billion.
In 2000, net cash used for investing activities was
1.5 billion
compared to

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12.9 billion
in 1999. The significant decrease primarily reflects fewer
strategic acquisitions paid for in cash in 2000 compared to
1999. Purchases of investments were
3.1 billion
in 2000,
8.8 billion
lower than in 1999. Capital expenditures were
5.8 billion
in 2000,
0.7 billion
higher than 1999. Proceeds from the disposal of investments and
fixed assets were
6.9 billion
in 2000 compared to
4.5 billion
in 1999, mainly attributable to the divestiture of non-core real
estate, construction assets and GPU power generation plants.


Net Cash Flow from Financing
Activities In 2001, net
cash flow used for financing activities was
7.5 billion,
the principal components of which included; a
5.9 billion
repayment of long-term borrowings and other liabilities, a
1.7 billion
decrease in short-term borrowings, the purchase of treasury
stock for
4.3 billion
and cash dividends paid of
1.4 billion,
partially offset by
5.2 billion
proceeds from the issuance of long-term borrowings and other
liabilities and
0.6 billion
net proceeds from the issuance of common stock. In 2000, net
cash flow used for financing activities was
0.6 billion
compared to net cash provided by financing activities of
13.7 billion
in 1999. The year-on-year variance was primarily due to the
Merger Transactions. In July 2000, the sale of 37% of Vivendi
Environnement through an IPO contributed to an increase in
financing transactions of
3.8 billion.

Generally, we meet our long-term financing needs
through the issuance of bonds and convertible debt and adapt to
changes in these needs through the issuance of commercial paper
and through short-term credit facilities. However, in certain
instances we may utilize a variety of arrangements that are
common practice in the industries in which our businesses
operate. For example, in order to effectively manage our capital
needs and costs in the film business, we may utilize a variety
of arrangements, including co-production, insurance, contingent
profit participation and the sale of certain distribution
rights. Cegetel Group, CANAL+ Group and Vivendi Environnement
utilize certain asset securitization programs, which provide for
accelerated receipt of cash. Cegetel Group and Vivendi
Environnement also utilize vendor financing arrangements to
finance equipment purchases. Our principal financing
arrangements are as follows:

Commercial Paper
Programs Vivendi Universal
and its subsidiaries have established three commercial paper
programs totalling
9.3 billion
(4.5 billion
for Vivendi Universal,
4.0 billion
for Vivendi Environnement,
0.8 billion
for Cegetel). The Banque de France, through yearly renewal
authorizations, regulates the commercial paper program and has
given Vivendi Universal the top ranking of
excellence. During 2001, the three programs have
been drawn for an average amount of
5.9 billion
(3.8 billion
for Vivendi Universal,
1.9 billion
for Vivendi Environnement,
0.2 billion
for Cegetel). At December 31, 2001, commercial paper
outstanding was
5.1 billion
(3.0 billion
for Vivendi Universal,
1.9 billion
for Vivendi Environnement,
0.2 billion
for Cegetel). Although Vivendi Universal has the ability and
intent to refinance such borrowings, outstanding commercial
paper is classified as short-term on the balance sheet.

Revolving Credit
Agreements The commercial
paper programs are supported by back-up lines provided by
different banks. Their amount always exceeds the total
outstanding amount of commercial paper issued. During 2001,
6.2 billion
lines were active, on a 364 days revolving commitment, at a
weighted average price of 0.35% over one month Euribor. At
December 31, 2001, the back-up lines represented
7.8 billion
(4.0 billion
for Vivendi Universal,
3.0 billion
for Vivendi Environnement,
0.8 billion
for Cegetel), all of which were unused and available. Of the
total, 4.15
billion expires in less than a year and
3.65 billion
expire between two and five years. Additional revolving credit
lines would need to be established in order for Vivendi
Universal to issue commercial paper to the full capacity of
those programs, however, in 2001 Vivendi Universals
funding needs did not require full utilization of the commercial
paper programs.

Euro Medium Term Note
Facility In 2000, Vivendi
Universal established two euro medium term note facilities
totaling
6 billion
(2 billion
for Vivendi Universal and
4 billion
for Vivendi Environnement), which is available for general
corporate purposes and provides a general documentation (or
terms and conditions) framework. For Vivendi Universal, a series
of nine medium term bonds have been issued under the facility.
During 2001, the maximum borrowings outstanding were
0.9 billion,
and the average balance outstanding was
0.8 billion
at a weighted average interest rate of 4.46%. At
December 31, 2001, Vivendi Universal had
0.2 billion
outstanding under the facility. Vivendi Environnement had
2.8 billion
outstanding under this facility at December 31, 2001, of
which
2.0 billion
matures June 27, 2008 at a three month Euribor rate and
0.5 billion
matures in November 2005 at fixed interest rate of 4.87%.

68



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Asset Securitization
Programs Vivendi
Universal, through Cegetel Group, CANAL+ Group and Vivendi
Environnement, has certain asset securitization facilities,
which provided for the accelerated receipt of approximately
1.5 billion
of cash in 2001. Assets securitized under these facilities
consist of accounts receivable at Cegetel Group, CANAL+ Group
and Vivendi Environnement. At Cegetel Group, accounts receivable
from retailers, subscribers and other operators have been sold,
without recourse, to a financial institution under a five-year
program, maturing in 2005, subject to a preferential interest
rate of Euribor + 0.25%. The financing has been executed through
a special conduit, rated by S&P and Moodys, which
issues commercial paper on the market. At December 31,
2001, Cegetel Groups accounts receivable securitized were
397 million
out of a total available facility of
450 million.

At CANAL+ Group, future accounts receivable in
France have been sold partially without recourse to a bank,
which has provided a corresponding facility of
305 million,
at the preferential interest rate of Euribor all-in. The
financing was established in May 1999 within the framework of a
four-year contract but has subsequently been refinanced and
structured through a special conduit, the shares of which are
rated on the market. Under the terms of the contract,
securitized accounts receivable represent four months revenues.
The actual four-month revenues of CANAL+ Group in France, at
approximately
450 million,
are significantly higher than the available facility.

Vivendi Environnement, through some water
business entities, has certain asset securitization facilities,
which provided for the accelerated receipt of approximately
790 million
of cash in 2001. Assets securitized under these facilities
consist of accounts receivable.

The balances outstanding on Cegetel Groups
and CANAL+ Groups asset securitization programs are
recorded in the Consolidated Balance Sheet as long-term debt,
those of Vivendi Environnement are off-balance sheet items.

Vendor
Financing In 1996/1997,
Vivendi Universal, through Cegetel Group, entered into
arrangements with several vendors to finance certain amounts
payable for telecommunications and network equipment. These
financing arrangements are based on promissory notes issued by
Cegetel Group, which have been refinanced by financial
institutions. They currently have an average maturity of two
years, are unsecured and contain similar customary default and
material adverse change clauses as standard bank loans. Although
these financing arrangements enjoy favorable conditions in terms
of interest rate, they are being utilized less by Cegetel Group.
At December 31, 2001, Cegetel Group had
847 million
of vendor financing outstanding
(122 million
due within one year), which was recorded as other liabilities in
the Consolidated Balance Sheet.

Long-term Borrowings Long-term borrowings recorded in the
balance sheet primarily consist of standard bonds and bank
loans, however, Vivendi Universal commonly uses convertible
and/or exchangeable debt, which represents long-term debt
convertible/ exchangeable for common stock of another publicly
traded company or Vivendi Universal itself. Generally, the
bondholder may choose to receive either cash or the underlying
security at settlement. Should the underlying security decline
in value, this may result in the recording of an allowance
related to the valuation of the security by Vivendi Universal
and could result in the bondholder electing to receive cash at
settlement. (For further discussion of long-term borrowings see
Item 18  Financial Statements 
Note 5 Debt).

Titres Subordonné Remboursable en Actions
Prioritaires (TSAR) In
December 2001, Vivendi Environnement, through its subsidiary
Vivendi Environnement Financière de lOuest (VEFO),
issued obligated mandatorily redeemable security of subsidiary
holding parent debentures for
300 million,
with a maturity in December 28, 2006. As a result of its
features, the TSAR is recorded as minority interest in the
balance sheet.

Generally, most long-term financing arrangements
entered into by Vivendi Universal contain customary default and
material adverse change clauses, which could lead to an
acceleration of debt repayment. Some facilities provide for
early redemption of certain debt if Vivendi Universal is
downgraded below BBB-(S&P) or Baa3 (Moodys). In
addition, the total return swap agreements set up at the time of
the sales of BSkyB and AOL Europe provide for an early unwind if
Vivendi Universal is downgraded below BBB- (S&P) or Baa3
(Moodys). Likewise, a downgrade would limit Vivendi
Universals access to the commercial paper market.

69



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##### 



On May 3, 2002, Vivendi Universal was
informed of the decision of the Moodys rating agency to
downgrade its senior debt ratings from Baa2 with a negative
outlook to Baa3 with a stable outlook. On May 6, 2002,
S&P lowered its rating of Vivendi Universals
short-term debt from A3 to A2. These decisions have no impact on
Vivendi Universals cash situation. They do not trigger any
renegotiation clauses or advance repayments of bank credit
lines. In addition, Vivendi Universals use of commercial
paper is covered by back-up, the availability of which will not
be affected by the ratings changes. Further downgrades by either
S&P or Moodys could result in liquidity problems and
could affect our ability to make payments on outstanding debt
instruments and to comply with other existing obligations. As of
May 28, 2002, we have a BBB rating from S&P and a Baa3
rating from Moodys and are in compliance with all
covenants. Other facilities require certain coverage ratios to
be met; for example, EBITDA/ Net Financial Expense and Debt/
EBITDA. The asset securitization programs at Cegetel Group and
CANAL+ Group are subject to certain collection requirements and
other measurement ratios. If these were to deteriorate,
financing could be withdrawn or have to be renegotiated.

Contractual Obligations, Commercial
Commitments and Contingent
Liabilities The following
table summarizes information on Vivendi Universals most
significant contractual obligations and commercial commitments
at December 31, 2001:

|                                             |  |                        |         |           |  |             |        |             |  |         |        |  |  |  |         |  |  |  |         | 
|-------------------------------------------- |  | ---------------------- | ------- | --------- |  | ----------- | ------ | ----------- |  | ------- | ------ |  |  |  | ------- |  |  |  | ------- | 
|                                             |  |                       
|                                             |  | Payments due by period
|                                             |  |                       
|                                             |  |                        |         | Less than |  | Between 1   |        | Between 2   |  | After  
|                                             |  | Total                  |         | 1 year    |  | and 2 years |        | and 5 years |  | 5 years
|                                             |  |                        |         |           |  |             |        |             |  |        
|                                             |  |                       
|                                             |  | (In millions of euros)
|Long-term debt(1)                            |  |                        | 27,777 |           |  |             |      |             |  |         | 3,434 |  |  |  | 14,288 |  |  |  | 10,055 | 
|Sports rights(2)                             |  |                        | 1,482   |           |  |             | 432    |             |  |         | 851    |  |  |  | 186     |  |  |  | 13      | 
|Broadcasting rights(3)                       |  |                        | 2,776   |           |  |             | 822    |             |  |         | 932    |  |  |  | 803     |  |  |  | 219     | 
|Creative talent and employment agreements(4) |  |                        | 886     |           |  |             | 539    |             |  |         | 161    |  |  |  | 173     |  |  |  | 13      | 
|Operating leases(5)                          |  |                        | 4,668   |           |  |             | 652    |             |  |         | 613    |  |  |  | 1,536   |  |  |  | 1,867   | 
|Real estate defeasances(6)                   |  |                        | 653     |           |  |             |       |             |  |         |       |  |  |  |        |  |  |  | 653     | 
|Public service contracts(7)                  |  |                        | 223     |           |  |             | 37     |             |  |         | 33     |  |  |  | 80      |  |  |  | 73      | 
|                                             |  |                        |         |           |  |             |        |             |  |         |        |  |  |  |         |  |  |  |         | 
|Total                                        |  |                        | 38,465 |           |  |             | 2,482 |             |  |         | 6,024 |  |  |  | 17,066 |  |  |  | 12,893 | 
|                                             |  |                        |         |           |  |             |        |             |  |         |        |  |  |  |         |  |  |  |         | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Long-term debt recorded in the balance sheet of
    which 14.7
    billion relates to Media and Communications businesses and
    13.1 billion
    relates to Vivendi Environnement (See
    Item 18  Financial Statements 
    Note 5 Debt).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(2) | Exclusivity contracts for broadcasting sporting
    events by CANAL+ Group, recorded in the balance sheet
    (1,440 million
    in other non-current liabilities and
    42 million
    in provisions and allowances).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(3) | Primarily exclusivity contracts for broadcasting
    future film productions, acquisitions of program catalogs and
    leasing of satellite capacity by CANAL+ Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(4) | Agreements in the normal course of business,
    which relate to creative talent and employment agreements
    principally in the Music and TV & Film businesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(5) | Lease obligations assumed in the normal course of
    business for rental of buildings and equipment, of which
    2.0 billion
    relates to Media & Communications businesses and
    2.7 billion
    relates to Vivendi Environnement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(6) | Lease obligations related to real estate
    defeasances. In April 1996, the disposal to Philip Morris
    Capital Corporation of three office buildings under construction
    was accompanied by a 30-year lease back arrangement effective
    upon completion of the buildings. Two of the buildings were
    completed in April 1998 and the third in April 2000. The annual
    rental expenses approximate
    34 million.
    In December 1996, three buildings in Berlin were sold and leased
    back under ten to thirty year leases at an annual rental expense
    of approximately
    28 million.
    The difference between Vivendi Universals rental
    obligation under the leases and the market rent received by
    Vivendi Universal is provided for when unfavorable.

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|    |                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (Note: In addition to these lease obligations,
    capital lease obligations of
    997 million
    are included in long-term debt as required under French GAAP
    when the lease contract includes a purchase option, known in
    France as credit bail).
|   
|(7) | Minimum future payments for fees obligation with
    local authorities assumed under certain public service contracts
    by Vivendi Environnement and its subsidiaries.                                                                                        

In addition to the above, Vivendi Universal and
its subsidiaries have various contingent liabilities relating to
specific transactions and to certain guarantees given in the
ordinary course of business, including performance and financial
guarantees, surety bonds and other signature commitments. Those
significant items relating to our Media &
Communications businesses are as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On December 21, 2001, Vivendi Universal
    completed the sale of its spirits and wine business to Diageo
    plc and Pernod Ricard S.A. Under the Stock and Asset Purchase
    Agreement relating to that sale, Vivendi Universal made certain
    indemnifications to the purchasers including, among others, an
    indemnity for breaches of representations and warranties to a
    maximum of US$1 billion; however, any individual claim must
    exceed US$10 million to qualify for indemnification and the
    purchasers would only receive indemnification for qualified
    claims which exceed US$81.5 million in the aggregate. In
    addition, Vivendi Universal provided an indemnity to Diageo
    potentially worth hundreds of millions of dollars and relating
    to certain litigation involving the Captain Morgan Rum brand.
    However, the parties to that litigation recently agreed to a
    settlement pursuant to which, among other things, Vivendi
    Universal agreed to pay Diageo US$75 million if it were to
    sell its Malibu Rum Business to Allied Domecq plc and obtain the
    dismissal of all Captain Morgan Rum litigation with prejudice.
    Upon the closing of the sale and dismissal of the litigation and
    payment of the US$75 million by Vivendi Universal, all of
    the Vivendi Universal indemnification obligations related to
    this litigation will be extinguished. The Stock and Asset
    Purchase Agreement also provides for post-closing adjustments to
    the purchase price received by Vivendi Universal based upon,
    among other things, the spirits and wine businesss Closing
    Net Indebtedness and Closing Net Working Capital (as defined in
    the Stock and Asset Purchase Agreement).
|
| |  | As discussed in Notes 2 and 14 to our
    consolidated financial statements, concurrent with Vivendi
    Universals sale of 400.6 million BSkyB ordinary
    shares to the QSPEs, Vivendi Universal entered into a total rate
    of return swap with the financial institution that holds the
    QSPEs exchangeable debt. At inception, the swap provided
    Vivendi Universal with a subordinated economic interest in 89%
    of 400.6 million BSkyB ordinary shares through October
    2005. As described below, the swap was partially terminated in
    December 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Based on BSkyBs ordinary share price at
    December 31, 2001, if BSkyBs ordinary share price
    were to decline to
    0.0, Vivendi
    Universals financial statement exposure to the financial
    institution under the total rate of return swap after
    December 31, 2001 could be as much as approximately
    2.6 billion
    under French GAAP and
    3.1 billion
    under US GAAP,depending on the pattern and timing
    of decline in BSkyBs share price. For French GAAP
    purposes, the
    2.6 billion
    exposure includes the potential loss of the
    1.0 billion
    asset Vivendi Universal recorded in its balance sheet at
    December 31, 2001 relating to these transactions (Note 14
    to our consolidated financial statements) and
    1.6 billion
    that is not reflected as either an asset or liability in Vivendi
    Universals French GAAP balance sheet at December 31,
    2001. For US GAAP purposes, the
    3.1 billion
    exposure includes the potential loss of the
    0.5 billion
    asset Vivendi Universal recorded in its balance sheet at
    December 31, 2001 relating to these transactions (Note 14
    to our consolidated financial statements) and
    2.6 billion
    that is not reflected as either an asset or liability in Vivendi
    Universals US GAAP balance sheet at December 31, 2001. The
    pattern and timing of any decline in BSkyBs share price
    after December 31, 2001 would affect Vivendi
    Universals exposure under the total rate of return swap
    due to the swaps reset mechanism described in Note 2 to
    our consolidated financial statements; a relatively slower,
    steady rate of decline in BSkyBs share price would tend to
    increase Vivendi Universals exposure under the swap as
    compared with an immediate drop in the share price. The maximum
    amount of cash that Vivendi

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Universal would have to pay to the financial
    institution under the total rate of return swap if the BSkyB
    share price were to decline to
    0.0, would be
    approximately
    2.6 billion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | Vivendi Universals proceeds from the
    December 2001 partial swap settlement relative to
    150 million BSkyB ordinary shares was net of the financial
    institutions structuring and facilitation fees of
    34 million
    related to the financial institutions issuance of share
    certificates redeemable for 150 million BSkyB ordinary shares in
    December 2001. If similar transactions occur in settling the
    remaining 250.6 million BSkyB ordinary shares covered by
    the total rate of return swap at December 31, 2001,
    structuring and facilitation fees absorbed by Vivendi Universal
    would be negotiated by Vivendi Universal and the financial
    institution based on market conditions at the time of
    settlement. Assuming terms identical to the December 2001 swap
    settlement, those fees would be
    56 million
    (37 million
    after tax) on the 250.6 million BSkyB shares covered by the
    swap at December 31, 2001, and would be recognized by
    Vivendi Universal, under French GAAP, when the swap is
    settled. Under US GAAP, the fees are reflected in Vivendi
    Universals US GAAP fair value measurement of the total
    rate of return swap at December 31, 2001, as described in
    Note 14 to our consolidated financial statements.
|
| | In connection with the financial
    institutions issuance of the share certificates described
    in Note 2 to our consolidated financial statements, Vivendi
    Universal indemnified the financial institution for any amounts
    the financial institution is required to pay and/or deliver to
    holders of those share certificates that the financial
    institution does not receive as holder of QSPEs
    exchangeable debt. Vivendi Universal believes any payments it
    might be required to make under the indemnification, which most
    likely would result from the commencement of dividend payments
    on BSkyBs ordinary shares, would be offset by Vivendi
    Universals receipt, as the QSPEs ordinary
    shareholder, of dividends paid on the QSPEs BSkyB shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | The BSkyB total rate of return swap was settled
    in May 2002 (see Recent Developments and Note 13 to our
    consolidated financial statements).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In connection with the sale of our investment in
    the junior preferred shares of AOL Europe (AOLE), Vivendi
    Universal entered into a total return swap agreement with the
    financial institution, which expires on March 31, 2003.
    Under the terms of the agreement, Vivendi Universal retains the
    financial risk for any instance where AOLEs net available
    value is below US$812 million as at March 31, 2003.
    AOLEs net available value is contractually defined as
    the fair value of AOLE and its subsidiaries assets
    and businesses (including their assets and liabilities, but
    excluding their indebtedness and other obligations for borrowed
    money, including guarantees) on a going concern basis, less its
    aggregate amount of indebtedness and other obligations for
    borrowed money (including guarantees) and the aggregate amount
    payable to the holders of any shares of AOLE capital stock
    ranking senior to preferred E shares upon a liquidation as
    at March 31, 2003. The net available value of AOLE
    will be evaluated by two appraisers in April 2003. In the case
    of a 10% value difference, a third appraiser will be appointed.
    At December 31, 2001, the net available value of AOLE did
    not present any financial risk to Vivendi Universal.
|
| |  | In connection with the purchase of Rondor Music
    International in 2000, there exists a contingent purchase price
    adjustment based on the market price of Vivendi Universal
    shares. The contingent purchase price adjustment was triggered
    in April 2002 when the market price of Vivendi Universal
    shares fell below US$37.50 for ten consecutive trading days. The
    liability for this adjustment is approximately
    US$230 million, a portion of which must be paid in Vivendi
    Universal shares with the balance payable in shares or cash, at
    Vivendi Universals option. The payment is expected to be
    paid to the previous owners of Rondor in early 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | In connection with the 3G UMTS license
    granted to SFR by the French government in 2001, we are
    committed to make future license payments equal to 1% of
    3G revenues earned when the service commences, currently
    expected to be in 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | In connection with its 55% interest in Monaco
    Telecom, Vivendi Universal granted a put option to the
    Principality of Monaco, which owns the remaining 45% of Monaco
    Telecom. The option grants the Société Nationale de
    Financement in Monaco the right to sell to Compagnie
    Monégasque de                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | Communication, a subsidiary of Vivendi Universal,
    at any time until December 31, 2009, its 45% interest in
    Monaco Telecom under the following terms. Prior to May 26,
    2002, Société Nationale de Financement can put up to
    29% of its interest in Monaco Telecom for
    51 million
    or proportion thereof and its residual 16% interest at fair
    value. Between May 26, 2002 and December 31, 2009,
    Société Nationale de Financement can put its entire
    45% interest at fair value. The option may be exercised in
    increments but each exercise must be for not less than 10% of
    the shares. The fair value of Monaco Telecom will be evaluated
    by two independent appraisers (one nominated by Vivendi
    Universal and the other by the Principality of Monaco) who will
    have two months to agree on a value. In the event an agreement
    is not reached, the two parties will jointly appoint a third
    appraiser.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Under the terms of the partnership agreement
    signed on April 11, 1997, Cegetel Group agreed to purchase
    from Société Nationale des Chemins de Fer
    Français (SNCF) their interest in Télécom
    Développement over a five year period beginning from the
    effective date of the partnership agreement on July 11,
    1997. The purchase price will be fixed by an expert but should
    not be lower than
    461 million.
    Additionally, the shareholders agreement includes exit
    conditions for both parties through a reciprocal buy or sell
    agreement at a price still to be determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | In connection with its interest in Maroc Telecom,
    Vivendi Universal and the Kingdom of Morocco contracted a
    reciprocal call and put option related to a 16% interest in
    Maroc Telecom currently held by the Kingdom of Morocco. The
    options can be exercised from September 1, 2003 to
    June 1, 2005 between the parties at then fair value, except
    if before September 1, 2003, the Kingdom of Morocco places
    this 16% interest with a third party investor or if Vivendi
    Universal exercises preemption rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | In connection with its approximate 26% equity
    stake in the Xfera joint venture, the recipient of a third
    generation UMTS mobile telecommunications license in Spain,
    Vivendi Universal has contributed a
    940 million
    surety contract related to vendor financing arrangements. These
    arrangements, with several vendors, have been entered into to
    potentially finance amounts payable for network equipment up to
    a total amount of
    1.9 billion.
    To date, none of this financing has been utilized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | In connection with its investment in Cinema
    Corporation International, Vivendi Universal has provided
    guarantees related to bank facilities and theatre rentals for
    approximately
    378 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | In connection with the development of Universal
    Studios Orlando in Florida, Vivendi Universal assumed all
    commitments initially given by Seagram. These included a
    completion agreement that guaranteed the completion of three
    hotels, one of which remains to be completed, and a commitment
    to cover our proportionate share (25%) of the operating deficit,
    if any, of the hotels, capped at US$30 million per year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | As of April 24, 2002, Vivendi Universal
    would require a total of approximately 58.9 million of its
    ordinary shares in order to satisfy the exercise of stock
    options granted to its directors and officers pursuant to
    various stock option plans. Vivendi Universal both sells puts
    and buys calls in order to provide, in part, for its share needs
    as a result of these outstanding stock options. Except for one
    put sold in 1998, Vivendi Universal in 2001 sold puts to banks
    on 19.7 million ordinary shares at exercise prices ranging
    from 60.40 to
    80.00 in 2002
    and 3.1 million ordinary shares at an exercise price of
    50.50 in January
    2003. As of April 30, 2002, approximately 16 million
    of these puts remain outstanding. Vivendi Universal may settle
    the puts contractually either by paying an average of
    69 in cash per
    ordinary share for each ordinary share that is put, or by
    directing the banks to sell to the market each ordinary share
    that is put and paying the banks the difference, in cash,
    between the price the banks receive per ordinary share and the
    strike price (averaging
    69). Vivendi
    Universal may also offer to extend the duration of certain of
    the puts in exchange for a reduction in the average
    69 strike price.
    Vivendi Universals contingent liability relating to these
    puts is approximately
    1.1 billion
    to settle the 16 million puts outstanding for cash at an
    average of 69
    per put and approximately
    540 million
    to settle the 16 million puts outstanding for cash by
    paying the banks the difference between the average of
    69 per put and
    the market price per ordinary share of Vivendi Universal as of
    April 30, 2002. In addition, Vivendi Universal purchases
    calls on its ordinary shares, from time to time, in order to
    satisfy the exercise of stock options. In June 2001, Vivendi
    Universal purchased a call on ordinary shares at a fixed price
    to satisfy the exercise of stock options that have an exercise
    price above

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| |  |                                                                                                                                                                                                             
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 75
    per ordinary share. In connection with the purchase of this
    call, Vivendi Universal sold to the seller of the call
    9.5 million treasury shares to enable such seller to manage
    its risk.

Significant commitments and contingent
liabilities relating to our Environmental Services are as
follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | As part of their contractual obligations under
    concession agreements, Vivendi Environnement and its
    subsidiaries assume responsibility for the replacement of fixed
    assets in the publicly-owned utility networks they manage. The
    estimated replacement costs for which they are responsible over
    the remaining life of the contracts totals
    2.4 billion.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | In the normal course of business, Vivendi
    Environnement and its subsidiaries provide specific guarantees
    that cover both prepayments received and operating/ performance
    obligations related to major contracts. These guarantees
    approximated
    3.1 billion
    at December 31, 2001, including:
    0.8 billion
    of performance guarantees issued by subsidiaries of Vivendi
    Environnement,
    0.4 billion
    of performance guarantees issued by Vivendi Environnement on
    behalf of its subsidiaries either directly to clients or to
    financial institutions as counter guarantees and
    0.2 billion
    in financial guarantees given by US Filter for projects
    undertaken with its industrial customers.                                                              
|
| |  | In connection with the acquisition of 49% of
    B 1998 SL, the Spanish holding company that owns 56.5% of
    FCC, Vivendi Universal granted an option to the primary
    shareholder of the holding company. This option grants the
    primary shareholder the right to sell to Vivendi Universal, at
    any time between April 18, 2000 and October 6, 2008,
    their remaining 51% in the holding company at a price based on
    the average market value of FCCs shares during the three
    months preceding the exercise of the option (up to 7 times
    FCCs EBITDA or 29.5 times FCCs earnings per share
    for the previous year, whichever is lower). At December 31,
    2001, Vivendi Universal would have had to pay an estimated
    812 million
    if the option were to have been exercised.
|
| |  | Vivendi Environnement has a potential obligation
    of approximately
    613 million
    under the Berlin water contract to pay previous land owners, not
    indemnified by the Berlin government, who may present claims for
    payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Significant commitments and contingent
liabilities relating to our Non-Core businesses, primarily real
estate operations, are as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | As previously discussed, in December 2000,
    Vivendi Universal sold a 49.9% interest in Sithe to Exelon for
    approximately US$696 million, the net proceeds of which
    were approximately US$475 million. As a result of the
    transaction Exelon became the controlling shareholder of Sithe
    and Vivendi Universal retained a minority interest of
    approximately 34%. Vivendi Universals remaining interest
    is subject to a put and call option. For a period of three years
    beginning in December 2002, Vivendi Universal can put to Exelon,
    or Exelon can call from Vivendi Universal, Vivendi
    Universals remaining interest. Under the terms of the
    contract the price is subject to a cap and a floor.
|
| |  | Two guarantees capped at
    250 million
    each extended when Vivendi Universal sold its hotel business to
    a consortium composed of Accor, Blackstone and Colony, and sold
    several office towers and housing complexes to Unibail.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Various other pledges and guarantees to banks
    related to real estate operations, which individually range from
    43,000 to
    46 million and
    together total
    371 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

LitigationVivendi
Universal is subject to various litigation in the normal course
of business. Although it is not possible to predict the outcome
of such litigation with certainty, based on the facts known to
us and after consultation with counsel, management believes that
such litigation will not have a material adverse effect on our
financial position or results of operations.

For further discussion of litigation see
Item 8  Financial Information 
Litigation.

Environmental
mattersVivendi Universals
operations are subject to evolving and increasingly stringent
environmental regulations in a number of jurisdictions. Vivendi
Universals operations are covered by insurance policies.
At December 31, 2001, there were no significant
environmental losses.

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Anticipated
Future Capital Requirements

Media & Communications
Businesses We believe our
access to external capital resources, together with proceeds
from the sale of non-core operations and internally generated
liquidity will be sufficient to satisfy existing commitments and
plans, and to provide adequate financial flexibility. Our goal
for 2002 is to reduce gross debt to a level of approximately
18 billion.
Capital expenditures are expected to remain at similar levels
over the next years in order to maintain existing facilities,
continue research and development and promote the launch of new
products and services.

Environmental Services
BusinessesWe expect that Vivendi
Environnement will finance its capital requirements from its net
cash flows and existing external financing and, if necessary, a
moderate increase in indebtedness.

Effect of Inflation

Inflation did not have a material effect on our
revenue or income from continuing operations in the 1999-2001
period.

Recent Developments

Acquisition of Entertainment Assets of USA
Networks, Inc. On
December 16, 2001, Vivendi Universal, Universal Studios,
Liberty, USA and Mr. Barry Diller entered into agreements
whereby Vivendi Universal agreed to acquire control of
USAs entertainment assets (programming, TV distribution,
cable networks and film businesses, including USA Films LLC,
Studios USA LLC and USA Cable LLC). These assets will be
combined with Universals existing film, TV and recreation
businesses to form a new entertainment group, VUE, whose common
interests will be 93.06% owned by Universal and its affiliates.
The transaction is valued at approximately US$10.3 billion,
and will be financed through a combination of cash and
securities. The transaction closed on May 7, 2002.

At the closing, USA and its subsidiaries received
US$1.62 billion in cash, a 5.44% common interest in VUE and
preferred interests in VUE with initial face values of
US$750 million and US$1.75 billion (the latter of
which is subject to puts and calls settable in up to
approximately 56.6 million shares of USA common stock). In
connection with the acquisition, Vivendi Universal acquired from
Liberty securities of USA (as well as a 27.4% interest in
MultiThématiques) in exchange for an aggregate of
37.4 million Vivendi Universal treasury shares. USANi LLC,
a subsidiary of USA, canceled (in exchange for the distribution
to Universal Studios and its affiliates of interests in certain
of USANi LLCs subsidiaries) the 320.9 million of its
shares (currently exercisable into USA common shares) that are
owned by Universal Studios and its affiliates as of the closing.
In exchange for agreeing to enter into certain commercial
arrangements and for other valuable consideration, Vivendi
Universal and its affiliates received 60.5 million warrants
to purchase shares of USA at varying exercise prices. In
addition to these warrants, Vivendi Universal and its affiliates
own approximately 56.6 million shares of USA common stock
as of the closing.

Strategic Alliance with EchoStar
Communications Corporation In December 2001, Vivendi Universal
and EchoStar Communications Corporation (EchoStar) announced an
8-year strategic alliance in which Vivendi Universal will offer
EchoStars DISH Network customers in the United States a
variety of programming and interactive television services,
including five new channels and expanded pay-per-view and
video-on-demand movies and events. These services are expected
to begin in the fall of 2002. EchoStar will pay customary fees
per subscriber to Vivendi Universal once the channels become
available. Additionally, Vivendi Universal and EchoStar will
also work together on a new programming initiative to develop
new satellite-delivered broadband channels featuring interactive
games, movies, sports, education and music to be launched within
a three year period following the consummation of the agreement.

Under the agreement, Vivendi Universal made a
US$1.5 billion equity investment in EchoStar to provide a
portion of the funding for EchoStars pending merger with
Hughes Electronics Corporation (Hughes), the parent company of
DirecTV. In exchange, EchoStar issued Series D Preferred
Stock, at an issue price of approximately US$260 per share. This
stock has the same economic and voting rights as the
Class A common

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shares into which it is convertible and has a
liquidation preference equal to its issue price. Immediately
prior to the consummation of the merger with Hughes, the
Series D Preferred Stock will be converted into EchoStar
Class A common shares, which will then be exchanged for
Class A common shares in the combined EchoStar-Hughes upon
completion of the merger. As a result of these transactions,
Vivendi Universal owns approximately 10% of EchoStar, or less
than 5% of the combined EchoStar-Hughes following the proposed
merger. Vivendi Universal will also receive contingent value
rights, intended to provide downside protection for the price of
the Class A common shares to be issued upon conversion of
the Series D Preferred Stock. The maximum payment under the
rights is US$225 million if the pending merger with Hughes
Electronics is completed, or US$525 million if the pending
merger is not completed. Any amount owing under these rights
would be settled three years after completion of the merger, or
30 months after the merger agreement terminates, as
applicable except in certain limited circumstances.


Divestment of Vivendi Universal
Publishings Professional Division Vivendi Universal has entered into an
agreement to sell VUPs B2B and health divisions to two
newly formed investment companies led by the Cinven investment
fund. Additionally, Vivendi Universal will acquire a 25%
interest in the investment companies. VUPs B2B activities
include Groupe Moniteur, Usine Nouvelle, France Agricole,
Builder, Barbour Index, Tests and Exposium. VUPs health
activities include Le Quotidien du Médecin, Vidal, Masson,
Staywell, MIMS and Doyma. The sale is expected to be finalized
in the second quarter of 2002 and is subject to customary
closing conditions. There is no assurance that such conditions
will be satisfied.

Sale of Vivendi Universal Treasury
Shares In January 2002,
Vivendi Universal sold 55 million treasury shares for total
proceeds of
3.3 billion.
Proceeds from the sale were primarily used to reduce debt.

Stream Acquisition In February 2002, Vivendi
Universal and CANAL+ Group, shareholder of TELE+, announced that
they had signed an agreement with News Corporation to acquire
the Italian digital TV platform Stream, subject to approval by
the Italian regulatory authorities with reasonable conditions.
In May 2002, the Italian regulatory authority approved the
acquisition subject to a number of conditions which are
unacceptable to Vivendi Universal. Vivendi Universal has
consequently indicated its intent to terminate the merger
agreement with News Corporation.

Disposal of Elektrim
Telekomunikacja In March
2002, Vivendi Universal announced that it had signed a
non-binding Memorandum of Understanding with a group financial
investors led by Citigroup Investments to sell its 49% interest
in Elektrim Telekomunikacja. As part of the agreement, Vivendi
Universal will retain a minority interest in the Citigroup-led
consortium and will be granted a put option and the investors a
call option on this interest. The exercise of the two options
will ensure that Vivendi Universal is able to completely
withdraw from its investment in Elektrim Telekomunikacja in due
course.

First Acqua Acquisition Vivendi Environnement
announced on May 13, 2002 that its subsidiary, Vivendi
Water UK, signed an agreement with First Aqua Holdings Limited
(FAH) to acquire First Aqua (JVCo) Limited (First Aqua),
the holding company of Southern Water. The consideration is
based on an enterprise value of 2 billion pounds sterling,
equal to that used for FAHs acquisition of Southern Water
in April 2002 and Southern Waters estimated average
gross regulatory asset value as of March 2002. The deal is
conditioned on receipt of UK and European Union regulatory
approval, as well as the closing of FAHs acquisition of
Southern Water. In addition, the completion of the acquisition
of First Aqua by Vivendi Water UK is subject to the availability
of satisfactory long-term, non-recourse financing to refinance
First Aqua and Southern Water debt. Following implementation of
the refinancing, Vivendi Water UK will invest approximately
420 million pounds sterling, thereby holding a majority of
First Aquas ordinary equity.

Disposal of Investment in BSkyB As previously discussed, Vivendi
Universal transferred approximately 96% (400.6 million ordinary
shares) of its investment in BSkyBs ordinary shares and
81 million of
money market securities to two QSPEs in October 2001, and
concurrently entered into a total rate of return swap with the
same financial institution that held all of the QSPEs
beneficial interests.

In May 2002, the financial institution sold
the remaining 250.6 million BSkyB shares held by the QSPEs, and
concurrently, Vivendi Universal and the financial institution
terminated the total rate of return swap on

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those shares, which were settled at approximately
670 pence per share, before Vivendi Universals
payment of related costs.


For French GAAP purposes, in the second quarter
2002, Vivendi Universal will recognize a pre-tax gain of
approximately
1.7 billion
upon the termination of the total rate of return swap, net of
expenses. This transaction will also result in a reduction of
debt of approximately
4 billion.

For US GAAP purposes, in the second quarter
2002, Vivendi Universal will recognize a pre-tax gain of
approximately
0.2 billion
upon the termination of the total rate of return swap, net of
expenses. Additionally, previously recognized mark-to-market
pre-tax gains of approximately
0.8 billion
(0.5 billion
in 2001 and
0.3 billion
in first quarter 2002) on the total rate of return swap will be
reversed. As the October 2001 transaction was originally
accounted for as a sale, the termination of the total rate of
return swap will result in a reduction of debt of approximately
0.4 billion,
equal to the incremental proceeds expected to be received from
the transaction.

Cautionary Statement Concerning
Forward-Looking Statements

The Commission des Opérations de Bourse (the
COB) in France and the SEC in the US encourage companies to
disclose forward-looking information so that investors can
better understand a companys future prospects and make
informed investment decisions. This report contains statements
that are forward-looking statements, in that they
include statements regarding the intent, belief or current
expectations of our management with respect to our future
operating performance. In the US, these forward-looking
statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. All
statements that express forecasts, expectations and projections
with respect to future matters, including the launching or
prospective development of new business initiatives and
products, anticipated music or motion picture releases, Internet
or theme park projects and anticipated cost savings or synergies
are forward-looking statements within the meaning of the Act.
Such forward-looking statements are not guarantees of future
performance. Actual results may differ materially from our
forward-looking statements as a result of certain risks and
uncertainties, many of which are outside of our control,
including but not limited to:

Competition Many of our businesses operate in
highly competitive industries, which require substantial human
and capital resources. From time to time, our competitors may
reduce their prices, introduce new technologies, products or
services or improve the quality of their services in an effort
to expand market share. We may lose business if we are unable to
match the prices, technologies or service quality offered by our
competitors. Additionally, our ability to continue to attract
and select desirable talent at manageable costs and utilize that
talent to create content offerings such as feature films,
television series and audio recordings on a timely basis is
essential to our content businesses, particularly Music and
TV & Film.

Intellectual Property Rights The decreasing cost of electronic
equipment and related technology has made it easier to create
unauthorized versions of audio and audiovisual products such as
compact discs, videotapes and DVDs. Similarly, advances in
Internet technology have made it possible for computer users to
share audio and audiovisual information without the permission
of the copyright owners and without paying royalties. A
substantial portion of our Music and TV & Film revenues
are generated from the sale of audio and audiovisual products
that are potentially subject to unauthorized copying and/or
widespread, uncompensated dissemination on the Internet. If we
fail to develop effective means of protecting our intellectual
property rights and entertainment-related products and services,
or if we fail to obtain appropriate relief through the judicial
process, our results of operations and financial position may
suffer.

Customer Preference A substantial portion of our revenues
are generated from the production and distribution of content
offerings such as feature films, television series and audio
recordings. The commercial success of a film, television series
or audio recording depends primarily upon their acceptance by
the public, which although difficult to predict, may be
influenced by the quality and acceptance of competing offerings
released into the marketplace at or near the same time, the
availability of alternative forms of entertainment and leisure
time activities, general economic conditions and other tangible
and intangible factors. As we expect the popularity of our
content offerings to be a significant factor driving the growth
of our communica-

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tions services, its failure to produce films,
television series and audio recordings with broad consumer
appeal could negatively impact our business and prospects for
growth.


Technological Advancements Many of the industries in which our
businesses operate are subject to rapid and significant changes
in technology, which are characterized by the frequent
introduction of new products and services. Pursuit of necessary
technological advances may require substantial investments of
time and resources and we may not succeed in identifying and
developing new products, service opportunities and marketable
technologies in a timely manner. Additionally, technological
advances may render our existing products obsolete, forcing us
to write off investments made in those products and services and
to make substantial new investments.

Economic and Political Conditions Changes in global and local economic
and political conditions may affect all our businesses. We
conduct business in markets around the world. The risks
associated with conducting business in some countries outside of
Western Europe, the United States and Canada can include slower
payment of invoices, nationalization of businesses, social,
political and economic instability, increased currency exchange
risk and currency repatriation restrictions, among others. We
may not be able to insure or hedge against these risks.
Furthermore, financing may not be available in countries with
less than investment grade sovereign credit ratings. As a
result, it may be difficult to create or maintain profit-making
operations in developing markets.

Financial and Equity Markets We routinely make investments and
engage in projects that may require us to seek substantial
amounts of funds through various forms of financing. Our ability
to arrange financing for projects and the cost of capital
depends on numerous factors, including general economic,
financial and equity market conditions, availability of credit
from banks and other financial institutions, investor confidence
in our businesses, success of current projects and perceived
quality of new projects. Changes in any of these factors may
affect our access to, or increase our cost of financing, which
in turn could negatively impact our results of operations and
financial position.

Foreign Currency Exchange Rate
Fluctuations We hold
assets and liabilities, earn income and incur expenses in a
variety of currencies. As our financial statements are presented
in euros, we must translate these items from their original
currency into euros. Consequently, increases and decreases in
the value of the euro will impact our results of operations and
financial position.

Legal and Regulatory Requirements In order to conduct and expand each of
our businesses, we may need to maintain, renew or obtain a
variety of permits and approvals from regulatory authorities.
The process for obtaining these permits and approvals can be
lengthy, complex, unpredictable and often costly. If we are
unable to retain or obtain the permits and approvals we need,
for example, licenses to provide telecommunications services, at
a reasonable cost and in a timely manner, our ability to conduct
and expand our businesses could be impaired. Additionally,
adverse changes in the legal and regulatory environment in which
our businesses operate, including changes in accounting
standards and taxation requirements, could limit our revenue
and/or impose costs on us.

Government Contracts Contracts with governmental
authorities make up a significant percentage of the revenue of
our 63% owned subsidiary, Vivendi Environnement. Vivendi
Environnement is subject to various statutes and regulations
that apply to companies that contract with governmental
authorities that differ from laws governing private contracts.
In civil law countries such as France, for instance, government
contracts often allow the governmental authority to modify or
terminate the contract unilaterally in certain circumstances.
Although Vivendi Environnement is generally entitled to full
indemnification in the event of a unilateral modification or
termination of a contract by a governmental authority, such
modifications or terminations could reduce its revenue and
profits if full indemnification is not available.

Environmental Liabilities Each of our businesses, particularly
Vivendi Environnement, is subject to extensive and increasingly
stringent environmental laws and regulations. Even though we
exercise due care in conducting our operations and comply with
all applicable laws and regulations, we may, in some
circumstances, be required to pay fines or damages under these
laws and regulations. Additionally, courts or regulatory
authorities may require us to undertake investigatory and/or
remedial activities, curtail operations

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or close facilities temporarily or permanently in
connection with applicable environmental laws and regulations.
We could also become subject to claims for personal injury or
property damage. Being required to take these actions or to pay
environmental damages could substantially impair our business or
affect our ability to obtain new business.


Natural Disasters Adverse weather conditions or natural
disasters, such as hurricanes and earthquakes, which may, among
other things, impair performance at our theme parks in
California, Florida, Japan and Spain.

Other The uncertainties of litigation and
other risks and uncertainties are detailed from time to time in
our regulatory filings.

For further discussion of risks and uncertainties
see Item 3  Key Information  Risk
Factors.

Item 6:  Directors, Senior
Management and Employees

Directors

The table below shows the names, current
principal occupations and recent employment history of the
directors of Vivendi Universal.

|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |              |      |           |  |     |      |  |  |  |    | 
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---- | --------- |  | --- | ---- |  |  |  | -- | 
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |              |      | Date      |  |    
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Expiration   |      | Initially |  |    
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Date of      |      | Appointed |  |    
|Name               |  | Principal Business Activities                                                                                                                                                                                                                                                                                                                                                                                               |  | Current Term |      | to Board  |  | Age
|                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                             |  |              |      |           |  |    
|Jean-Marie Messier |  | Chairman and CEO of Vivendi Universal.                                                                                                                                                                                                                                                                                                                                                                                      |  |              | 2004 |           |  |     | 1998 |  |  |  | 45 | 
|                   |  | Chairman and CEO of Vivendi from 1994 to 2000.                                                                                                                                                                                                                                                                                                                                                                              |  |              |      |           |  |     |      |  |  |  |    | 
|                   |  | Mr. Messier is also Chairman of the
    Supervisory Board of Vivendi Environnement and CANAL+ Group,
    Chairman of Vizzavi Europe and a director of: Alcatel,
    BNPParibas, Compagnie de Saint-Gobain, LVMH Moët Hennessy
    Louis Vuitton, UGC Unipart Group of Companies, Echostar
    Communications Corporation, Fomento de Construcciones y
    Contratas SA, USA Networks, Inc. and The New York Stock Exchange. |  |              |      |           |  |     |      |  |  |  |    | 
|Eric Licoys(3)     |  | Co-COO of Vivendi Universal.                                                                                                                                                                                                                                                                                                                                                                                                |  |              | 2004 |           |  |     | 2000 |  |  |  | 63 | 
|                   |  | Chairman of Havas Medimedia.                                                                                                                                                                                                                                                                                                                                                                                                |  |              |      |           |  |     |      |  |  |  |    | 
|                   |  | Advisor to Vivendis Chairman from 1997 to
    1999.                                                                                                                                                                                                                                                                                                                                                                        |  |              |      |           |  |     |      |  |  |  |    | 
|                   |  | Chairman of Lazard Freres & Cie from 1996 to
    1997.                                                                                                                                                                                                                                                                                                                                                                      |  |              |      |           |  |     |      |  |  |  |    | 
|                   |  | Mr. Licoys is also Vice Chairman of the
    Supervisory Board of Groupe Express and Vivendi Environnement
    and a director of Banque Eurofin, Cegetel Groupe, CGEA ONYX,
    Media Overseas and Vivendi Universal Net.                                                                                                                                                                                                    |  |              |      |           |  |     |      |  |  |  |    | 

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|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |              |      |           |  |     |      |  |  |  |    | 
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---- | --------- |  | --- | ---- |  |  |  | -- | 
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |              |      | Date      |  |    
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Expiration   |      | Initially |  |    
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Date of      |      | Appointed |  |    
|Name                   |  | Principal Business Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | Current Term |      | to Board  |  | Age
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |              |      |           |  |    
|Bernard Arnault(3)     |  | Chairman and CEO of LVMH/Moët Hennessy Louis
    Vuitton.                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |              | 2004 |           |  |     | 2000 |  |  |  | 53 | 
|                       |  | Mr. Arnault is also a Chairman of Christian
    Dior, Groupe Arnault, Montaigne Participations et Gestion SA,
    Société Civile du Cheval Blanc, Saint Emilion and a
    director of Financière Jean Goujon, Christian Dior Couture,
    Moët Hennessy Inc. (USA) and LVMH Moët Hennessy Louis
    Vuitton K.K. (Japan).                                                                                                                                                                                           |  |              |      |           |  |     |      |  |  |  |    | 
|Edgar Bronfman, Jr.(1) |  | Special Advisor to the Chairman of Vivendi
    Universal.                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |              | 2004 |           |  |     | 2000 |  |  |  | 47 | 
|                       |  | Executive Vice Chairman of Vivendi Universal from
    December 2000 to March 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |              |      |           |  |     |      |  |  |  |    | 
|                       |  | President & CEO of Vivendi Universal Canada
    Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |              |      |           |  |     |      |  |  |  |    | 
|                       |  | President and Chief Executive Officer of Seagram
    from 1994 to 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |              |      |           |  |     |      |  |  |  |    | 
|                       |  | Mr. Bronfman is also a director of USA Networks,
    Inc., the New York University Medical Center, the Wharton School
    of University of Pennsylvania and Equitant, Inc.                                                                                                                                                                                                                                                                                                                                          |  |              |      |           |  |     |      |  |  |  |    | 
|Edgar M. Bronfman(2)   |  | Former Chairman of the Board of Seagram.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |              | 2004 |           |  |     | 2000 |  |  |  | 72 | 
|                       |  | President of World Jewish Congress, World Jewish
    Restitution Organization, Foundation for Jewish Campus Life
    (Hillel), Presidential Advisory Commission on Holocaust Assets
    in the United States, the Samuel Bronfman Foundation, Inc. and
    Anti-Defamation League, NY Appeal, Director of the American
    Society for Technion, Weizmann Institute of Science and American
    Committee and Member of Council on Foreign Relations, Foreign
    Policy Association and Museum of Jewish Heritage. |  |              |      |           |  |     |      |  |  |  |    | 
|Richard H. Brown       |  | Chairman and CEO of Electronic Data Systems Co.
    since January 1, 1999.                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |              | 2004 |           |  |     | 2000 |  |  |  | 54 | 
|                       |  | From July 1996 to December 1998, Chief Executive
    Officer of Cable and Wireless plc.                                                                                                                                                                                                                                                                                                                                                                                                                             |  |              |      |           |  |     |      |  |  |  |    | 
|                       |  | From May 1995 to July 1996, President and CEO of
    H&R Block, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |              |      |           |  |     |      |  |  |  |    | 
|                       |  | Mr. Brown is also a Director of Home Depot Inc.
    (USA) and Dupont and a Member of the Business Roundtable (BRT),
    the Business Council, the Advisory Committee on Trade and Policy
    Negotiations (ACTPN), the US-Japan Business Council, the
    French-American Business Council and National Security
    Telecommunications Advisory Committee (NSTAC).                                                                                                                                                 |  |              |      |           |  |     |      |  |  |  |    | 

80



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##### 



|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                        |  |              |      |           |  |     |      |  |  |  |    | 
|------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---- | --------- |  | --- | ---- |  |  |  | -- | 
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                        |  |              |      | Date      |  |    
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                        |  | Expiration   |      | Initially |  |    
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                        |  | Date of      |      | Appointed |  |    
|Name                     |  | Principal Business Activities                                                                                                                                                                                                                                                                                                                                                                                          |  | Current Term |      | to Board  |  | Age
|                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                        |  |              |      |           |  |    
|Jean-Marc Espalioux      |  | Chairman of the Directory Board of Accor since
    1997.                                                                                                                                                                                                                                                                                                                                                               |  |              | 2004 |           |  |     | 2000 |  |  |  | 50 | 
|                         |  | Previously a member of the Executive Committee of
    Vivendi and then Deputy CEO of Vivendi.                                                                                                                                                                                                                                                                                                                          |  |              |      |           |  |     |      |  |  |  |    | 
|                         |  | Mr. Espalioux is also a director of Fiat
    France and Air France.                                                                                                                                                                                                                                                                                                                                                    |  |              |      |           |  |     |      |  |  |  |    | 
|Philippe Foriel-Destezet |  | Director of Adecco.SA (Switzerland).                                                                                                                                                                                                                                                                                                                                                                                   |  |              | 2004 |           |  |     | 2000 |  |  |  | 66 | 
|                         |  | Mr. Foriel-Destezet is also Chairman of the
    Board of Akila Fianance S.A., Nescofin UK Limited and a director
    of Carrefour S.A. and Securitas A.B.                                                                                                                                                                                                                                                              |  |              |      |           |  |     |      |  |  |  |    | 
|Jacques Friedmann        |  | Retired Chairman of the Supervisory Board of
    AXA-UAP (Chairman from 1993-2000).                                                                                                                                                                                                                                                                                                                                    |  |              | 2004 |           |  |     | 2000 |  |  |  | 69 | 
|                         |  | Mr. Friedmann is also a director of BNP
    Paribas and Total Fina Elf S.A.                                                                                                                                                                                                                                                                                                                                            |  |              |      |           |  |     |      |  |  |  |    | 
|Esther Koplowitz(3)      |  | Director of Fomento de Constructiones y Contratas
    FCC (Spain), B 1998 S.L. and Dominum Desga SA.                                                                                                                                                                                                                                                                                                                   |  |              | 2004 |           |  |     | 2000 |  |  |  | 49 | 
|                         |  | Mrs. Koplowitz is also Member of the
    Supervisory Board of Vivendi Environnement and President of the
    Ayuda al Desvalido Foundation.                                                                                                                                                                                                                                                                            |  |              |      |           |  |     |      |  |  |  |    | 
|Marie-Josée Kravis       |  | Senior Fellow, Hudson Institute Inc.                                                                                                                                                                                                                                                                                                                                                                                   |  |              | 2005 |           |  |     | 2001 |  |  |  | 52 | 
|                         |  | Mrs. Kravis is also a director of The
    Canadian Imperial Bank of Commerce, Hollinger International
    Inc., The Ford Motor Company and USA Networks, Inc. Member of
    the Board of the trustees of the Hudson Institute, the Museum of
    Modern Art and the Institute for Advanced Study, Member of the
    US Secretary of Energys Advisory Board and Senior Fellow
    of the Council on Foreign Relations. |  |              |      |           |  |     |      |  |  |  |    | 
|Henri Lachmann           |  | Chairman and CEO of Schneider Electric since 1999.                                                                                                                                                                                                                                                                                                                                                                     |  |              | 2004 |           |  |     | 2000 |  |  |  | 63 | 
|                         |  | Chairman and CEO of Strafor Facom from 1993 to
    1998.                                                                                                                                                                                                                                                                                                                                                               |  |              |      |           |  |     |      |  |  |  |    | 
|                         |  | Mr. Lachmann is also a Director of ANSA,
    Formelac and a Member of the Supervisory Board of AXA and Groupe
    Norbert Dentressangle.                                                                                                                                                                                                                                                                               |  |              |      |           |  |     |      |  |  |  |    | 
|Samuel Minzberg          |  | Chairman and CEO of Claridge Inc.                                                                                                                                                                                                                                                                                                                                                                                      |  |              | 2004 |           |  |     | 2001 |  |  |  | 52 | 
|                         |  | Mr. Minzberg is also a Director of Koor
    Industries Ltd., Reitmans (Canada) Limited and HSBC Bank Canada.                                                                                                                                                                                                                                                                                                           |  |              |      |           |  |     |      |  |  |  |    | 

81



---



##### 



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |              |      |           |  |     |      |  |  |  |    | 
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---- | --------- |  | --- | ---- |  |  |  | -- | 
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |              |      | Date      |  |    
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Expiration   |      | Initially |  |    
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Date of      |      | Appointed |  |    
|Name          |  | Principal Business Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Current Term |      | to Board  |  | Age
|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |              |      |           |  |    
|Simon Murray  |  | Chairman of Simon Murray & Associates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              | 2004 |           |  |     | 2000 |  |  |  | 62 | 
|              |  | Mr. Murray is also the Chairman of Gems Ltd.
    and a director of Hermès International, Cheung Kong
    Holdings Ltd., Hutchinson Whampoa Ltd. and Tommy Hilfiger
    Corporation, Orient Overseas (International) Ltd, Pacific
    Century Regional Developments Ltd, Sino-Forest Corporation,
    Sunday Communications Ltd, USI Holdings Ltd, Usinor, Yozan Inc.,
    Arnhold holdings Ltd, Senior Adviser to Bain & Company ,
    Group Senior Adviser for Asia to N.M. Rothschild & Sons Ltd
    (UK), Member of the Advisory Board for Mobile Future Works Inc.
    and Member of International Advisory Board of China National
    Offshore Oil Corp. |  |              |      |           |  |     |      |  |  |  |    | 
|Serge Tchuruk |  | Chairman and CEO of Alcatel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |              | 2004 |           |  |     | 2000 |  |  |  | 64 | 
|              |  | Mr. Tchuruk is also Chairman of Alcatel USA
    Holdings Corp., Member of the Supervisory Board of Alcatel
    Deutschland Gmbh an Director of Société
    Générale, Thalès, Total Fina Elf S.A. and
    Institut Pasteur.                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |              |      |           |  |     |      |  |  |  |    | 
|Marc Viénot   |  | Honorary Chairman and Director of
    Société Générale.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |              | 2004 |           |  |     | 2000 |  |  |  | 73 | 
|              |  | Chairman and CEO of Société
    Générale from 1973 to 1997.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |              |      |           |  |     |      |  |  |  |    | 
|              |  | Mr. Viénot is also Chairman of the
    Supervisory Board of Aventis, Chairman of Paris Europlace and
    Director of Alcatel, Société Générale
    Marocaine de Banque and Ciments Français.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |              |      |           |  |     |      |  |  |  |    | 




|    |                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Son of Edgar M. Bronfman.                                                                                                                                                                              
|   
|(2) | Father of Edgar Bronfman, Jr.                                                                                                                                                                          
|   
|(3) | The advance renewal of Mrs. Esther
    Koplowitzs and Messrs. Arnault and Licoys terms of
    office as Directors was approved by the shareholders at the
    Shareholders Meeting on April 24, 2002.

Other than those described in the footnotes
above, there are no familial relationships among our directors
and executive officers.

Our directors are appointed for renewable terms
of a maximum of four years, subject to provisions of Vivendi
Universals statutsrelating to age limits.

82



---



##### 



Senior Management

The table below shows the names of our senior
managers and members of the Executive Committee (other than
Jean-Marie Messier and Eric Licoys (listed in the table above
under Directors)), their current positions and
principal responsibilities:

|                  |  |                                                                                                          
|----------------- |  | ---------------------------------------------------------------------------------------------------------
|Name              |  | Positions and Responsibilities                                                                           
|                  |  |                                                                                                          
|Philippe Germond  |  | Chairman and CEO of Cegetel Senior Executive Vice
    President, Internet & Telecom, of Vivendi Universal
|Guillaume Hannezo |  | Senior Executive Vice President and CFO of
    Vivendi Universal                                         
|Andrew Kaslow     |  | Senior Executive Vice President Human Resources
    of Vivendi Universal                                 
|Doug Morris       |  | Chairman and CEO of UMG                                                                                  
|Henri Proglio     |  | Executive Senior Vice President CEO of Vivendi
    Environnement                                         
|Agnès Touraine    |  | Vice Chairman and CEO of Vivendi Universal
    Publishing                                                

Compensation of Executive Officers, Senior
Managers and Directors

Executive Directors

Executive Directors remuneration is
determined by the Board of Directors after hearing the Human
Resources Committee report.

It consists of a fixed portion and a variable
portion (Bonus).

The variable portion is based upon the
Companys performance, primarily on its EBITDA growth rate.

The same applies to all Senior Managers of the
Group for whom the Bonus may be adjusted by an increase or
decrease of 20 points, based upon cash flow results and
synergies achieved.

To determine the remuneration of the Chairman and
CEO and the Executive Directors, the Human Resources Committee
referred to a comparative study conducted by a specialized
consulting firm on a sample of major US and European
communications companies. Vivendi Universal falls between the
average and the 3rd quartile of those mentioned in this study.

The amount of the variable portion of the
Chairman and CEOs 2001 remuneration may be:



| |   |                                                            
| | - | -----------------------------------------------------------
| |  | 300% of the base salary if EBITDA grows by 35% or
    more;
|
| |  | 250% of the base salary if EBITDA grows by 30% or
    more;
|
| |  | 200% of the base salary if EBITDA grows by 25% or
    more;

Should EBITDA grow by less than 25%, the Human
Resources Committee will determine the remuneration.

The variable portion of the remuneration paid to
the Co-Chief Operating Officers may be up to 200% of their
respective base salaries depending on the achievement of
performance objectives. Pierre Lescures variable
remuneration was based on CANAL+s objectives (75%) and on
Vivendi Universals objectives (25%). Eric Licoys
variable remuneration is based on synergy objectives (66.6%) and
on Vivendi Universals objectives (33.4%).

During fiscal year 2001, Mr. Jean-Marie
Messier, Chairman and CEO, received a gross remuneration of
5,123,611 euros and a net remuneration after taxes from
Vivendi Universal of 2,377,971 euros, including benefits in
kind. This makes his salary package the sixth highest in the
group, behind five American employees. Including the stock
options received (835,000 in 2001), this remuneration represents
less than 50% of those received by the Chairman of comparable
companies. In addition, he received 125,325 euros of

83



---



##### 



directors fees as a Director of Vivendi
Universal and as a Director or member of the Supervisory Board
of Vivendi Universal controlled subsidiaries in the sense of
Article 233-16 of the French Commercial Code. As of
December 31, 2001, Mr. Jean-Marie Messier held
592,810 shares of Vivendi Universal.


Mr. Edgar Bronfman Jr., Vice Chairman,
received a gross remuneration of US$5,872,987 and a net
remuneration after taxes of US$3,529,728 from Seagram. In
addition he received 31,294 euros of directors fees
as a Director of Vivendi Universal.

Mr. Eric Licoys, Co-Chief Operating Officer,
received a gross remuneration of 2,936,553 euros and a net
remuneration after taxes of 1,138,958 euros from Vivendi
Universal. In addition he received 113,165 euros of
directors fees as a Director of Vivendi Universal and as a
Director or member of the Supervisory Board of Vivendi Universal
controlled subsidiaries in the sense of Article 233-16 of
the Commercial Code.

Mr. Pierre Lescure, former Co-Chief
Operating Officer, received a gross remuneration of 1,935,239
euros and a net remuneration after taxes of 835,577 euros from
CANAL+. In addition he received 58,525 euros of
directors fees as a Director of Vivendi Universal and as a
Director or member of the Supervisory Board of Vivendi Universal
controlled subsidiaries in the sense of Article 233-16 of
the Commercial Code.

Senior Managers

Among Senior Managers heading up the Groups
Business Units, the ten highest remunerations, nine of them for
American employees, totalled 61.2 million euros in 2001.

Non-Executive Directors

Each Non-Executive Director receives 50,000 euros
in directors fees per year.

This amount is increased by 11,000 euros for
members of the Human Resources Committee and 22,000 euros
for members of the Audit Committee. This amount is doubled for
the Chairman of each Committee.

Directors fees are paid pro-rata
temporis based on the dates of appointment or
resignation and per quarter served.

Below is a breakdown of the non-executive
directors fees paid in 2001.

|                             |  |            |        | 
|---------------------------- |  | ---------- | ------ | 
|                             |  | (in euros)
|                             |  |           
|Mr. Bernard Arnault          |  |            | 57,502 | 
|Mr. Jean-Louis Beffa         |  |            | 50,255 | 
|Mr. Charles Bronfman(3)      |  |            | 18,752 | 
|Mr. Edgar M. Bronfman        |  |            | 45,202 | 
|Mr. Richard H. Brown         |  |            | 31,294 | 
|Mr. André Desmarais(3)       |  |            | 22,411 | 
|Mr. Jean-Marc Espalioux(1)   |  |            | 46,137 | 
|Mr. Philippe Foriel-Destezet |  |            | 45,187 | 
|Mr. Jacques Friedmann        |  |            | 46,137 | 
|Mrs. Esther Koplowitz(2)     |  |            | 34,603 | 
|Ms. Marie-Josée Kravis       |  |            | 17,390 | 
|Mr. Henri Lachmann           |  |            | 60,249 | 
|Mr. Thomas Middelhoff(3)     |  |            | 22,061 | 
|Mr. Samuel Minzberg          |  |            | 12,542 | 
|Mr. Simon Murray             |  |            | 34,603 | 
|Mr. Serge Tchuruk            |  |            | 56,757 | 

84



---



##### 



|                |  |            |        | 
|--------------- |  | ---------- | ------ | 
|                |  | (in euros)
|                |  |           
|Mr. René Thomas |  |            | 48,196 | 
|Mr. Marc Viénot |  |            | 74,293 | 



---



|    |                                                                                                  
|--- | -------------------------------------------------------------------------------------------------
|(1) | Mr. Espalioux also collected 43,750 euros in
    directors fees from Vivendi Environnement.     
|   
|(2) | Mrs. Koplowitz also collected 40,625 euros
    in directors fees from Vivendi Environnement.    
|   
|(3) | Mssrs. Bronfman, Desmarais and Middlehoff
    are no longer directors at the date of this filing.

Board Practices

Under our statuts, as modified in
accordance with the provisions of the French New Economic
Regulations Act which came into force on May 18, 2001 and
approved at the Shareholders Meeting held on April 24,
2002, our Company is managed by a board of directors composed of
no less than three members and no more than eighteen members.

By way of an exception to the foregoing and
pursuant to the exception set forth by law in case of merger,
our Board of Directors currently consists of 19 directors.
The Board includes 14 independent directors, and
six non-French directors, two of them women. Under our
statuts, shareholders elect board members for four year
renewable terms.

Our Board of Directors determines the direction
in which the Companys business shall develop and oversees
such development. Within the limit of the powers expressly
attributed to Shareholders Meetings and subject to the
limitations of the Companys purpose, the Board considers
any matter affecting the successful running of the Company and
takes decisions to regulate the business affecting it.

The
Boards jurisdiction

The Board reviews:



| |   |                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The groups strategic agreements and
    directions.                                                                                                                             
|
| |  | The groups new business acquisitions and
    internally developed activities which could significantly affect
    its earnings or materially modify its balance sheet structure.
|
| |  | The annual, half-yearly and quarterly financial
    statements and the Audit Committees report.                                                                                 
|
| |  | Agreements entered into within the group, and at
    the Audit Committees suggestion, the pertinence of the
    accounting methods used.                                        
|
| |  | The terms for implementing the compliance program
    and the environmental and social report.                                                                                   
|
| |  | The annual report of important litigation.                                                                                                                                       

Based on the Human Resources Committees
report, the Board determines the stock purchase option plans and
decides on the remuneration of the groups executive
directors.

The general management of the Company is the
responsibility of the Chief Executive Officer who may be the
Chairman of the Board:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The Chairman represents the Board. He organizes
    and directs its operations and ensures the smooth functioning of
    the Companys governing bodies, and that the Directors are
    in a position to carry out their tasks.                                                                                                                                                                                                   
|
| |  | The Chief Executive Officer is vested with the
    broadest powers to act in all circumstances on behalf of the
    Company. He exercises these powers subject to the limitations of
    the companys purpose and subject to those powers expressly
    attributed by law to Shareholders Meetings and to the Board of
    Directors. He represents the Company in its relations with third
    parties and in legal proceedings.

85



---



##### 





| |                                                                       
| | ----------------------------------------------------------------------
| | Resignation of, and Consulting Agreement with,
    Edgar Bronfman, Jr.

On December 6, 2001, Edgar Bronfman Jr.
announced his resignation, effective March 31, 2002, from
his position as Executive Vice Chairman of the Board of
Directors, pursuant to the provisions of his employment
agreement with Seagram, which is guaranteed by Vivendi
Universal. In accordance with the employment agreement,
Mr. Bronfman effected a voluntary termination of his
employment during the thirteenth month following the effective
time of the arrangement (December 8, 2000). As set forth in
the employment agreement, Mr. Bronfman is entitled, in
addition to accrued compensation, to severance payments equal to
(1) three times the sum of his annual base salary and
target bonus, plus (2) a pro rata portion of his target
bonus for the year of termination. In addition,
Mr. Bronfmans employment agreement provides the
following additional severance payments and benefits:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | all unvested stock options outstanding on the
    date of termination will become fully vested and exercisable,
    except that the unvested options (described above) granted at
    the recommendation of the Chairman of Vivendi Universal at the
    Human Resources Committees first meeting on or after the
    effective time of the arrangement, and all options will remain
    exercisable for the period applicable to vested options under
    the applicable option agreement; provided that any termination
    of employment (other than for cause or by reason of death or
    disability) will be treated as a retirement for purposes of
    options and other stock-based plans and agreements of Seagram in
    which Mr. Bronfman participated as of the commencement of
    the term of the employment agreement, or any successor plans,
    programs or arrangements; provided, further that if
    Mr. Bronfman terminates his employment for good reason
    based solely on his right to resign during the thirteenth month
    following the effective time of the arrangement, the options
    (described above) granted at the beginning of the term of the
    employment agreement shall be only two-thirds vested and
    exercisable and the vesting of the other options granted under
    the employment agreement will not accelerate;
|
| |  | the continuation of all medical, life insurance
    and disability benefits for a period of three years following
    the termination date, except that those benefits will become
    secondary to any benefits granted by a new employer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | his age and years of service for retirement plan
    eligibility and certain other purposes will be increased by
    three years;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | all unfunded pension benefits will become fully
    vested; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  | reimbursement of reasonable expenses incurred for
    outplacement services during the three-year period following his
    termination date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

In the event Mr. Bronfman becomes subject to
any excise tax, the agreement entitles him to payment in an
amount sufficient to ensure a net after-tax benefit to him that
is the same as if no excise tax had been charged.

From April 1, 2002 through December 31,
2004 (unless terminated earlier in accordance with the
consulting agreement by and between Vivendi Universal and Lexa
Partners LLC), Mr. Bronfman will serve as Special Advisor
to the Chairman of Vivendi Universal.

Board
Committees

On a motion from its Chairman and CEO, the Board
of Directors formed two independent sub-Committees, the Audit
Committee and the Human Resources Committee. Each Committee met
at least three times in 2001. Their members are chosen among the
Directors. The Chairman and members of both Committees receive a
specific Directors fee deducted from the total of the
Board of Directors fees allotted by the Shareholders
Meeting.

Audit
Committee

The Audit Committee is comprised of four
independent members, Messrs. Marc Viénot, Philippe
Foriel-Destezet, Henri Lachmann and Ms. Marie-Josée
Kravis. Marc Viénot serves as chairman. The Audit

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Committee meet at least once each quarter prior
to meetings of the Board of Directors during which yearly,
half-yearly and quarterly, individual and consolidated,
financial statements are to be considered, and at other times
when an event of particular importance to the Company occurs.
The Audit committee met four times during the 2001 fiscal year.


The Audit Committee is responsible for reviewing
the annual, half-yearly and quarterly individual and
consolidated financial statements, the consistency of our
internal control procedures, the audit plan of our internal and
external auditors along with their conclusions for controls and
the accounting methods and principles that are or may be
applicable to our company. The Audit Committee is also advising
the Board of Directors on the appointment or re-appointment of
the Statutory Auditors. The Audit Committee helps also in
preparing the Compliance Programs annual assessment report
and proposes, as needed, any measure which could improve its
effectiveness.

As part of its mission, the Audit Committee can
consult, without the Executive Officers being present, the
Statutory Auditors and those executives who are responsible for
drawing up the financial statements and performing internal
controls.

The Audit Committee reports on its progress,
conclusions and proposals to the Board of Directors and gives
its opinions, observations and recommendations on topics within
its purview, which then are submitted to the Board for review.

Human
Resources Committee

Previously composed of three members, the Human
Resources Committee (formerly, the Compensation Committee) was
expanded in 2001 to five members, of whom four are independent,
Mr. Edgar M. Bronfmann (Chairman), Ms. Esther
Koplowitz and Messrs. Bernard Arnault, Richard Brown and
Serge Tchuruk.

The Human Resources Committee is responsible for
submitting proposals for the executive officers
remuneration, and related subjects, advising the Chairman on
stock option and other equity compensation plans, submitting
proposals relating to such plans to the executive officers,
choosing the groups executive and non-executive directors,
upon proposals of the Chairman, performing a talent survey
within Vivendi Universal and advising the Board of Directors on
the remuneration of Vivendi Universals senior executives.

Nomination of Independent Advisors to the
Board

The Board of Directors may appoint two
Independent Advisors chosen for their expertise. They are
appointed for a four-year term and are called to attend meetings
of the Board of Directors in an advisory capacity.

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Employees

The average number of Vivendi Universals
employees in 2001 was approximately 381,504 people worldwide.
The table below shows a breakdown of employees by business
segments:

|                       |  |                |         |                |  |                |         |   |  |  |         |   
|---------------------- |  | -------------- | ------- | -------------- |  | -------------- | ------- | - |  |  | ------- | --
|                       |  | Average number |         | Average number |  | Average number
|                       |  | of employees   |         | of employees   |  | of employees  
|                       |  | in 2001        |         | in 2000        |  | in 1999       
|                       |  |                |         |                |  |               
|Media & Communications |  |                |         |                |  |                |         |   |  |  |         |   
|Music                  |  |                | 12,017  |                |  |                | 719     | * |  |  |        |   
|TV & Film              |  |                | 20,344  |                |  |                | 7,152   |   |  |  | 22,299  | **
|Publishing             |  |                | 22,010  |                |  |                | 22,007  |   |  |  |         |  
|Internet               |  |                | 1,138   |                |  |                | 933     |   |  |  |         |  
|Telecoms               |  |                | 30,023  |                |  |                | 9,603   |   |  |  | 8,164   |   
|                       |  |                |         |                |  |                |         |   |  |  |         |   
|Sub-total              |  |                | 85,532  |                |  |                | 40,414  |   |  |  | 30,463  |   
|                       |  |                |         |                |  |                |         |   |  |  |         |   
|Environmental Services |  |                | 295,285 |                |  |                | 212,084 |   |  |  | 171,126 |   
|Other***               |  |                | 687     |              |  |                | 788     |   |  |  | 74,002  |   
|                       |  |                |         |                |  |                |         |   |  |  |         |   
|Total                  |  |                | 381,504 |                |  |                | 253,286 |   |  |  | 275,591 |   
|                       |  |                |         |                |  |                |         |   |  |  |         |   



---



| |   |                                          
| | - | -----------------------------------------
| | * | Includes only 23 days of Seagram in 2000.



|   |                                          
|-- | -----------------------------------------
|** | Includes only 3 months of CANAL+ in 1999.



|    |                                                                                                 
|--- | ------------------------------------------------------------------------------------------------
|*** | Includes our Construction and Property activity,
    the majority of which was disposed in 2000.



| |   |                                                                                   
| | - | ----------------------------------------------------------------------------------
| |  | TV & Film employee numbers for 1999 include
    Publishing and Internet employees.



| |    |                                          
| | -- | -----------------------------------------
| |  | Represents our employees at headquarters.

Our employees membership in trade unions
varies from country to country, and we are party to numerous
collective bargaining agreements. As is generally required by
law, we renegotiate our labor agreements in Europe annually in
each country in which we operate.

Although we have experienced strikes and work
stoppages in the past, we believe that relations with our
employees are generally good. We are not aware of any material
labor arrangement that has expired or is soon to expire and that
is not expected to be satisfactorily renewed or replaced in a
timely manner.

Share Ownership

The total amount of Vivendi Universals
voting securities owned by its directors and executive officers,
other than those related to the Bronfman family, is less than 1%.

The following table shows the number of Vivendi
Universal ADSs beneficially owned by each of the Seagram
designees to the Vivendi Universal Board of Directors as of
January 8, 2002, the date of the latest amendment to the
statement filed with the SEC:

|                    |  |                   |            |                   |  |  |     |  
|------------------- |  | ----------------- | ---------- | ----------------- |  |  | --- | -
|                    |  | Number of         |            | Percentage of    
|Beneficial Owner    |  | Voting Securities |            | Voting Securities
|                    |  |                   |            |                  
|Edgar M. Bronfman   |  |                   | 33,452,083 | (1)               |  |  | 3.2 | %
|Edgar Bronfman, Jr. |  |                   | 34,813,876 | (2)               |  |  | 3.5 | %
|Richard H. Brown    |  |                   | 750        |                   |  |  | *   |  
|Samuel Minzberg     |  |                   | 2,248,250  | (3)               |  |  | *   |  



---



|    |                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Less than 1%                                                                                                                                                                                                                                                                                                                    
|   
|(1) | Includes 31,541,219 ADSs owned indirectly by The
    Edgar Miles Bronfman Trust, a trust established for the benefit
    of Edgar M. Bronfman and his descendants (EMBT), and
    1,189,212 ADSs owned directly by the PBBT/ Edgar Miles Bronfman
    Family Trust, a trust established for the benefit of
    Edgar M. Bronfman

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | and his descendants (PBBT/ EMBFT), trusts for
    which Mr. Bronfman serves as a trustee, 888 ADSs owned
    directly by Mr. Bronfman, 452,960 ADSs (as of March 8,
    2002) issuable upon the exercise of options which are currently
    exercisable, and 192,284 ADSs owned by two charitable
    foundations of which Mr. Bronfman is among the trustees or
    directors. Mr. Bronfman disclaims beneficial ownership of
    the foregoing ADSs, except to the extent of his beneficial
    interest in the EMBT and the PBBT/ EMBFT and with respect to
    ADSs owned directly by him.                                                                                                                                                                                                                                
|   
|(2) | Includes 31,541,219 ADSs owned indirectly by the
    EMBT trust for which Mr. Bronfman serves as a trustee, 792
    ADSs owned directly by Mr. Bronfman, 3,079,333 ADSs
    issuable upon exercise of options which are currently
    exercisable, 192,000 ADSs owned by a charitable foundation of
    which Mr. Bronfman is among the trustees and 532 ADSs in
    which Mr. Bronfman has an indirect interest through an
    investment in the Retirement Savings and Investment Plan for
    Employees of Joseph E. Seagram & Sons, Inc. and
    Affiliates (based on the value of such investment as of
    December 4, 2000). Mr. Bronfman disclaims beneficial
    ownership of the foregoing ADSs, except to the extent of his
    beneficial interest in the EMBT and with respect to ADSs owned
    directly by him.
|   
|(3) | Includes 2,247,500 Exchangeable Shares owned
    indirectly by The Stephen Rosner Bronfman Substitute Trust (a
    trust for the benefit of Stephen R. Bronfman and his
    descendants and for which Samuel Minzberg serves as a trustee)
    and 750 ADSs. Mr. Minzberg disclaims beneficial ownership
    of the foregoing exchangeable shares, except with respect to
    ADSs owned directly by him.                                                                                                                                                                                                                                                                                                                                                                                                                     

The Governance Agreement

We are a party to a governance agreement with
certain former Seagram shareholders that are members or
affiliates of the Bronfman family (Bronfman shareholders). In
addition to the provisions described below, the governance
agreement restricts the transfer of Vivendi Universal shares
held by the Bronfman shareholders and contains other provisions
relating to the ownership, holding, transfer and registration of
Vivendi Universal shares. See also Item 7: Major
Shareholders and Related Party Transactions  Related
Party Transactions  Share Purchase From Members of
Bronfman Family.

Designees to Vivendi Universals Board
of Directors

Under the governance agreement, Vivendi Universal
has elected to, and is required to use best efforts to, cause
the continuation for a four-year term on its Board of Directors
of four former members of Seagrams board of directors. Two
of the four designees are parties to the governance agreement
(Edgar M. Bronfman and Edgar Bronfman, Jr.), and the
remaining two designees (Richard H. Brown and Samuel
Minzberg) are unaffiliated with the Bronfman family
(non-Bronfman designees). Our Board of Directors currently
consists of 16 members.

Following the expiration of the initial four-year
period, and for so long as the Bronfman shareholders continue
beneficially to own the applicable percentage of the number of
Vivendi Universal voting securities (as described below) owned
by them immediately following the effective time of the
arrangement, we will use our best efforts to cause the election
of the number of individuals designated by the Bronfman
shareholders indicated below:

|                                            |  |           |   | 
|------------------------------------------- |  | --------- | - | 
|                                            |  | Number of
|                                            |  | Bronfman 
|Percentage of Initial Investment            |  | Designees
|                                            |  |          
|more than 75%                               |  |           | 3 | 
|more than 50% but less than or equal to 75% |  |           | 2 | 
|more than 25% but less than or equal to 50% |  |           | 1 | 

After the initial four-year term, the
re-appointment of the non-Bronfman designees will be at our
discretion.

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Vivendi Universal voting securities
are securities that generally entitle the holder to vote for
members of Vivendi Universals Board of Directors, or
securities issued in substitution for such securities, including
Vivendi Universal ordinary shares, Vivendi Universal ADSs and
exchangeable shares.

Designees to the Committees of Vivendi
Universals Board of Directors

For so long as either (i) the Bronfman
shareholders have the right to designate at least two members of
Vivendi Universals Board of Directors or (ii) the
Bronfman shareholders are collectively the largest holders of
Vivendi Universal voting securities other than Vivendi Universal
and its affiliates, we must:



| |   |                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | appoint and maintain a designee of the Bronfman
    shareholders as the Chairman of the Human Resources Committee of
    our Board of Directors;                                                                                                                                                                                          
|
| |  | cause the Chairman of the Human Resources
    Committee to be appointed and maintained as a member of the
    nominating Committee of our Board of Directors;                                                                                                                                                                             
|
| |  | cause the nominating committee to be responsible
    for proposing the nomination of all directors, other than the
    Bronfman designees;                                                                                                                                                                                                
|
| |  | cause a designee of the Bronfman shareholders to
    be appointed and maintained as a member of the audit committee
    of our Board of Directors; and                                                                                                                                                                                    
|
| |  | cause a designee of the Bronfman shareholders to
    be appointed and maintained as a member of any subsequently
    formed executive or similar committee if the failure of the
    Bronfman shareholders to participate would be inconsistent with
    the purposes of the board and committee participation rights
    described above.

Stock Option Plans

Since December 8, 2000, the date on which
the Merger Transactions became effective, three main stock
option plans were introduced. Those plans involved a total of
29,420,525 options. Under the first plan granted on
December 11, 2000, 3,681 optionees were granted 10,886,898
options to purchase stock at a non-discounted exercise price of
78.64 euros (or 67.85 US dollars for options to purchase ADSs).
We also introduced an exceptional performance-related stock
option plan, known as the out-performance plan. The
plan, granted on December 11, 2000, involved a maximum of
5,200,000 options (drawn from treasury stock) granted to Vivendi
Universals 91 principal managers. The stock options were
granted at a non-discounted exercise price of 78.64 euros
(or 67.85 US dollars for options to purchase ADSs). The
accelerated exercise of these options is tied to Vivendi
Universal outperforming a combined index comprised of the MSCI
Media for 60% and the Stoxx Media for 40%. Under the third plan
granted on October 10, 2001, 2,816 optionees were granted
13,333,627 options to purchase stock at a non-discounted
exercise price of 48.20 euros (or 44.25 US dollars for options
to purchase ADSs). The allocation of stock options is made on
the basis of three criteria: level of responsibility,
performance, and identification of high-potential managers or
those who have carried out significant business operations.

Item 7:     Major
Shareholders and Related Party Transactions

Major Shareholders

To our knowledge, other than with respect to the
Bronfman shareholders, as discussed above, no individual
shareholder owns beneficially, or exercises control or direction
over, 5% or more of the outstanding Vivendi Universal ordinary
shares. There are 57,580,251 (excluding exercisable options)
Vivendi Universal ADSs and exchangeable shares held by the
Bronfman shareholders and subject to the governance agreement.
The foregoing shares, collectively, represent approximately 5.5%
of the voting securities of Vivendi Universal. The information
for the Bronfman shareholders is based on their holdings as of
January 2002. The governance agreement is described under
Item 6  Directors, Senior Management and
Employees  Share Ownership  The Governance
Agreement.

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Related Party Transactions

Esther Koplowitz and FCC

In October 1998, Vivendi acquired from
Ms. Esther Koplowitz, a member of Vivendi Universals
Board of Directors, a 49% interest in the holding company that
owns 56.5% of FCC. The parties made the economic effect of the
transaction retroactive to July 1, 1998. Ms. Koplowitz
owns the remaining 51% of the holding company.

The same month, Vivendi and Ms. Koplowitz
signed a shareholders agreement providing for shared
control of the economic activity of the holding company, FCC and
FCCs subsidiaries (the FCC group). Specifically, the
agreement provides that Vivendi and Ms. Koplowitz are to be
equally represented in the main executive bodies of the FCC
group, i.e., the Board of Directors and executive committees of
FCC and its subsidiaries.

At the same time, Vivendi entered into an option
agreement under which Ms. Koplowitz has an option to sell
to Vivendi, at any time between April 18, 2000 and
October 6, 2008, her 51% interest in the holding company at
a price based on the average market value of FCCs shares
during the three months preceding the exercise of the option, up
to seven times FCCs EBITDA or 29.5 times FCCs
earnings per share for the previous year, whichever is lower. In
addition, Ms. Koplowitz has a call on the shares of the
holding company through which Vivendi Environnement holds its
interest in FCC that becomes exercisable in the event Vivendi
Universal ceases to hold a majority of the capital of Vivendi
Environnement.

Claridge Inc.

For the period January 1, 2001 through
December 1, 2001, Claridge Inc. (Claridge) reimbursed
Seagram for the use of aircraft owned by such subsidiary in the
amount of US$26,712. The payment represented Claridges pro
rata share of the applicable operating expenses of the aircraft.
For the same period, Seagram paid or accrued rent and reimbursed
expenses to Claridge in the amount of Cdn.$133,338 (and
Cdn.$2,090 for the current fiscal year) for the use by Seagram
of office and parking space and secretarial services. The
Charles Rosner Bronfman Family Trust, a trust established for
the benefit of Charles R. Bronfman and his descendants,
owns all the shares of Claridge. Charles R. Bronfman and
Samuel Minzberg are among the directors and officers of Claridge.

The Andrea & Charles Bronfman
Philanthropies, Inc.

For the period January 1, 2001 through
December 31, 2001, The Andrea & Charles Bronfman
Philanthropies, Inc., a charitable organization, paid or accrued
rent and reimbursed Vivendi Universal in the amount of US$67,368
(and US$87,635 during the current fiscal year) for use by such
organization of office space in Vivendi Universals offices
in New York. Andrea Bronfman and Charles R. Bronfman are
directors of The Andrea & Charles Bronfman
Philanthropies, Inc.

Frank Alcock

As of December 21, 2001, Vivendi Universal
divested the spirits and wine business to which Frank Alcock,
Edgar Bronfman, Jr.s father-in-law, previously
provided consulting services.

Item 8:     Financial
Information

Consolidated Financial Statements

See our financial statements in Item 18.

Litigation

In the ordinary course of its business, Vivendi
Universal and its subsidiaries and affiliates are, from time to
time, named as a defendant in various legal proceedings. Vivendi
Universal maintains comprehensive

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liability insurance and believes that its
coverage is sufficient to ensure that it is adequately protected
from any material financial loss as a result of any legal claims
made against Vivendi Universal or its subsidiaries.


British Telecom filed a request for arbitration
against Vivendi Universal with the International Court of
Arbitration on March 8, 2000, alleging, among other things,
that Vivendi Universal breached the Cegetel Shareholders
Agreement by agreeing with Vodafone to establish a joint venture
to develop and market Vizzavi. On November 9, 2000, the
court issued a ruling rejecting that claim. The court also
ruled, however, that if BT proves that the creation of Vizzavi
harmed SFR, BT will be entitled, in its capacity as indirect
shareholder of SFR, to compensation from Vivendi Universal.
Vivendi Universal believes that there was no such harm and is
vigorously defending the claim.

In December 1999, Vivendi entered into an
Investment Agreement with Elektrim SA pursuant to which it
acquired 49% of Elektrim Telekomunikacja Sp. Zoo (Telco). Telco
in turn holds 51% of Polska Telefonia Cyfrowa Sp (PTC) and 100%
of Bresnam following the transfer of these stakes to Telco by
Elektrim. In October 1999, Deutsche Telecom (DT) commenced
arbitration proceedings in Vienna alleging that Elektrims
purchase on August 26, 1999 of 13.9% of the PTC shares from
four minority PTC shareholders (which gave it a 51% controlling
interest in PTC) violated the PTC shareholders agreement by
ignoring DTs alleged rights of first refusal over 3.123%
of the PTC shares that were part of those shares transferred to
Elektrim on August 26, 1999. DT is seeking (1) a
declaration that the transfer of PTC shares to Elektrim on
August 26, 1999 was ineffective; (2) alternatively, an
order requiring the transfer of 3.126% of the PTC shares to DT;
and/or (3) damages in an amount of $135 million. Under
the terms of the Investment Agreement, Vivendi Universal may be
liable for the first $100 million of any damages awarded to
DT against Elektrim. The first hearings for the arbitration took
place in November 2001 and further hearings commenced in
March 2002 and are expected to continue through
May 2002. An arbitral award may be handed down the second
half of 2002.

On December 21, 2001, the sale of
Seagrams Spirits and Wine business to Diageo and Pernod
Ricard closed. Since November 2000, Destilería
Serrallés, Inc. (Serrallés) has been pursuing a
litigation against Joseph E. Seagram & Son, Inc.
(JES) and Seagram, alleging that the right of first refusal over
certain Captain Morgan trademarks owned by JES contained in a
supply agreement between Serrallés and JES would be
triggered by the sale of Seagrams Spirits and Wine
business. The case was removed to the United States District
Court for the District of Puerto Rico.

In December 2001, Serrallés and Allied
Domecq plc (Allied) filed a new suit against Diageo, seeking
control of the ownership rights to the Captain
Morgan rum brands from Diageo pursuant to the Puerto Rico Civil
Code. Vivendi Universal believes that both of the litigations
are without merit and has been defending them vigorously.

Vivendi Universal agreed to certain indemnity
obligations to Diageo in Section 2.5 of the Stock and
Assets Purchase Agreement  SAPA in the
event that a court were to have finally determined that
Serrallés was entitled to exercise its claimed right of
first refusal for the Captain Morgan rum brands, and
Serrallés in fact exercised that right. Specifically, if
there was any shortfall between the Indemnity
Amounts of $1.638 billion for the US Captain Morgan
trademarks and $202 million for the non-US Captain Morgan
trademarks and the amount the court ordered that Serrallés
pay to exercise the right of first refusal, Vivendi Universal
would bear the responsibility for the first $250 million of
any such shortfall, any damages awarded (none are presently
claimed) and any defense attorney fees and expenses. To the
extent these amounts exceeded $250 million, Diageo and
Vivendi Universal would each be responsible for 50% of the
excess.

On February 27, 2002, Vivendi Universal
entered into a Settlement Agreement with, inter alia,
Serrallés, Allied and Diageo providing for the dismissal
with prejudice of the above litigations and for releases of all
Serrallés and Allied claims relating to Captain Morgan upon
the closing of a February 27, 2002 agreement for the sale
of certain shares and assets of Diageos Malibu Rum
business to Allied (the Malibu Rum Sale). In the meantime,
pursuant to the Settlement Agreement, the parties filed joint
motions for the stay of all of the above litigations.

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Pursuant to Section 2.10 of the SAPA, which
was entered into just prior to the closing of the sale of
Seagrams Spirits and Wine Business, Vivendi Universal
agreed to pay Diageo $75 million if it were to sell its
Malibu Rum Business to Allied and obtain the dismissal of all
Captain Morgan Rum litigation with prejudice. Upon the closing
of the Malibu Rum Sale, dismissal of the litigations and payment
of the $75 million by Vivendi Universal, all of the Vivendi
Universal indemnification obligations related to the
Serrallés/ Allied Captain Morgan claims under
Section 2.5 of the SAPA are extinguished.

On May 22, 2002, the closing of the Malibu
Rum Sale was announced and the releases in the February 27,
2002 Settlement Agreement of all claims by Serrallés and
Allied relating to the claimed right of first refusal over
Captain Morgan Rum became effective. On May 24, 2002,
Stipulations of Dismissal were filed dismissing with prejudice
the two above-described litigations filed by Serrallés and
Allied in Puerto Rico relating to Captain Morgan Rum.

In July 1999, a small video retailer located in
San Antonio, Texas, filed a lawsuit entitled Cleveland,
et al. v. Viacom, et al., Civil Actionin the
United States District Court for the Western District of Texas,
San Antonio Division. The complaint alleges that the home video
divisions of the major movie studios, including Universal
Studios Home Video, Inc., have conspired with one another, with
Blockbuster Inc., a video rental retailer, and with Viacom,
Inc., in violation of the federal antitrust laws. The action was
filed on behalf of a proposed class of all
independent video retailers that compete with
Blockbuster. Since its original filing, the complaint has gone
through several substantive changes, including the substitution
of new proposed class representatives, and the addition of
claims arising under California law. The core allegation,
however, has remained the same: plaintiffs allege that the
studios have entered into direct revenue sharing agreements with
Blockbuster that include terms that are unavailable to
independent video retailers, and that give Blockbuster an unfair
competitive advantage. Plaintiffs seek monetary and injunctive
relief. Plaintiffs filed a motion asking that the court certify
the proposed class. Universal Studios and the other defendants
opposed the motion, arguing that the case is not amenable to
class treatment. The Court denied plaintiffs motion for
class certification and the case is now proceeding as an
individual, not a class, action. Trial has been set to begin on
June 10, 2002. Some of the same plaintiffs in the Texas
case filed, on January 31, 2001, a similar case in
California, entitled Merchant, et. al. v. Redstone,
et al.in the Superior State of California for the
County of Los Angeles. This action makes essentially the same
claims as are made in the Texas action, but seeks relief solely
under California state law. Class certification was also denied
in this case, but this case continues on behalf of more than 200
named plaintiffs.

On December 15, 1999, KirchMedia, a German
company, filed an action entitled KirchMedia GmbH & Co.
KgaA v. Universal Studios, Inc. and Universal Studios
International B.V. in the Superior Court for the County of
Los Angeles. KirchMedia and Universal Studios entered into
several agreements in 1996 involving the licensing of film and
television programming. The agreements also required the
plaintiff to allocate to Universal Studios two channels on its
German pay television service. Plaintiff alleges that it is
entitled to terminate its agreements with Universal Studios on
the ground that certain decisions by European regulatory
authorities have materially impaired its business and constitute
events of force majeure. Plaintiff also alleges that
Universal Studios has breached its obligations under the
parties licensing agreements by allegedly failing to
provide plaintiff with the quality and/or quantity of film and
television programming anticipated by plaintiff. Plaintiff
asserted claims for declaratory relief, breach of contract,
breach of the implied covenant of good faith and fair dealing,
and breach of fiduciary duty. Plaintiff sought an order
requiring the return of all monies paid by plaintiff under the
parties agreements, as well as purported damages in excess
of US$500,000,000. Plaintiff also sought punitive damages on its
breach of fiduciary duty claims. On February 3, 2000, USG
filed a cross-complaint in this action alleging that KirchMedia
had breached certain of its obligations under the parties
Channel Carriage Agreement and that certain entities related to
KirchMedia were obligated to indemnify Universal Studios for all
damages sustained as a result of KirchMedias breach of
that agreement. On August 11, 2000, the Court granted
Universal Studios motion for judgment on the pleadings on
the ground that plaintiffs complaint did not state facts
sufficient to constitute a claim. KirchMedia later filed an
amended complaint, which Universal Studios moved to dismiss. The
Court granted Universal Studios motion to dismiss and
KirchMedias complaint has now been dismissed in its
entirety. KirchMedia has indicated that it

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will appeal this ruling when it is able to, after
the conclusion of the entire case at the trial level. Universal
Studios has amended its cross-complaint to seek payments that
KirchMedia has failed to make.


Universal Music International Ltd. was served
with a FTC subpoena on October 16, 2000 seeking documents
pertaining to, among other things, any cooperation or
collaboration between Universal Music International Ltd. and
Time Warner Inc. or its affiliates relating to audio and video
releases by the Three Tenors. On July 31, 2001, the FTC
filed a complaint against Universal Music International Ltd.
claiming that Universal Music International Ltd. and Time Warner
entered into anticompetitive agreements concerning the Three
Tenors releases. Universal Music International Ltd. is in the
process of responding to the FTC complaint.

The four antitrust actions described below are
subject to ongoing settlement discussions:

On May 30, 1995, a purported class action
was filed in the United States District Court for the Central
District of California by retailers of compact discs. The
plaintiffs brought the action on behalf of direct purchasers of
compact discs alleging that defendants, including Universal
Music & Video Distribution, Inc., and PolyGram Group
Distribution, Inc., violated the federal and/or state antitrust
laws and unfair competition laws by engaging in a conspiracy to
fix prices of compact discs, and plaintiffs seek an injunction
and treble damages. The defendants motion to dismiss the
amended complaint was granted and the action was dismissed, with
prejudice, on January 9, 1996. Plaintiffs filed a notice of
appeal on February 12, 1996. By an order filed July 3,
1997, the Ninth Circuit reversed the District Court and remanded
the action. Upon reinstatement of this litigation by the Ninth
Circuit, a number of related actions were filed, which all arise
out of the same claims and subject matter.

On February 17, 1998, a purported consumer
class action was filed in the Circuit Court for Cocke County,
Tennessee by consumers of compact discs, alleging horizontal
conspiracy in violation of federal and state statutes, unfair
and deceptive trade practices and fraudulent concealment arising
out defendants distribution and sale of compact discs. UMG
filed a motion to dismiss on May 11, 1998, which was
denied. The trial date of July 2, 2001 was vacated, and no
new trial date has been set. In addition, a motion to limit the
case to the residents of one state (Tennessee), rather than 17,
has been filed. That motion was set for hearing on
March 30, 2002 and was granted. As a result, all plaintiffs
from states other than Tennessee are required to file individual
suits. The judge set a date for a July 2002 hearing on the
question of whether class certification is appropriate. A number
of related actions were filed, which all arise out of the same
claims and subject matter.

In May, June, and July of 2000, ninety-four
purported consumer class action law suits were filed in various
state and federal courts across the country against Universal
Music and Video Distribution Corp. (UMVD), UMG Recordings, Inc.
(UMGR) and PolyGram Group Distribution, Inc. (PGDI) as well as
Sony Music Entertainment Inc., Time Warner Inc., Bertelsmann
Music Group, and Capitol Records Inc. (along with companies
affiliated with these defendants). Certain recorded music
retailers are also named as defendants in some of these actions.
Plaintiffs in each of these actions allege that the defendants
violated the federal and/or state antitrust laws and unfair
competition laws by conspiring to fix the wholesale and/or
retail prices of compact discs. Plaintiffs in each of these
actions further allege that the purported conspiracy was related
in some fashion to the minimum advertised pricing (MAP) policies
adopted by each of the record distributor defendants, including
UMVD and PGDI. Plaintiffs in these cases seek treble damages
and/or restitution as well as attorneys fees and costs.
With respect to the federal cases, there is currently pending
before the Judicial Panel for Multi-District Litigation a motion
to consolidate and transfer. The Judicial Panel heard the motion
on September 22, 2000 and subsequently ruled that the
federal cases should be consolidated in Portland, Maine. With
respect to the eighteen state cases pending in California, on
September 11, 2000, the Court ordered that these cases be
coordinated for pretrial proceedings. With respect to the five
state cases pending in Florida, on August 31, 2000, the
Circuit Court of the 11th Judicial Circuit dismissed them with
leave to amend for failure to state a claim upon which relief
may be granted.

On August 8, 2000, the Attorneys General for
42 states and territories filed parens patriaeactions in
the United States District Court for the Southern District of
New York against several recorded music companies, including
UMVD and UMGR. The Attorneys General brought this suit on behalf
of consumers in their

94



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respective states or territories, and they allege
that the defendants violated the federal and state antitrust
laws and unfair competition laws by conspiring to fix the retail
prices of compact discs. The Attorneys General seek treble
damages, civil penalties, attorneys fees, and costs.


A complaint was filed on December 8, 2000 in
a United States District Court in New York by various publishers
(Rodgers & Hammerstein) against UMG Recordings and The
FarmClub for copyright infringement in connection with the
server database created for the subscription service. The motion
for summary judgement and/or stay filed by defendants was
dismissed. The cross-motion for summary judgement filed by the
plaintiffs was granted. Settlement discussions are ongoing.

Following a change to Australian copyright law in
1998 to permit parallel import of CDs into Australia, the
Australian Competition and Consumer Commission, or ACCC,
commenced proceedings against Universal Music Australia Pty
Limited (UMA, formerly PolyGram Pty Limited), alleging
violations of the Australian Trade Practices Act (TPA), the
statute which governs competition law in Australia. The ACCC
alleges that UMA took steps to restrict parallel imports into
Australia. In December 2001, the court found that UMA had
contravened certain sections of the TPA. UMA is appealing the
decision.

MP3.com is currently involved in various
copyright infringement suits related to the availability of
content on its My.MP3.com service from January to May of 2000.

MP3.com and certain of its current and former
directors and officers are named defendants in seven similar
class actions pending in the United States District Court for
the Southern District of New York filed during May and June
2001. The complaints allege that the prospectus and registration
statement in MP3.coms initial public offering contained
materially false and misleading statements related to
underwriting fees, commissions and other economic benefits
obtained by the underwriters connected with the offering,
including alleged tie-in arrangements between the underwriters
and their customers. The complaints allege causes of action
under certain sections of the Securities Act and the Exchange
Act. These cases were consolidated by order of the court dated
September 6, 2001.

In addition to the above matters, Vivendi
Universal and certain of its subsidiaries are parties to other
legal proceedings. Litigation and legal proceedings are
inherently uncertain and difficult to predict. Based on our
understanding and evaluation of the relevant facts and
circumstances, we believe that these matters have not had, in
the recent past, and are not likely to have significant effects
on our financial position or profitability.

Significant Changes

Except as otherwise disclosed in this annual
report, there has been no material adverse change in the
financial position of Vivendi Universal since December 31,
2001.

Item 9:     The
Offer and Listing

Market Price Information

Our ordinary shares currently trade on the Paris
Bourse and our ADSs trade on the NYSE. The table below sets
forth the reported high and low sales prices of Vivendi and
Vivendi Universal ordinary shares and ADSs on the Paris Bourse
and on the NYSE, respectively (and, for periods before September
2000, the high and low bids for Vivendi ADSs in the
over-the-counter market). For periods before the completion of
the Merger Transactions on December 8, 2000, the table sets
forth price information for Vivendi ordinary shares and ADSs;
for periods after that date, the table sets forth price
information for Vivendi Universal ordinary shares and ADSs. Each
Vivendi ADS represented one-fifth of a Vivendi ordinary share
before the completion of the Merger Transactions, while each
Vivendi Universal ADS now represents one Vivendi Universal
ordinary share. To facilitate comparison of information
(i) for periods before and after December 8, 2000,
price information for the Vivendi ADSs is shown as if each
Vivendi ADS represented one Vivendi ordinary share, and
(ii) the market prices for periods prior to May 11,
1999 are restated to reflect the 3:1 stock split that occurred
on May 11, 1999. Prices are rounded to the nearest cent.

95



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Last
Six Months

|                           |  |                   |       |        |  |      |       |     |  |   |       |  |  |   |       | 
|-------------------------- |  | ----------------- | ----- | ------ |  | ---- | ----- | --- |  | - | ----- |  |  | - | ----- | 
|                           |  |                   |       |       
|                           |  | Paris Bourse      |       | NYSE  
|                           |  | (Ordinary Shares) |       | (ADSs)
|                           |  |                   |       |       
|                           |  | High              |       | Low    |  | High |       | Low
|                           |  |                   |       |        |  |      |       |    
|May, 2002 (through May 22) |  |                  | 35.73 |        |  |     | 28.46 |     |  | $ | 32.35 |  |  | $ | 26.75 | 
|April, 2002                |  |                   | 43.00 |        |  |      | 35.39 |     |  |   | 38.91 |  |  |   | 31.69 | 
|March, 2002                |  |                   | 50.10 |        |  |      | 42.64 |     |  |   | 43.79 |  |  |   | 37.20 | 
|February, 2002             |  |                   | 51.30 |        |  |      | 40.66 |     |  |   | 43.80 |  |  |   | 35.65 | 
|January, 2002              |  |                   | 64.40 |        |  |      | 49.67 |     |  |   | 57.90 |  |  |   | 42.45 | 
|December, 2001             |  |                   | 62.15 |        |  |      | 53.60 |     |  |   | 54.90 |  |  |   | 48.50 | 
|November, 2001             |  |                   | 61.05 |        |  |      | 50.00 |     |  |   | 53.70 |  |  |   | 46.30 | 

Last
Two Years by Quarter

|                                |  |                   |        |        |  |      |       |     |  |   |        |  |  |   |       | 
|------------------------------- |  | ----------------- | ------ | ------ |  | ---- | ----- | --- |  | - | ------ |  |  | - | ----- | 
|                                |  |                   |        |       
|                                |  | Paris Bourse      |        | NYSE  
|                                |  | (Ordinary Shares) |        | (ADSs)
|                                |  |                   |        |       
|                                |  | High              |        | Low    |  | High |       | Low
|                                |  |                   |        |        |  |      |       |    
|2002                            |  |                   |        |        |  |      |       |     |  |   |        |  |  |   |       | 
|Second Quarter (through May 22) |  |                  | 44.24  |        |  |     | 28.46 |     |  | $ | 39.10  |  |  | $ | 26.75 | 
|First Quarter                   |  |                   | 64.40  |        |  |      | 40.60 |     |  |   | 57.90  |  |  |   | 35.65 | 
|2001                            |  |                   |        |        |  |      |       |     |  |   |        |  |  |   |       | 
|Fourth Quarter                  |  |                   | 62.15  |        |  |      | 45.65 |     |  |   | 54.80  |  |  |   | 42.57 | 
|Third Quarter                   |  |                   | 71.50  |        |  |      | 40.22 |     |  |   | 61.01  |  |  |   | 37.30 | 
|Second Quarter                  |  |                   | 79.70  |        |  |      | 61.40 |     |  |   | 69.73  |  |  |   | 54.85 | 
|First Quarter                   |  |                   | 82.00  |        |  |      | 61.20 |     |  |   | 76.00  |  |  |   | 54.30 | 
|2000                            |  |                   |        |        |  |      |       |     |  |   |        |  |  |   |       | 
|Fourth Quarter                  |  |                  | 89.65  |        |  |     | 68.60 |     |  | $ | 77.50  |  |  | $ | 50.00 | 
|Third Quarter                   |  |                   | 97.10  |        |  |      | 80.30 |     |  |   | 91.85  |  |  |   | 70.00 | 
|Second Quarter                  |  |                   | 122.00 |        |  |      | 85.30 |     |  |   | 128.75 |  |  |   | 81.25 | 
|First Quarter                   |  |                   | 150.00 |        |  |      | 79.10 |     |  |   | 142.50 |  |  |   | 81.25 | 

Last
Five Years

|                            |  |                   |        |        |  |      |       |     |  |   |        |  |  |   |       | 
|--------------------------- |  | ----------------- | ------ | ------ |  | ---- | ----- | --- |  | - | ------ |  |  | - | ----- | 
|                            |  |                   |        |       
|                            |  | Paris Bourse      |        | NYSE  
|                            |  | (Ordinary Shares) |        | (ADSs)
|                            |  |                   |        |       
|                            |  | High              |        | Low    |  | High |       | Low
|                            |  |                   |        |        |  |      |       |    
|2002 (through May 22, 2002) |  |                  | 64.40  |        |  |     | 28.46 |     |  | $ | 57.90  |  |  | $ | 26.75 | 
|2001                        |  |                   | 82.00  |        |  |      | 40.22 |     |  |   | 76.00  |  |  |   | 37.30 | 
|2000                        |  |                   | 150.00 |        |  |      | 68.60 |     |  |   | 142.50 |  |  |   | 50.00 | 
|1999                        |  |                   | 92.95  |        |  |      | 61.10 |     |  |   | 101.65 |  |  |   | 66.25 | 
|1998                        |  |                   | 72.35  |        |  |      | 39.82 |     |  |   | 85.85  |  |  |   | 43.55 | 
|1997                        |  |                   | 41.98  |        |  |      | 31.38 |     |  |   | 51.65  |  |  |   | 36.65 | 

We urge you to obtain current market quotations.

Arrangements for Transfer and Restrictions on
Transferability

Our statutsdo not contain any
restrictions relating to the transfer of shares.

Registered shares must be converted into bearer
form before being transferred on the Paris Bourse and,
accordingly, must be recorded in an account maintained by an
accredited intermediary. A shareholder may initiate a transfer
by giving instructions to the relevant accredited intermediary.
For dealings on the Paris

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Bourse, a tax assessed on the price at which the
securities are traded, or impôt sur les opérations
de bourse, is payable at the rate of 0.3% on transactions of
up to 152,449.02
and at a rate of 0.15% for larger trades. This tax is subject to
a rebate of
22.87 per
transaction and a maximum assessment of
609.80 per
transaction. Non-residents of France are not required to pay
this tax. In addition, a fee or commission is payable to the
broker involved in the transaction, regardless of whether the
transaction occurs in France. No registration duty is normally
payable in France, unless a transfer instrument has been
executed in France.


Item 10:     Additional
Information

General

As of December 31, 2001, there were
1,085,827,519 Vivendi Universal ordinary shares outstanding
(including treasury shares). All of the outstanding ordinary
shares are fully paid. As of May 22, 2002 we had 20,955,794
ordinary shares in treasury, with a gross book value of
1.44 billion.
All of these ordinary shares were issued to Vivendi Universal
and were fully paid. Our ordinary shares have a nominal value of
5.50 per
share. Vivendi Universals statutsprovide that
ordinary shares may be held in registered or bearer form, at the
option of the shareholder.

Share Capital Information

As of April 24, 2002, we had 1,088,308,703
ordinary shares outstanding. We estimate that as of that date,
approximately 34.5% of our shares traded on the Paris
Bourse were held by French residents and approximately 20% by
residents of the United States (including 5.5% held by members
of the Bronfman family and trusts controlled by them).

As of April 24, 2002, there were 2,053
registered holders of ADSs in the US holding a total of
85,628,597 ADSs.

Undertakings To Increase Vivendi
Universals Share Capital

As of December 31, 2001, Vivendi Universal
had undertaken to increase its capital in connection with
warrants, options, convertible bonds and exchangeable shares.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Warrants
    In May 1997, Vivendi issued bonus subscription warrants to its
    shareholders. As of December 31, 2000, 106,036,727 of the
    warrants were outstanding and exercisable, at a price of
    137.0 per 40
    warrants, for 3.05 Vivendi Universal ordinary shares per 40
    warrants. On May 2, 2001, those warrants expired and no
    more warrants are outstanding and exercisable;                                                                      
|
| |  | Convertible
    bonds In January 1999,
    Vivendi issued 6,028,369 bonds to the public. Each bond is
    convertible into 3.047 Vivendi Universal ordinary shares. As of
    May 22, 2002, 6,024,329 of these bonds were outstanding and
    convertible into a total of 18,356,131 ordinary shares (which
    may be treasury or newly-issued shares). The bonds are scheduled
    to be redeemed in 2003;                                                                 
|
| |  | Vivendi Environnement convertible
    bonds In April 1999,
    Vivendi Environnement issued 10,516,606 bonds to the public.
    Each bond is convertible into 3.047 ordinary shares of Vivendi
    Universal or Vivendi Environnement. As of May 22, 2002,
    5,331,126 of these bonds were outstanding and convertible into a
    total of 16,243,941 shares (which may be treasury or
    newly-issued shares). The bonds are scheduled to be redeemed in
    2005;       
|
| |  | Options granted pursuant to Vivendi Universal
    share subscription plans
    As of December 31, 2001, there were outstanding options to
    subscribe for 29,506,335 Vivendi Universal ordinary shares or
    ADSs granted to Vivendi Universals executive officers,
    management and employees pursuant to Vivendi Universals
    share subscription plans (including 2,088,037 pursuant to former
    Vivendi plans and 27,418,298 pursuant to former Seagram plans);
|
| |  | As of May 22, 2002, there were outstanding
    options to subscribe for 27,960,343 Vivendi Universal ordinary
    shares or ADSs granted to Vivendi Universals executive
    officers, management and employees                                                                                                                                                                                                                                                              

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | pursuant to Vivendi Universals share
    subscription plans (including 2,039,208 pursuant to former
    Vivendi plans and 25,921,135 pursuant to former Seagram plans).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Convertible
    Bonds In connection with
    the Merger Transactions, we issued on December 8, 2000,
    bonds redeemable into 401,582,689 Vivendi Universal ordinary
    shares. These bonds were or are to be redeemed for (i) the
    ADSs of Vivendi Universal received by holders of Seagram common
    shares on closing of the merger, (ii) ADSs of Vivendi
    Universal to be issued to holders of exchangeable shares of
    Vivendi Universal Exchangeco Inc. when such holders exchange
    such shares from time to time, (iii) ADSs of Vivendi
    Universal to be issued to holders of stock options or stock
    appreciation rights of Seagram on exercise of such options or
    rights, and (iv) ADSs of Vivendi Universal to be issued to
    holders of other convertible securities of Seagram, such as the
    ACES, on conversion of such securities. As of April 24,
    2002, bonds redeemable into 44,715,751 Vivendi Universal
    ordinary shares were outstanding.

Under the French commercial code, shareholders of
French companies such as Vivendi Universal have certain rights
to purchase, on a pro rata basis, securities issued by the
company.

Options To Purchase Vivendi Universal
Securities

We have several share purchase option plans for
the benefit of our executive officers, management and other
staff. As of May 22, 2002, options to purchase
approximately 58,505,057 Vivendi Universal ordinary shares or
ADSs were outstanding pursuant to these plans. The average
expiration date of these options was December 2007 and the
average exercise price was
67.11 for
ordinary shares and $56.64 for ADSs. Options to purchase shares
of common stock of MP3.com were converted into options to
purchase ADSs of Vivendi Universal on August 28, 2001. As
of May 22, 2002, options to purchase approximately 747,313
Vivendi Universal ADSs were outstanding pursuant to these plans.
The average expiration date of these options was July 2010 and
the average exercise price was US$138.76.

History of Share Capital

The table below sets forth the history of the
share capital of Vivendi Universal, S.A., formerly known as
Sofiée S.A. Sofiée was a shell company incorporated in
1987, and on December 8, 2000 it was the recipient of all
the assets in connection with the Merger Transactions described
under Item 4  Information on the
Company  History and Development of the Company.

|         |  |                                                                                |  |               |               |            |  |                  |       |               |  |           |                  |   |  |  |                  |  |  |  |               | 
|-------- |  | ------------------------------------------------------------------------------ |  | ------------- | ------------- | ---------- |  | ---------------- | ----- | ------------- |  | --------- | ---------------- | - |  |  | ---------------- |  |  |  | ------------- | 
|         |  |                                                                                |  |               |               | Nominal    |  | Nominal Value    |       | Total         |  | Total    
|Meeting  |  |                                                                                |  | Number of     |               | Value of   |  | of the           |       | Amount of     |  | Number of
|Date     |  | Transaction                                                                    |  | Shares Issued |               | the Shares |  | Capital Increase |       | Capital Stock |  | Shares   
|         |  |                                                                                |  |               |               |            |  |                  |       |               |  |          
|12/17/87 |  | Formation                                                                      |  |               | 2,500         |            |  |                  | FF100 |               |  |           | FF250,000.00     |   |  |  | 250,000          |  |  |  | 2,500         | 
|5/14/98  |  | Capital increase                                                               |  |               | 16,784,000    |            |  |                  | 100   |               |  |           | 1,678,400,000.00 |   |  |  | 1,678,650.000    |  |  |  | 16,786,500    | 
|6/15/00  |  | Conversion of the capital to euros                                             |  |               | 0             |            |  |                  |  16  |               |  |           | 0.00            |   |  |  | 268,584,000      |  |  |  | 16,786,500    | 
|6/15/00  |  | Capital increase                                                               |  |               | 0             |            |  |                  | 16.5  |               |  |           | 0.00             |   |  |  | 276,977,250      |  |  |  | 16,786,500    | 
|6/15/00  |  | Three-for-one stock split                                                      |  |               | 0             |            |  |                  | 5.5   |               |  |           | 0.00             |   |  |  | 276,977,250      |  |  |  | 50,359,500    | 
|12/08/00 |  | Merger Transactions                                                            |  |               | 1,029,666,247 |            |  |                  | 5.5   |               |  |           | 5,663,164,358.50 |   |  |  | 5,940,141,609    |  |  |  | 1,080,025,747 | 
|12/31/00 |  | Bonds redemption, warrants conversion, exercise
    of subscription option     |  |               | 782,696       |            |  |                  | 5.5   |               |  |           | 4,304,828.00     |   |  |  | 5,944,446,437    |  |  |  | 1,080,808,443 | 
|1/18/01  |  | Capital increase Group savings Plan 3rd block 2000                             |  |               | 343,127       |            |  |                  | 5.5   |               |  |           | 1,887,198.50     |   |  |  | 5,946,333,635    |  |  |  | 1,081,151,570 | 
|4/24/01  |  | Bonds redemption, warrants conversion, exercise
    of subscription option     |  |               | 25,026,898    |            |  |                  | 5.5   |               |  |           | 137,647,939.00   |   |  |  | 6,083,981,574.00 |  |  |  | 1,106,178,468 | 
|4/26/01  |  | Capital increase Group Savings Plan 1st block 2001                             |  |               | 350,392       |            |  |                  | 5.5   |               |  |           | 1,927,156.00     |   |  |  | 6,085,908,730.00 |  |  |  | 1,106,528,860 | 
|06/28/01 |  | Bonds redemption, warrants conversion, exercise
    of subscription option     |  |               | 11,448,920    |            |  |                  | 5.5   |               |  |           | 62,969,060       |   |  |  | 6,148,877,790    |  |  |  | 1,117,977,780 | 
|06/28/01 |  | Cancellation  consolidation of bare
    legal and beneficial ownership rights |  |               | (10,301,924   | )          |  |                  | 5.5   |               |  |           | (56,660,582      | ) |  |  | 6,092,217,208    |  |  |  | 1,107,675,856 | 
|06/28/01 |  | Cancellation Treasury Shares                                                   |  |               | (22,000,000   | )          |  |                  | 5.5   |               |  |           | (121,000,000     | ) |  |  | 5,971,217,208    |  |  |  | 1,085,675,856 | 
|07/25/01 |  | Capital increase Group Savings Plan 2nd block 2001                             |  |               | 917,745       |            |  |                  | 5.5   |               |  |           | 5,047,597,50     |   |  |  | 5,976,264,805    |  |  |  | 1,086,593,601 | 

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|         |  |                                                                                |  |               |            |            |  |                  |     |               |  |           |                |   |  |  |                  |  |  |  |               | 
|-------- |  | ------------------------------------------------------------------------------ |  | ------------- | ---------- | ---------- |  | ---------------- | --- | ------------- |  | --------- | -------------- | - |  |  | ---------------- |  |  |  | ------------- | 
|         |  |                                                                                |  |               |            | Nominal    |  | Nominal Value    |     | Total         |  | Total    
|Meeting  |  |                                                                                |  | Number of     |            | Value of   |  | of the           |     | Amount of     |  | Number of
|Date     |  | Transaction                                                                    |  | Shares Issued |            | the Shares |  | Capital Increase |     | Capital Stock |  | Shares   
|         |  |                                                                                |  |               |            |            |  |                  |     |               |  |          
|09/25/01 |  | Bonds redemption, exercise of subscription option                              |  |               | 3,221,230  |            |  |                  | 5.5 |               |  |           | 17,716,765     |   |  |  | 5,993,981,570    |  |  |  | 1,089,814,831 | 
|09/25/01 |  | Cancellation  consolidation of bare
    legal and beneficial ownership rights |  |               | (3,153,175 | )          |  |                  | 5.5 |               |  |           | (17,342,462.50 | ) |  |  | 5,976,639,108    |  |  |  | 1,086,661,656 | 
|11/14/01 |  | Bonds redemption, exercise of subscription option                              |  |               | 3,304,178  |            |  |                  | 5.5 |               |  |           | 18,172,979     |   |  |  | 5,994,812,087    |  |  |  | 1,089,965,834 | 
|11/14/01 |  | Cancellation  consolidation of bare
    legal and beneficial ownership rights |  |               | (3,183,881 | )          |  |                  | 5.5 |               |  |           | (17,511,345.50 | ) |  |  | 5,977,300,741.50 |  |  |  | 1,086,781,953 | 
|11/14/01 |  | Cancellation Treasury Shares                                                   |  |               | (1,484,560 | )          |  |                  | 5.5 |               |  |           | (8,165,080     | ) |  |  | 5,969,135,661.50 |  |  |  | 1,085,297,393 | 
|12/31/01 |  | Bonds redemption, exercise of subscription option                              |  |               | 530,126    |            |  |                  | 5.5 |               |  |           | 2,915,693      |   |  |  | 5,972,051,354.50 |  |  |  | 1,085,827,519 | 
|01/17/02 |  | Capital increase Group Savings Plan 3rd block 2001                             |  |               | 1,337,609  |            |  |                  | 5.5 |               |  |           | 7,356,849.50   |   |  |  | 5,979,408,204    |  |  |  | 1,087,165,128 | 
|01/24/02 |  | Bonds redemption, exercise of subscription option                              |  |               | 737,593    |            |  |                  | 5.5 |               |  |           | 4,056,761.50   |   |  |  | 5,983,464,965.50 |  |  |  | 1,087,902,721 | 
|01/24/02 |  | Cancellation  consolidation of bare
    legal and beneficial ownership rights |  |               | (203,560   | )          |  |                  | 5.5 |               |  |           | (1,119,580     | ) |  |  | 5,982,345,385.50 |  |  |  | 1,087,699,161 | 
|04/24/02 |  | Bonds redemption, exercise of subscription option                              |  |               | 961,530    |            |  |                  | 5.5 |               |  |           | 5,288,415      |   |  |  | 5,987,633,800.50 |  |  |  | 1,088,660,691 | 
|04/24/02 |  | Cancellation  consolidation of bare
    legal and beneficial ownership rights |  |               | (351,988   | )          |  |                  | 5.5 |               |  |           | (1,935,934     | ) |  |  | 5,985,697,866.50 |  |  |  | 1,088,308,703 | 

Organizational Document of Vivendi
Universal

Objects and Purposes

Under Article 2 of our statuts, the
corporate purpose of the Company is to engage in all media and
communications activities and all activities related to the
environment, to manage, acquire and sell securities of other
companies and to engage in any transactions related to the
foregoing purposes.

Directors

Under the French commercial code, each director
must be a shareholder of the Company. Our statutsprovide
that a director must own at least 750 shares of the Company for
as long as he or she serves as a director.

The French commercial code provides that each
director is eligible for reappointment upon the expiration of
his or her term of office. Our statutsfix the term of
reappointment at four years, provided that no more than
one-fifth of the directors may be 70 or older. No individual
director may be over 75.

Under the French commercial code, any transaction
directly or indirectly between a company and a member of its
board of directors and/or its managing directors or one of its
shareholders holding more than 5% of voting securities, if any,
that cannot be reasonably considered to be in the ordinary
course of business of the company and/or is not at
arms-length, is subject to the board of directors
prior consent. Any such transaction concluded without the prior
consent of the board of directors can be voided if it is harmful
to the company. The interested member of the board of directors
or managing director can be held liable on this basis. The
statutory auditor must be informed of the transaction within one
month following its conclusion and must prepare a special report
to be submitted to the shareholders for approval at their next
meeting. In the event the transaction is not ratified by the
shareholders at a shareholders meeting, it will remain
enforceable by third parties against the company, but the
company may in turn hold the interested member of the board of
directors and, in some circumstances, the other members of the
board of directors, liable for any damages it may suffer as a
result. In addition, the transaction may be canceled if it is
fraudulent. Moreover, certain transactions between a corporation
and a member of its board of directors who is a natural person
and/or its managing directors, if any, are prohibited under the
French commercial code.

Our directors are not authorized, in the absence
of an independent quorum, to vote compensation to themselves or
other directors.

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Ordinary and Extraordinary
Meetings

General

In accordance with the French commercial code,
there are two types of shareholders general meetings:
ordinary and extraordinary.

Ordinary general meetings of shareholders are
required for matters that are not specifically reserved by law
to extraordinary general meetings, such as:



| |   |                                                                           
| | - | --------------------------------------------------------------------------
| |  | approving annual financial statements (individual
    and consolidated);  
|
| |  | electing, replacing and removing members of the
    board of directors;   
|
| |  | appointing independent auditors;                                          
|
| |  | declaring dividends or authorizing dividends to
    be paid in shares; and
|
| |  | issuing debt securities.                                                  

Extraordinary general meetings of shareholders
are required for approval of matters such as amendments to our
statuts, including any amendment required in connection
with extraordinary corporate actions.

Extraordinary corporate actions also include:



| |   |                                                                                                   
| | - | --------------------------------------------------------------------------------------------------
| |  | changing our name or corporate purpose;                                                           
|
| |  | increasing or decreasing our share capital;                                                       
|
| |  | creating a new class of equity securities;                                                        
|
| |  | authorizing the issuance of investment
    certificates or convertible or exchangeable securities;
|
| |  | establishing any other rights to equity
    securities;                                           
|
| |  | selling or transferring substantially all of our
    assets; and                                  
|
| |  | our voluntary liquidation.                                                                        

Shareholders
Meetings

The French commercial code requires our board of
directors to convene an annual ordinary general meeting of
shareholders for approval of the annual accounts. This meeting
must be held within six months of the end of each fiscal year.
This period may be extended by an order of the President of the
Tribunal de Commerce. The board of directors may also convene an
ordinary or extraordinary meeting of shareholders upon proper
notice at any time during the year. If the board of directors
fails to convene a shareholders meeting, our independent
auditors or a court-appointed agent may call the meeting. Any of
the following may request the court to appoint an agent:



| |   |                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | one or several shareholders holding at least 5%
    of our share capital;                                                                                                                                   
|
| |  | the Employee Committee in cases of urgency;                                                                                                                                                                 
|
| |  | any interested party in cases of urgency;                                                                                                                                                                   
|
| |  | duly qualified associations of shareholders who
    have held their shares in registered form for at least two years
    and who together hold at least 2% of the voting rights of
    Vivendi Universal; or
|
| |  | in a bankruptcy, our liquidator or
    court-appointed agent may also call a shareholders meeting
    in some instances.                                                                                   

Shareholders holding more than 50% of our share
capital or voting rights may also convene a shareholders
meeting after a public offer or a sale of a controlling stake of
Vivendi Universals capital.

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Notice
of Shareholders Meetings

We must announce general meetings at least
30 days in advance by means of a preliminary notice
published in the Bulletin des Annonces Légales
Obligatoires(the BALO). The preliminary notice must first
be sent to the COB. The COB also recommends that the preliminary
notice be published in a financial newspaper of national
circulation in France. The preliminary notice must disclose,
among other things, the time, date, and place of the meeting,
whether the meeting will be ordinary or extraordinary, the
agenda, a draft of the resolutions to be submitted to the
shareholders, a description of the procedures which holders of
bearer shares must follow to attend the meeting, the procedure
for voting by mail, and a statement informing the shareholders
that they may propose additional resolutions to the board of
directors within ten days of the publication of the notice.

We must send a final notice containing the agenda
and other information about the meeting at least 15 days
prior to the meeting or at least six days prior to the
resumption of any meeting adjourned for lack of a quorum. The
final notice must be sent by mail to all registered shareholders
who have held shares for more than one month prior to the date
of the preliminary notice. The final notice must also be
published in the BALO and in a newspaper authorized to publish
legal announcements in the local administrative department in
which we are registered, with prior notice having been given to
the COB.

In general, shareholders can take action at
shareholders meetings only on matters listed in the agenda
for the meeting. One exception to this rule is that shareholders
may take action with respect to the dismissal of members of the
board of directors and various other matters regardless of
whether these actions are on the agenda. Additional resolutions
to be submitted for approval by the shareholders at the meeting
may be proposed to the board of directors (within ten days of
the publication of the preliminary notice in the BALO) by:



| |   |                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | one or several shareholders holding a specified
    percentage of shares (as of today 0.5%), or                                                                                                                                          
|
| |  | duly qualified associations of shareholders who
    have held their shares in registered form for at least two years
    and who together hold at least a specified percentage of Vivendi
    Universals voting rights (as of today 1%).

The board of directors must submit properly
proposed resolutions to a vote of the shareholders.

Before a meeting of shareholders, any shareholder
may submit written questions to the board of directors relating
to the agenda for the meeting. The management board must respond
to these questions during the meeting.

Attendance
and Voting at Shareholders Meetings

Each share confers on the shareholder the right
to cast one vote, subject to certain limited exceptions under
our statuts. Shareholders may attend ordinary meetings
and extraordinary meetings and exercise their voting rights
subject to the conditions specified in the French commercial
code and our statuts. There is no requirement that
shareholders have a minimum number of shares in order to attend
or to be represented at an ordinary or extraordinary general
meeting.

To participate in any general meeting, a holder
of shares held in registered form must have shares registered in
his or her name in a shareholder account maintained by Vivendi
Universal or on its behalf by an agent appointed by Vivendi
Universal at the latest at 3:00 pm (Paris time) on the day
preceding the meeting. A holder of bearer shares must obtain a
certificate from the accredited intermediary with whom the
holder has deposited his or her shares. This certificate must
indicate the number of bearer shares the holder owns and must
state that these shares are not transferable until the time
fixed for the meeting. The holder must deposit this certificate
at the place specified in the notice of the meeting at the
latest at 3:00 pm (Paris time) on the day preceding the
meeting.

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Proxies
and Votes by Mail

In general, all shareholders who have properly
registered their shares or duly presented a certificate from
their accredited financial intermediary may participate in
general meetings. Shareholders may participate in general
meetings either in person or by proxy. Shareholders may vote in
person, by proxy or by mail. Upon decision of the Board of
Directors specified in the notice of meeting, shareholders may
also vote by internet.

Proxies will be sent to any shareholder on
request. To be counted, those proxies must be received at
Vivendi Universals registered office, or at any other
address indicated on the notice convening the meeting, prior to
the date of the meeting. A shareholder may grant proxies to his
or her spouse or to another shareholder. A shareholder that is a
corporation may grant proxies to a legal representative.
Alternatively, the shareholder may send a blank proxy without
nominating any representative. In this case, the chairman of the
meeting will vote those blank proxies in favour of all
resolutions proposed by the board of directors and against all
others.

With respect to votes by mail, we are required to
send shareholders a voting form. The completed form must be
returned to Vivendi Universal at least three days prior to the
date of the shareholders meeting.

Quorum

The French commercial code requires that 25% of
the shares entitled to voting rights must be represented by
shareholders present in person or voting by mail or by proxy to
fulfill the quorum requirement for:



| |   |                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an ordinary general meeting; or                                                                                                                                         
|
| |  | an extraordinary general meeting where an
    increase in Vivendi Universals share capital is proposed
    through incorporation of reserves, profits or share premium.

The quorum requirement is one-third of the shares
entitled to voting rights, on the same basis, for any other
extraordinary general meeting.

If a quorum is not present at a meeting, the
meeting is adjourned. When an adjourned meeting is resumed,
there is no quorum requirement for an ordinary meeting or for an
extraordinary general meeting where an increase in Vivendi
Universals share capital is proposed through incorporation
of reserves, profits or share premium. However, only questions
that are on the agenda of the adjourned meeting may be discussed
and voted upon. In the case of any other reconvened
extraordinary general meeting, shareholders representing at
least 25% of outstanding voting rights must be present in person
or be voting by mail or proxy for a quorum. If a quorum is not
present, the reconvened meeting may be adjourned for a maximum
of two months. Any deliberation by the shareholders that takes
place without a quorum is void.

Majority

A simple majority of shareholders may pass any
resolution on matters required to be considered at an ordinary
general meeting, or concerning a capital increase by
incorporation of reserves, profits or share premium at an
extraordinary general meeting. At any other extraordinary
general meeting, a two-thirds majority of the shareholder votes
cast is required.

A unanimous shareholder vote is required to
increase liabilities of shareholders.

Abstention from voting by those present or those
represented by proxy or voting mail is counted as a vote against
the resolution submitted to the shareholder vote.

In general, a shareholder is entitled to one vote
per share at any general meeting. Under the French commercial
code, shares of a company held by entities controlled directly
or indirectly by that company are not entitled to voting rights
and are not considered for quorum purposes.

102



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Limitations On Right To Own
Securities

Our statutscontain no provisions that
limit the right of shareholders to own Vivendi Universals
securities or hold or exercise voting rights associated with
those securities, except as described under
 Anti-Takeover Provisions.

Anti-Takeover Provisions

Our statutsprovide that any person or
group that fails to notify the company within 15 days of
acquiring or disposing of 0.5% or any multiple of 0.5% of our
ordinary shares may be deprived of voting rights for shares in
excess of the unreported fraction. Vivendi Universals
statutsalso adjust the voting rights of shareholders who
own (within the meaning of the statutsand
Article L 233-9 of the French commercial code to which
those statutsrefer) in excess of 2% of the total voting
power of Vivendi Universal through the application of a formula
designed to limit the voting power of these shareholders to that
which they would possess if 100% of the shareholders were
present at the meeting at which the vote in question takes
place. This last provision is not applicable to any
shareholders meeting where a quorum of 60% or more is
present.

Anti-Takeover Effects Of Applicable Law
Regulations

In addition, the French commercial code provides
that any individual or entity, acting alone or in concert with
others, that becomes the owner, directly or indirectly, of more
than 5%, 10%, 20%, one-third, 50% or two-thirds of the
outstanding shares or voting rights of a listed company in
France, such as Vivendi Universal, or that increases or
decreases its shareholding or voting rights above or below any
of those percentages, must notify Vivendi Universal within 15
calendar days of the date it crosses such thresholds of the
number of shares it holds and their voting rights. The
individual or entity must also notify the Conseil des Marches
Financiers (CMF) within five trading days of the date it crosses
these thresholds.

The French New Economic Regulation Act has also
imposed the notification to the CMF of any agreement which
provides preferential conditions of acquisition or disposal of
shares representing 0.5% or more of the share capital or voting
securities, failing which such provision will be unenforceable
during the course of a tender offer.

French law and COB regulations impose additional
reporting requirements on persons who acquire more than 10% or
20% of the outstanding shares or voting rights of a listed
company. These persons must file a report with the company, the
COB and the CMF within fifteen days of the date they cross the
threshold. In the report, the acquirer must specify its
intentions for the following 12-month period, including whether
or not it intends to continue its purchases, to acquire control
of the company in question or to nominate candidates for the
board of directors. The CMF makes the notice public. The
acquirer must also publish a press release stating its
intentions in a financial newspaper of national circulation in
France. The acquirer may amend its stated intentions, provided
that it does so on the basis of significant changes in its own
situation or that of its shareholders. Upon any change of
intention, it must file a new report.

Under CMF regulations, and subject to limited
exemptions granted by the CMF, any person or persons acting in
concert that own in excess of one-third of the share capital or
voting rights of a French listed company must initiate a public
tender offer for the balance of the share capital of such
company.

To permit holders to give the required notice,
Vivendi Universal is required to publish in the BALO no later
than 15 calendar days after the annual ordinary general meeting
of shareholders information with respect to the total number of
voting rights outstanding as of the date of such meeting. In
addition, if the number of outstanding voting rights changes by
5% or more between two annual ordinary general meetings, Vivendi
Universal is required to publish in the BALO, within 15 calendar
days of such change, the number of voting rights outstanding and
provide the CMF with written notice of such information. The CMF
publishes the total number of voting rights so notified by all
listed companies in a weekly notice (avis), noting the date each
such number was last updated.

If any shareholder fails to comply with the
notification requirement described above, the shares or voting
rights in excess of the relevant threshold will be deprived of
voting rights for all shareholders meetings until

103



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##### 



the end of a two-year period following the date
on which their owner complies with the notification
requirements. In addition, any shareholder who fails to comply
with these requirements may have all or part of its voting
rights suspended for up to five years by the Commercial Court at
the request of the chairman, any shareholder or the COB, and may
be subject to a fine.


Vivendi Universal Ordinary Shares

Dividends

Dividends on our ordinary shares are distributed
to shareholders pro rata. Outstanding dividends are payable to
shareholders on the date of the shareholders meeting at
which the distribution of dividends is approved, subject to any
conditions imposed by the shareholders at the meeting. The
dividend payment date is decided by the shareholders at an
ordinary general meeting (or by the board of directors in the
absence of such a decision by the shareholders). Under the
French commercial code, we must pay any dividends within nine
months of the end of our fiscal year unless otherwise authorized
by court order. Subject to certain conditions, the board of
directors can decide the distribution of interim dividends
during the course of the fiscal year, but in any case before the
approval of the annual accounts by the annual ordinary general
meeting of shareholders. Dividends on shares that are not
claimed within five years of the date of declared payment revert
to the French government.

Voting Rights

In general, each Vivendi Universal ordinary share
carries the right to cast one vote in shareholder elections.
However, our statutsadjust the voting rights of
shareholders who own in excess of 2% of the total voting power
of Vivendi Universal through the application of a formula
designed to limit the voting power of those shareholders to that
which they would possess if 100% of the shareholders were
present at the meeting at which the vote in question takes
place. See Item 10  Additional
Information  Organizational Document of Vivendi
Universal  Anti-Takeover Provisions. This
provision is not applicable to any shareholders meeting
where a quorum of 60% or more is present.

Liquidation Rights

If Vivendi Universal is liquidated, any assets
remaining after payment of its debts, liquidation expenses and
all of its remaining obligations will be distributed first to
repay in full the nominal value of its shares. Any surplus will
be distributed pro rata among shareholders in proportion to the
nominal value of their shareholdings.

Pre-emptive Rights

Under the French commercial code, if we issue
additional shares, or any equity securities or other specific
kinds of additional securities carrying a right, directly or
indirectly, to purchase equity securities issued by us for cash,
current shareholders will have pre-emptive rights on these
securities on a pro rata basis. These pre-emptive rights will
require Vivendi Universal to give priority treatment to those
shareholders over other persons wishing to subscribe for the
securities. The rights entitle the individual or entity that
holds them to subscribe to an issue of any securities that may
increase our share capital by means of a cash payment or a
set-off of cash debts. Pre-emptive rights are transferable
during the subscription period relating to a particular
offering. These rights may also be listed on the Paris Bourse.

A two-thirds majority of our ordinary shares
entitled to vote at an extraordinary general meeting may vote to
waive pre-emptive rights with respect to any particular
offering. French law requires a companys board of
directors and independent auditors to present reports that
specifically address any proposal to waive pre-emptive rights.
In the event of a waiver, the issue of securities must be
completed within the period prescribed by law. The shareholders
may also decide at an extraordinary general meeting to give the
existing shareholders a non-transferable priority right to
subscribe for the new securities during a limited period of
time. Shareholders may also waive their own pre-emptive rights
with respect to any particular offering.

104



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Amendments To Rights Of
Holders

The rights of holders of our ordinary shares can
be amended only by action of an extraordinary general meeting.
Pursuant to French law, in some cases where an amendment would
increase shareholders obligations, a special majority is
required for approval. Depending on the particular proposed
amendment, the special majority may be two-thirds,
three-quarters or unanimity of the voting shares. Consistent
with French law, the Vivendi Universal statuts require a
quorum of one-third of the voting shares for an extraordinary
general meeting.

Material Contracts

In view of the size and scope of the operations
of our Company, we believe that the only contracts to which we
or any of our subsidiaries are a party that could be considered
material to our Company as a whole are: (i) the transaction
agreements, dated December 16, 2001, by and among Vivendi
Universal, Universal Studios, Liberty, USA and Mr. Barry
Diller, whereby the entertainment assets of Universal Studios
and USA were transferred to VUE at the closing on May 7,
2002, described under Item 4  Information
on the Company  Recent Developments and
Item 5  Operating and Financial Review and
Prospects  Recent Developments; and
(ii) the governance agreement with the Bronfman
shareholders (the principal terms of which are set forth under
Item 6  Directors, Senior Management and
Employees  Share Ownership  The Governance
Agreement).

Exchange Controls

The French commercial code currently does not
limit the right of nonresidents of France or non-French persons
to own and vote shares. However, nonresidents of France must
file an administrative notice with French authorities in
connection with the acquisition of a controlling interest in our
company. Under existing administrative rulings, ownership of 20%
or more of our share capital or voting rights is regarded as a
controlling interest, but a lower percentage might be held to be
a controlling interest in some circumstances depending upon
factors such as:



| |   |                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------
| |  | the acquiring partys intentions; and                                                                     
|
| |  | the acquiring partys ability to elect
    directors, and financial reliance by us on the acquiring party.

French exchange control regulations currently do
not limit the amount of payments that we may remit to
nonresidents of France. Laws and regulations concerning foreign
exchange controls do require, however, that all payments or
transfers of funds made by a French resident to a nonresident be
handled by an accredited intermediary. In France, all registered
banks and most credit establishments are accredited
intermediaries.

Taxation

On August 31, 1994, the United States and
France entered into the Convention Between the United States of
America and France for the Avoidance of Double Taxation and the
Prevention of Fiscal Evasion with Respect to Taxes on Income and
Capital (the Treaty). The following is a general summary of the
principal tax effects that may apply to you as a holder of our
ordinary shares or ADSs for purposes of US federal income tax
and French tax, if all of the following apply to you:



| |   |                                                                         
| | - | ------------------------------------------------------------------------
| |  | you own, directly or indirectly, less than 10% of
    our share capital;
|
| |  | you are:                                                                



| |   |                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an individual who is a citizen or resident of the
    United States for United States federal income tax purposes;                                                         
|
| |  | a corporation or other entity taxable as a
    corporation that is created or organized in or under the laws of
    the United States or any political subdivision thereof;
|
| |  | an estate, the income of which is subject to US
    federal income taxation regardless of its source; or                                                                   

105



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| |   |                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a trust, if a court within the United States is
    able to exercise primary supervision over its administration and
    one or more US persons have the authority to control all of the
    substantial decisions of the trust;



| |   |                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------
| |  | you are entitled to the benefits of the Treaty
    under the Limitations of Benefits article of the
    Treaty;
|
| |  | you hold your ordinary shares or ADSs of our
    company as capital assets; and                                  
|
| |  | your functional currency is the US dollar.                                                                       

This summary is based in part upon the
representations of the depositary, and the assumption that each
obligation in the deposit agreement and any related agreement
will be performed in accordance with its terms. In general, and
taking into account these assumptions, holders of ADSs will be
treated as the owners of the ordinary shares represented by such
ADSs, and exchanges of ordinary shares for ADSs, and ADSs for
ordinary shares, will not be subject to United States federal
income or French tax.

You are strongly urged to consult your own tax
advisor regarding the consequences to you of acquiring, owning
or disposing of Vivendi Universal ordinary shares or ADSs,
rather than relying on this summary.The summary may not apply to you or may not completely or
accurately describe tax consequences to you. For example,
special rules may apply to US expatriates, insurance companies,
tax-exempt organizations, financial institutions, persons
subject to the alternative minimum tax, securities
broker-dealers, traders in securities that elect to
mark-to-market and persons holding their ordinary shares or ADSs
as parties to a straddle or conversion transaction, among
others. Those special rules are not discussed in this annual
report. The summary is based on the laws, conventions and
treaties in force as of the date of this annual report, all of
which are subject to changes, possibly with retroactive effect.
Also, this summary does not discuss any tax rules other than US
federal income tax and French tax rules. Further, the US and
French tax authorities and courts are not bound by this summary
and may disagree with its conclusions.

Taxation of Dividends



| |                                
| | -------------------------------
| | Withholding Tax andAvoir Fiscal

We will withhold tax from your dividend at the
reduced rate of 15%, provided that you have complied with the
following procedures:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | You must complete French Treasury
    Form RF1 A EU-No. 5052, Application
    for Refund, and send it to the French tax authorities
    before the date of payment of the dividend. If you are not an
    individual, you must also send the French tax authorities an
    affidavit attesting that you are the beneficial owner of all the
    rights attached to the full ownership of the ordinary shares or
    ADSs, including, among other things, the dividend rights, at the
    Centre des Impôts des Non Résidents, 9 rue
    dUzès, 75094 Paris Cedex 2, France.
|
| |  | If you cannot complete
    Form RF1 A EU-No. 5052 before the date of
    payment of the dividend, you may complete a simplified
    certificate and send it to the French tax authorities. This
    certificate must state that:                                                                                                                                                                                                                                                                                                                                              



| |   |                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you are a resident of the United States for
    purposes of the Treaty;                                                                          
|
| |  | your ownership of our ordinary shares or ADSs is
    not effectively connected with a permanent establishment or a
    fixed base in France;     
|
| |  | you own all the rights attached to the full
    ownership of the ordinary shares or ADSs, including, among other
    things, the dividend rights;
|
| |  | you meet all the requirements of the Treaty for
    the reduced rate of withholding tax; and                                                     
|
| |  | you claim the reduced rate of withholding tax.                                                                                                   

If you have not completed
Form RF1 A EU-No. 5052 or the simplified
certificate before the dividend payment date, we will deduct
French withholding tax at the rate of 25%. In that case, you may
claim a refund

106



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##### 



of the excess withholding tax by completing and
providing the French tax authorities with
Form RF1 A EU-No. 5052 before
December 31 of the calendar year following the year during
which the dividend is paid.


The Application for Refund, together with
instructions, can be obtained from the US Internal Revenue
Service or from the Centre des Impôts des Non
Résidentsupon request. After completing it, you send
it to the Centre des Impôts des Non Résidents.

Under the Treaty, you may be entitled, in certain
circumstances, to a French tax credit (called the avoir
fiscal). Effective January 1, 2002, under French tax
law, a resident of France is entitled to an avoir fiscal
in respect of a dividend received from a French corporation.
Under regulation n°4 J-2-01 of the French Revenue
Code, the avoir fiscal is limited to dividends approved
at the annual general meeting of shareholders. The avoir
fiscal is equal to 50% of the amount of the dividend for
individuals, 50% for companies owning more than 5% of the
Companys capital and 15% for other shareholders. You may
be entitled to a payment equal to the avoir fiscal, less
a 15% withholding tax, if any one of the following applies to
you:



| |   |                                                                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you are an individual or other non-corporate
    holder that is a resident of the United States for purposes of
    the Treaty;                                                                                                                                                                                                                                     
|
| |  | you are a US corporation, other than a regulated
    investment company that owns less than 10% of our share capital;                                                                                                                                                                                                                                               
|
| |  | you are a US corporation that is a regulated
    investment company and that owns, directly or indirectly, less
    than 10% of the share capital of our company, provided that less
    than 20% of your ordinary shares or ADSs are beneficially owned
    by persons who are neither citizens nor residents of the United
    States; or                         
|
| |  | you are a partnership or trust that is a resident
    of the United States for purposes of the Treaty, but only to the
    extent that your partners, beneficiaries or grantors would
    qualify as eligible under the first or second points on this
    list and are subject to US income tax with respect to such
    dividends and payment of the avoir fiscal.

If you are eligible, you may claim the avoir
fiscalby completing Form RF1 A EU-No. 5052 and
sending it to the French tax authorities at the Centre des
Impôts des Non Résidentsbefore December 31
of the year following the year in which the dividend is paid. As
noted below, you will not receive this payment until after
January 15 of the calendar year following the year in which
the dividend was paid. To receive the payment, you must submit a
claim to the French tax authorities and attest that you are
subject to US federal income taxes on the payment of the avoir
fiscal and the related dividend. For partnerships or trusts, the
partners, beneficiaries or grantors, as applicable, must make
this attestation.

Specific rules apply to the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | tax-exempt US pension funds, which include the
    exempt pension funds established and managed in order to pay
    retirement benefits subject to the provisions of
    Section 401(a) of the Internal Revenue Code (qualified
    retirement plans), Section 403 of the Internal Revenue Code
    (tax deferred annuity contracts) or Section 457 of the
    Internal Revenue Code (deferred compensation plans); and
|
| |  | various other tax-exempt entities, including
    certain state-owned institutions, not-for-profit organizations
    and individuals (with respect to dividends they beneficially own
    and that are derived from an individual retirement account).                                                                                                                                                                  

Entities in these two categories are eligible for
a reduced withholding tax rate of 15% on dividends, subject to
the same withholding tax filing requirements as eligible US
holders, except that they may have to supply additional
documentation evidencing their entitlement to these benefits.
These entities are not entitled to the full avoir fiscal.
They may claim a partial avoir fiscalequal to 30/85 of
the gross avoir fiscal, provided that they own, directly
or indirectly, less than 10% of our capital and that they
satisfy the filing formalities specified in Internal Revenue
Service regulations.

107



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##### 



The avoir fiscalor partial avoir
fiscaland any French withholding tax refund are generally
expected to be paid within 12 months after the holder of
ordinary shares or ADSs files Form RF1 A EU-No. 5052.
However, they will not be paid before January 15 following
the end of the calendar year in which the dividend is paid.

For US federal income tax purposes, the gross
amount of a dividend and any avoir fiscal, including any
French withholding tax, will be included in your gross income as
dividend income when payment is actually or constructively
received by the shareholder in the case of ordinary shares or
the depositary in the case of ADSs, to the extent they are paid
out of our current or accumulated earnings and profits as
calculated for US federal income tax purposes. Dividends paid by
our company will not give rise to any US dividends received
deduction. Dividends will generally constitute foreign source
passive income for foreign tax credit purposes. For
recipients predominantly engaged in the active conduct of a
banking, insurance, financing or similar business, dividends
paid by our company will generally constitute foreign source
financial services income for foreign tax credit
purposes.

Also for US federal income tax purposes, the
amount of any dividend paid in euros or French francs, including
any French withholding taxes, will be equal to the US dollar
value of the euros or French francs on the date the dividend is
included in income, regardless of whether the payment is in fact
converted into US dollars. You will generally be required to
recognize US source ordinary income or loss when you sell or
dispose of euros or French francs. You may also be required to
recognize foreign currency gain or loss if you receive a refund
under the Treaty of tax withheld in excess of the Treaty rate.
This foreign currency gain or loss will generally be US source
ordinary income or loss.

To the extent that any dividends paid exceed our
current and accumulated earnings and profits as calculated for
US federal income tax purposes, the distribution will be treated
as follows:



| |   |                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | first, as a tax-free return of capital, which
    will cause a reduction in the adjusted tax basis of your
    ordinary shares or ADSs in our company. This adjustment will
    increase the amount of gain, or decrease the amount of loss,
    that you will recognize if you later dispose of those ordinary
    shares or ADSs; and
|
| |  | second, the balance of the dividend in excess of
    the adjusted tax basis in your ordinary shares or ADSs will be
    taxed as capital gain recognized on a sale or exchange.                                                                                                                                                        

French withholding tax imposed on the dividends
you receive and on any avoir fiscalat 15% under the
Treaty is treated as payment of a foreign income tax. You may
take this amount as a credit against your US federal income tax
liability, subject to specific conditions and limitations.

The Précompte

A French company must pay an equalization tax
(called the précompte) to the French tax authorities
if it distributes dividends out of:



| |   |                                                                                          
| | - | -----------------------------------------------------------------------------------------
| |  | profits that have not been taxed at the ordinary
    corporate income tax rate, or       
|
| |  | profits that have been earned and taxed more than
    five years before the distribution.

The amount of the précompteis 50% of
the net dividends before withholding tax.

If you are not entitled to the full avoir
fiscal, you may generally obtain a refund from the French
tax authorities of any précompte paid by us with
respect to dividends distributed to you. Under the Treaty, the
amount of the précompterefunded to US residents is
reduced by the 15% withholding tax applied to dividends and by
the partial avoir fiscal, if any. You are entitled to a
refund of any précomptethat we actually pay in
cash, but not to any précomptethat we pay by
offsetting French and/or foreign tax credits. To apply for a
refund of the précompte, you should file French
Treasury Form RF1 B EU-No. 5053 before the end of the
year following the year in which the dividend was paid. The form
and its instructions are available from the Internal Revenue
Service in the United States or from the Centre des
Impôts des Non Résidents.

For US federal income tax purposes, the amount of
the précomptewill be included in your gross income
as dividend income in the year you receive it. It will generally
constitute foreign source passive income for foreign
tax credit purposes. For recipients predominantly engaged in the
active conduct of a banking,

108



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##### 



insurance, financing or similar business, the
précomptewill generally constitute foreign source
financial services income for foreign tax credit
purposes. The amount of any précomptepaid in euros
or French francs, including any French withholding taxes, will
be equal to the US dollar value of the euros or French francs on
the date the précompteis included in income,
regardless of whether the payment is in fact converted into US
dollars. You will generally be required to recognize a US source
ordinary income or loss when you sell or dispose of the euros or
French francs.


Taxation of Capital Gains

If you are a resident of the United States for
purposes of the Treaty, you will not be subject to French tax on
any capital gain if you sell or exchange your ordinary shares or
ADSs, unless you have a permanent establishment or fixed base in
France and the ordinary shares or ADSs you sold or exchanged
were part of the business property of that permanent
establishment or fixed base. Special rules apply to individuals
who are residents of more than one country.

In general, for US federal income tax purposes,
you will recognize capital gain or loss if you sell or exchange
your ordinary shares or ADSs. Any gain or loss will generally be
US source gain or loss. If you are an individual, any capital
gain will generally be subject to US federal income tax at
preferential rates if you meet the specified minimum holding
periods. The deductibility of capital losses may be subject to
certain limitations.

Passive Foreign Investment Company
Rules

We believe that we will not be treated as a
passive foreign investment company, or PFIC, for US federal
income tax purposes for the current taxable year or for future
taxable years. However, an actual determination of PFIC status
is fundamentally factual in nature and cannot be made until the
close of the applicable taxable year. We will be a PFIC for any
taxable year in which either:



| |   |                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 75% or more of our gross income is passive
    income; or                                                                                                               
|
| |  | our assets that produce passive income or that
    are held for the production of passive income amount to at least
    50% of the value of our total assets on average.

For purposes of this test, we will be treated as
directly owning our proportionate share of the assets, and
directly receiving our proportionate share of the gross income,
of each corporation in which we own, directly or indirectly, at
least 25% of the value of the shares of such corporation.

If we were to become a PFIC, the tax applicable
to distributions on our ordinary shares or ADSs and any gains
you realize when you dispose of our ordinary shares or ADSs may
be less favorable to you. You should consult your own tax
advisors regarding the PFIC rules and their effect on you if you
purchase our ordinary shares or ADSs.

French Estate and Gift Taxes

Under The Convention Between the United
States of America and the French Republic for the Avoidance of
Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Estates, Inheritance and Gifts of
November 24, 1978, if you transfer your ordinary
shares or ADSs by gift or if they are transferred by reason of
your death, that transfer will be subject to French gift or
inheritance tax only if one of the following applies:



| |   |                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you are domiciled in France at the time of making
    the gift, or at the time of your death; or                                                                     
|
| |  | you used the shares in conducting a business
    through a permanent establishment or fixed base in France, or
    you held the ordinary shares or ADSs for that use.

109



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##### 



French Wealth Tax

The French wealth tax does not generally apply to
our ordinary shares or ADSs if governance agreement restricts
the transfer of Vivendi Universal shares.

United States Information Reporting and Backup
Withholding

Dividend payments on the ordinary shares or ADSs
and proceeds from the sale, exchange or other disposition of the
ordinary shares or ADSs may be subject to information reporting
to the Internal Revenue Service and possible US backup
withholding. US federal backup withholding generally is imposed,
currently at a rate of 30%, on specified payments to persons
that fail to furnish required information. Backup withholding
will not apply to a holder who furnishes a correct taxpayer
identification number or certificate of foreign status and makes
any other required certification, or who is otherwise exempt
from backup withholding. Any US persons required to establish
their exempt status generally must file Internal Revenue Service
Form W-9, entitled Request for Taxpayer Identification
Number and Certification. Finalized Treasury regulations have
generally expanded the circumstances under which information
reporting and backup withholding may apply.

Backup withholding is not an additional tax.
Amounts withheld as backup withholding may be credited against
your US federal income tax liability. You may obtain a refund of
any excess amounts withheld under the backup withholding rules
by filing the appropriate claim for refund with the Internal
Revenue Service and furnishing any required information.

Dividends

Dividends

We may only pay dividends out of our
distributable profits, plus any amounts held in our
reserve that the shareholders decide to make available for
distribution. These amounts may not include those that are
specifically required to be held in reserve by law or our
statuts. Distributable profits consist of the
unconsolidated statutory net profit we generate in each fiscal
year, as increased or reduced by any profit or loss carried
forward from prior years, less any contributions to the reserve
accounts made pursuant to law or our statuts. This
restriction on the payment of dividends also applies to each of
our French subsidiaries on an unconsolidated basis.

Legal Reserve

The French commercial code provides that
sociétés anonymessuch as our company must
allocate 5% of their unconsolidated statutory net profit each
year to their legal reserve fund before dividends may be paid
with respect to that year. Funds must be allocated until the
amount in the legal reserve is equal to 10% of the aggregate
nominal value of the issued and outstanding share capital. As of
December 31, 2001, the legal reserve amounted
82.16 millions euros. The legal reserve of any company
subject to this requirement may be distributed to shareholders
only upon liquidation of the company.

Approval of Dividends

Under the French commercial code, the board may
propose a dividend for approval by the shareholders at the
annual general meeting of shareholders. If we have earned
distributable profits since the end of the preceding fiscal
year, as reflected in an interim income statement certified by
our auditors, the board may distribute interim dividends to the
extent of the distributable profits for the period covered by
the interim income statement. The board exercises this authority
subject to French law and regulations and may do so without
obtaining shareholder approval, unless such distribution is of
shares.

Distribution of Dividends

Dividends are distributed to shareholders pro
rata. Outstanding dividends are payable to shareholders on
the date of the shareholders meeting at which the
distribution of dividends is approved. In the case of interim

110



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##### 



dividends, distributions are made to shareholders
on the date of the management board meeting at which the
distribution of interim dividends is approved. The actual
dividend payment date is decided by the shareholders in an
ordinary general meeting (or by the board of directors in the
absence of such a decision by the shareholders).


Timing of Payment

According to the French commercial code, we must
pay any dividends within nine months of the end of our fiscal
year unless otherwise authorized by court order. Dividends on
shares that are not claimed within five years of the date of
declared payment revert to the French State.

Documents on Display

Documents referred to in this document can be
inspected at our offices at 42, avenue de Friedland, Paris
Cedex 75380, France.

We are subject to the periodic reporting and
other informational requirements of the Exchange Act. Under the
Exchange Act, we are required to file reports and other
information with the SEC. Specifically, we are required to file
annually a Form 20-F no later than six months after the
close of each fiscal year. Copies of reports and other
information, when so filed, may be inspected without charge and
may be obtained at prescribed rates at the public reference
facilities maintained by the SEC at Judiciary Plaza,
450 Fifth Street, NW, Washington, D.C. 20549. The public
may obtain information regarding the Washington, D.C. Public
Reference Room by calling the Commission at 1-800-SEC-0330. The
public may also view documents we have filed with the SEC on the
internet at www.sec.gov. As a foreign private issuer, we are
exempt from the rules under the Exchange Act prescribing the
furnishing and content of quarterly reports and proxy
statements, and officers, directors and principal shareholders
are exempt from the reporting and short-swing profit recovery
provisions in Section 16 of the Exchange Act.



|         |                                                               
|-------- | --------------------------------------------------------------
|Item 11: | Quantitative and Qualitative Disclosures About
    Market Risk

As a result of our global operating and financing
activities, we are exposed to various market risks, including
fluctuations in interest rates, foreign currency exchange rates
and equity markets. This risk exposure may adversely affect our
operational and financial earnings. In seeking to minimize the
risks and costs associated with such activities, we follow a
centrally administered risk management policy approved by our
Board of Directors. As part of this policy, we use various
derivative financial instruments to manage interest rate,
foreign currency exchange rate and equity market risks and their
impact on earnings and cash flows. We generally do not use
derivative financial instruments for trading or speculative
purposes. Our subsidiary, Vivendi Environnement, independently
manages its own market risk exposures.

Exposure to Interest Rate Risk

As a result of our regular borrowing activities,
our operating results are exposed to fluctuations in interest
rates. We have short-term and long-term debt with both fixed and
variable interest rates. Short-term debt is primarily comprised
of notes payable to banks and bank lines of credit used to
finance working capital requirements. Long-term debt is
primarily comprised of publicly held unsecured notes and
debentures and certain notes payable to banks used to finance
long-term investments such as business acquisitions. At
December 31, 2001, our short-term debt was
14.0 billion
and our long-term debt was
27.8 billion,
of which 67% or
18.6 billion
beared fixed interest rates and 33% or
9.2 billion
beared variable interest rates. In 2001, our average cost of
debt was 4.02% compared to 5.15% in 2000, reflecting both lower
market rates and Vivendi Universals ability to raise low
cost financing.

Interest rate risk management instruments used to
manage net exposure to interest rate changes, to adjust the
proportion of debt that is subject to variable and fixed
interest rates and to lower overall borrowing costs include
pay-variable and pay-fixed interest rate swaps and interest rate
caps. Pay-variable swaps effectively convert fixed rate debt
obligations to LIBOR variable rate instruments and are
considered to be a hedge against the change in fair value of
fixed rate debt obligations. Pay-fixed swaps and interest rate
caps convert

111



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##### 



variable rate debt obligations to fixed rate
instruments and are considered to be a financial hedge against
changes in future cash flows required for interest payments on
variable rate debt. A hypothetical increase in average market
rates of 1% over the year 2002 would result in a decrease
(before taxes) in our annual net income of approximately
169 million,
assuming a constant financing structure.


Exposure to Foreign Currency Exchange Rate
Risk

As a result of our global operating and financing
activities, we are exposed to fluctuations in foreign exchange
rates. Our functional and reporting currency is the euro and our
major financing activities are generally conducted in the euro
and the US dollar. Debt incurred in non-euro currencies is
generally used to finance local cash-generating assets in the
same currency. At December 31, 2001, our US dollar
debt-related exposure was
4.4 billion.
We also had a British pound debt-related exposure of
4.2 billion,
primarily related to the disposal of our investment in BSkyB.
Our debt-related net exposure in other currencies was
1.0 billion.

Foreign currency risk management instruments used
to protect the value of foreign currency forecasted cash flows,
including royalties, licenses, rights purchases and service
fees, and the value of existing foreign currency assets and
liabilities, include forward contracts, option contracts and
cross-currency swaps. The gains and losses on these instruments
offset changes in the value of the related exposures. At
December 31, 2001, we had effectively hedged approximately
80% of our estimated foreign currency exposures, primarily
related to anticipated cash flows to be remitted over the
following year. The principal currencies hedged were the
US dollar, Japanese yen, British pound and Canadian dollar.
On the remaining 20% unhedged foreign currency exposures
(excluding debt-related exposures), a hypothetical adverse
fluctuation in foreign currency exchange rates of 10% would
result in a decrease (before taxes) in our annual net income of
approximately
139 million.

Exposure to Equity Market Risk

Our exposure to equity markets risk relates to
our investments in the marketable securities of unconsolidated
entities and in debt securities. Generally, we do not use
derivative financial instruments to limit our exposure to equity
market risk, however, in 2000 and 2001 we hedged certain
equity-linked debts using specialized indexed swaps. At
December 31, 2001, we retained financial exposure relative
to the equity value of our investments in AOL Europe and
BSkyB following their disposal during the year. Based upon an
evaluation of the estimated value of the AOL Europe shares
by a reputable firm, a hypothetical 10% decrease in their market
value would not present any financial risk to our company. For
BSkyB, we have a financial risk only if the BSkyB share price
falls below 629 pence per share. Based on the share price
of BSkyB at December 31, 2001, a hypothetical 10% decrease
in its market value would not present any financial risk to our
company. On our total equity market portfolio, a hypothetical
decrease in share prices of 10% from December 31, 2001
would result in a decrease in the value of our portfolio of
approximately
231 million.

Exposure to Commodity Risk

We do not have any significant exposure to
commodity risk.



|         |                                                           
|-------- | ----------------------------------------------------------
|Item 12: | Description of Securities Other Than Equity
    Securities

Not applicable.

112



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##### 



PART II



|         |                                                    
|-------- | ---------------------------------------------------
|Item 13: | Defaults, Dividend Arrearages and
    Delinquencies

None.



|         |                                                             
|-------- | ------------------------------------------------------------
|Item 14: | Material Modifications to the Rights of
    Security Holders

None.



|         |           
|-------- | ----------
|Item 15: | [Reserved]



|         |           
|-------- | ----------
|Item 16: | [Reserved]

PART III



|         |                     
|-------- | --------------------
|Item 17: | Financial Statements

Not applicable.



|         |                     
|-------- | --------------------
|Item 18: | Financial Statements

See our Consolidated Financial Statements
beginning at page F-1.



|         |         
|-------- | --------
|Item 19: | Exhibits

(a) Exhibits:

|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1 |  | Vivendi Universal Restated Corporate statuts(organizational document) (English translation).                                                                                                                                                                                                                                                                                                                                                                                           
|2.1 |  | Deposit Agreement dated as of April 19,
    1995, as amended and restated as of September 11, 2000, and
    as further amended and restated as of December 8, 2000,
    among Vivendi Universal, S.A., The Bank of New York, as
    Depositary, and all the Owners and Beneficial Owners from time
    to time of American Depositary Shares issued thereunder
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form 8-A dated December 29, 2000).
|2.2 |  | Vivendi Universal agrees to furnish to the
    Commission on request a copy of any instrument defining the
    rights of holders of long-term debt of Vivendi Universal and of
    any subsidiary for which consolidated or unconsolidated
    financial statements are required to be filed.                                                                                                                                                                                          
|4.1 |  | Merger Agreement, dated as of June 19, 2000,
    by and among Vivendi S.A., Canal Plus S.A., Sofiée S.A.,
    3744531 Canada Inc. and The Seagram Company Ltd. (incorporated
    by reference to the Vivendi Universal Registration Statement on
    Form F-4 dated October 30, 2000).                                                                                                                                                                                                 
|4.2 |  | Shareholder Governance Agreement, dated as of
    June 19, 2000, by and among Vivendi S.A., Sofiée S.A.
    and certain shareholders of The Seagram Company Ltd.
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form F-4 dated October 30, 2000).                                                                                                                                                                                               
|4.3 |  | Stock and Asset Purchase Agreement, dated as of
    December 19, 2000, among Vivendi Universal S.A., Pernod
    Ricard S.A. and Diageo plc (incorporated by reference to the
    Vivendi Universal Registration Statement on Form F-4 dated
    February 5, 2001).                                                                                                                                                                                                                     
|4.4 |  | Transaction Agreement, dated as of
    December 16, 2001, by and among Vivendi Universal, S.A.,
    Universal Studios, Inc., USA Networks, Inc., USANi LLC and
    Liberty Media Corporation (incorporated by reference to the
    Vivendi Universal Report of Foreign Private Issuer on
    Form 6-K dated December 19, 2001).                                                                                                                                                        
|8.1 |  | Subsidiaries of Vivendi Universal, S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                                

113



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##### 



|     |  |                                                                                                                                                                                                                                                                                                                       
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Indenture among Joseph E. Seagram & Sons,
    Inc., as issuer, The Seagram Company Ltd., as guarantor, and The
    Bank of New York, as Trustee dated September 15, 1991
    (incorporated by reference to the Seagram Current Report on
    Form 8-K dated November 8, 1991, as amended (file
    number 001-02275)).
|10.2 |  | Form of First Supplemental Indenture among Joseph
    E. Seagram & Sons, Inc., The Seagram Company Ltd. and The
    Bank of New York, as Trustee, dated as of June 21, 1999
    (incorporated by reference to Amendment No. 2 to the
    Seagram Registration Statement on Form S-3/A dated
    June 10, 1999).       
|10.3 |  | Second Supplemental Indenture among Joseph E.
    Seagram & Sons, Inc., The Seagram Company Ltd. and The Bank
    of New York, as Trustee, dated as of November 15, 1999
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form F-4 dated February 5, 2001).                      
|10.4 |  | Third Supplemental Indenture among Joseph E.
    Seagram & Sons, Inc., The Seagram Company Ltd. and The Bank
    of New York, as Trustee, dated as of January 5, 2001
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form F-4 dated February 5, 2001).                         
|10.5 |  | Form of Fourth Supplemental Indenture, dated as
    of March 7, 2001, among Joseph E. Seagram & Sons, Inc.,
    The Seagram Company Ltd. and The Bank of New York, as Trustee
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form F-4 dated February 5, 2001).                 
|10.6 |  | Form of Purchase Contract Agreement between The
    Seagram Company Ltd. and The Bank of New York, as purchase
    contract agent, dated as of June 21, 1999 (incorporated by
    reference to Amendment No. 2 to the Seagram Registration
    Statement on Form S-3/A dated June 10, 1999).                          
|10.7 |  | Supplemental Agreement to the Purchase Contract
    Agreement entered into by Vivendi Universal, S.A. dated
    December 8, 2000 (incorporated by reference to the Vivendi
    Universal Registration Statement on Form F-4 dated
    February 5, 2001).                                                              
|10.8 |  | Form of Supplemental Agreement to the Purchase
    Contract Agreement between The Seagram Company Ltd. and The Bank
    of New York, as purchase contract agent (incorporated by
    reference to the Vivendi Universal Registration Statement on
    Form F-4 dated February 5, 2001).                               
|99.1 |  | Letter from Vivendi Universal to the Securities
    and Exchange Commission pursuant to Temporary Note 3T.                                                                                                                                                                                                            

114



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##### 



SIGNATURES

Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the registrant certifies
that it meets all of the requirements for filings on
Form 20-F and that it has duly caused this annual report to
be signed on its behalf by the undersigned, thereunto duly
authorized.



| |                        
| | -----------------------
| | VIVENDI UNIVERSAL, S.A.



| |     |                      
| | --- | ---------------------
| | BY: | /s/ GUILLAUME HANNEZO

| |                                                 
| | ------------------------------------------------
| |                                                 
| | Name:     Guillaume
    Hannezo                 
| | Title:       Senior
    Executive Vice President
| | and
    Chief Financial Officer                 

Date:  May 28, 2002



---



##### 



VIVENDI UNIVERSAL

INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS

|                                                                                                        |  |      |     | 
|------------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                                                                        |  | Page
|                                                                                                        |  |     
|Reports of Independent Public Accountants                                                               |  |      | F-2 | 
|Consolidated Statement of Income for the Years
    Ended December 31, 2001, 2000 and 1999               |  |      | F-3 | 
|Consolidated Balance Sheet as of
    December 31, 2001 and 2000                                         |  |      | F-4 | 
|Consolidated Statement of Cash Flows for the
    Years Ended December 31, 2001, 2000 and 1999           |  |      | F-5 | 
|Consolidated Statement of Shareholders
    Equity for the Years Ended December 31, 2001, 2000 and 1999 |  |      | F-6 | 
|Notes to Consolidated Financial Statements                                                              |  |      | F-7 | 

F-1



---



##### 



Report of Independent Public
Accountants

To the Shareholders of Vivendi Universal:

We have audited the accompanying consolidated
balance sheet of Vivendi Universal and subsidiaries (together
the Company), as of December 31, 2001 and December
31, 2000 and the related consolidated statements of income,
changes in shareholders equity and cash flows for each of
the three years in the period ended December 31, 2001, expressed
in Euros. We have also audited the information presented in Note
14, which includes the approximate effect of the differences
between accounting principles generally accepted in France and
the United States of America on the consolidated net income of
the Company for the years ended December 31, 2001, 2000 and 1999
and on shareholders equity of the Company as of December
31, 2001 and 2000. These financial statements are the
responsibility of the Company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 France and 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 statements 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, (a) the
financial position of Vivendi Universal and subsidiaries as of
December 31, 2001 and 2000 and the results of their operations
and their cash flows for each of the three years in the period
ended December 31, 2001 in conformity with accounting principles
generally accepted in France and (b) the information with
respect to accounting principles generally accepted in the
United States of America as of December 31, 2001 and 2000 and
for the years ended December 31, 2001, 2000 and 1999 set forth
in Note 14.

Without calling into question the opinion
expressed above, we wish to draw your attention to the
sub-section Changes in Accounting Principles and Financial
Statement Presentation of the section of the notes
Summary of Significant Accounting Policies and
Practices which states the change in presentation of the
Consolidated Statement of Income and the change in definition of
the exceptional items.

The accounting practices of the Company used in
preparing the accompanying financial statements vary in certain
respects from accounting principles generally accepted in the
United States. A description of the significant differences
between the Companys accounting practices and accounting
principles generally accepted in the United States and the
approximate effect of those differences on consolidated net
income for each of the three years in the period ended December
31, 2001 and shareholders equity as of December 31, 2001
and 2000 is set forth in Note 14 to the consolidated financial
statements.

|                                                                                                |  |                                                
|----------------------------------------------------------------------------------------------- |  | -----------------------------------------------
|/s/ BARBIER FRINAULT & CIE
     Barbier Frinault & Cie,
    a member firm of Andersen Worldwide |  | /s/ RSM SALUSTRO REYDEL
    RSM Salustro Reydel

Paris, France

March 28, 2002


(Except with respect to the matters discussed in
Note 14 as to which the date is May 24, 2002)


F-2



---



##### 



VIVENDI UNIVERSAL

CONSOLIDATED STATEMENT OF INCOME

|                                                                                                                    |  |      |      |                                                  |  |         |         |      |  |         |         |   |  |   |         |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------------- |  | ---- | ---- | ------------------------------------------------ |  | ------- | ------- | ---- |  | ------- | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                                                                    |  |      |      |                                                 
|                                                                                                                    |  |      |      | Years Ended December 31,                        
|                                                                                                                    |  |      |      |                                                 
|                                                                                                                    |  | Note |      | 2001                                             |  | 2000(1) |         | 2000 |  | 1999(2)
|                                                                                                                    |  |      |      |                                                  |  |         |         |      |  |        
|                                                                                                                    |  |      |      |                                                 
|                                                                                                                    |  |      |      | (In millions of euros, except per share amounts)
|Revenues                                                                                                            |  |      | (10) |                                                  |  |        | 57,360  |      |  |        | 41,580  |   |  |  | 41,798  |   |  |  | 40,855  |  
|Cost of revenues                                                                                                    |  |      |      |                                                  |  |         | (39,526 | )    |  |         | (30,181 | ) |  |   | (29,389 | ) |  |   | (30,438 | )
|Selling, general and administrative expenses                                                                        |  |      |      |                                                  |  |         | (13,699 | )    |  |         | (9,004  | ) |  |   | (9,838  | ) |  |   | (8,581  | )
|Other operating expenses, net                                                                                       |  |      |      |                                                  |  |         | (340    | )    |  |         | (572    | ) |  |   |        |   |  |   |        |  
|                                                                                                                    |  |      |      |                                                  |  |         |         |      |  |         |         |   |  |   |         |   |  |   |         |  
|Operating income                                                                                                    |  |      |      |                                                  |  |         | 3,795   |      |  |         | 1,823   |   |  |   | 2,571   |   |  |   | 1,836   |  
|Financial expenses, net                                                                                             |  |      | (8)  |                                                  |  |         | (1,928  | )    |  |         | (762    | ) |  |   | (633    | ) |  |   | (87     | )
|                                                                                                                    |  |      |      |                                                  |  |         |         |      |  |         |         |   |  |   |         |   |  |   |         |  
|Income before exceptional items, income taxes,
    goodwill amortization, equity interest and minority
    interest |  |      |      |                                                  |  |         | 1,867   |      |  |         | 1,061   |   |  |   | 1,938   |   |  |   | 1,749   |  
|Exceptional items, net                                                                                              |  |      | (8)  |                                                  |  |         | 2,365   |      |  |         | 3,812   |   |  |   | 2,947   |   |  |   | (846    | )
|Income tax (expense) benefit                                                                                        |  |      | (7)  |                                                  |  |         | (1,579  | )    |  |         | (1,009  | ) |  |   | (1,021  | ) |  |   | 946     |  
|                                                                                                                    |  |      |      |                                                  |  |         |         |      |  |         |         |   |  |   |         |   |  |   |         |  
|Income before goodwill amortization, equity
    interest and minority interest                                      |  |      |      |                                                  |  |         | 2,653   |      |  |         | 3,864   |   |  |   | 3,864   |   |  |   | 1,849   |  
|Equity in (losses) earnings of
    unconsolidated companies                                                         |  |      | (3)  |                                                  |  |         | (453    | )    |  |         | (306    | ) |  |   | (306    | ) |  |   | 33      |  
|Goodwill amortization                                                                                               |  |      | (8)  |                                                  |  |         | (15,203 | )    |  |         | (634    | ) |  |   | (634    | ) |  |   | (606    | )
|                                                                                                                    |  |      |      |                                                  |  |         |         |      |  |         |         |   |  |   |         |   |  |   |         |  
|Income (loss) before minority
    interest                                                                          |  |      |      |                                                  |  |         | (13,003 | )    |  |         | 2,924   |   |  |   | 2,924   |   |  |   | 1,276   |  
|Minority interest                                                                                                   |  |      |      |                                                  |  |         | (594    | )    |  |         | (625    | ) |  |   | (625    | ) |  |   | 159     |  
|                                                                                                                    |  |      |      |                                                  |  |         |         |      |  |         |         |   |  |   |         |   |  |   |         |  
|Net income (loss)                                                                                                   |  |      |      |                                                  |  |        | (13,597 | )    |  |        | 2,299   |   |  |  | 2,299   |   |  |  | 1,435   |  
|                                                                                                                    |  |      |      |                                                  |  |         |         |      |  |         |         |   |  |   |         |   |  |   |         |  
|Earnings (loss) per share:                                                                                          |  |      |      |                                                  |  |         |         |      |  |         |         |   |  |   |         |   |  |   |         |  
|Basic                                                                                                               |  |      |      |                                                  |  |        | (13.53  | )    |  |        | 3.63    |   |  |  | 3.63    |   |  |  | 2.70    |  
|Diluted                                                                                                             |  |      |      |                                                  |  |        | (13.53  | )    |  |        | 3.41    |   |  |  | 3.41    |   |  |  | 2.49    |  



---



|    |                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2001 (see Note 1 to the Consolidated
    Financial Statements).                                                                   
|   
|(2) | In order to facilitate the comparability of 2000
    and 1999 consolidated financial results, the 1999 consolidated
    results are presented in accordance with accounting policies in
    effect in 2000.

The accompanying notes are an integral part of
these consolidated financial statements.

F-3



---



##### 



VIVENDI UNIVERSAL

CONSOLIDATED BALANCE SHEET

|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|------------------------------------------------------ |  | ---- | --- | ---------------------- |  | ---- | ------- |  |  | - | ------- | 
|                                                       |  |      |     |                       
|                                                       |  |      |     | December 31,          
|                                                       |  |      |     |                       
|                                                       |  | Note |     | 2001                   |  | 2000
|                                                       |  |      |     |                        |  |     
|                                                       |  |      |     |                       
|                                                       |  |      |     | (In millions of euros)
|ASSETS                                                
|Goodwill, net                                          |  |      | (8) |                        |  |     | 37,617  |  |  |  | 47,133  | 
|Other intangible assets, net                           |  |      | (8) |                        |  |      | 23,302  |  |  |   | 20,180  | 
|Property, plant and equipment, net                     |  |      | (8) |                        |  |      | 23,396  |  |  |   | 19,989  | 
|Investments accounted for using the equity method      |  |      | (3) |                        |  |      | 9,176   |  |  |   | 9,177   | 
|Seagrams spirit and wine net assets held
    for sale |  |      | (3) |                        |  |      |        |  |  |   | 8,759   | 
|Other investments                                      |  |      | (3) |                        |  |      | 5,583   |  |  |   | 7,342   | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|Total non-current assets                               |  |      |     |                        |  |      | 99,074  |  |  |   | 112,580 | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|Inventories and work-in-progress                       |  |      | (8) |                        |  |      | 3,163   |  |  |   | 3,219   | 
|Accounts receivable                                    |  |      | (8) |                        |  |      | 21,094  |  |  |   | 19,242  | 
|Deferred taxes                                         |  |      | (7) |                        |  |      | 4,225   |  |  |   | 3,908   | 
|Short-term loans receivable                            |  |      |     |                        |  |      | 2,948   |  |  |   | 1,171   | 
|Cash and cash equivalents                              |  |      |     |                        |  |      | 4,725   |  |  |   | 3,271   | 
|Other marketable securities                            |  |      | (8) |                        |  |      | 3,773   |  |  |   | 7,347   | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|Total current assets                                   |  |      |     |                        |  |      | 39,928  |  |  |   | 38,158  | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|TOTAL ASSETS                                           |  |      |     |                        |  |     | 139,002 |  |  |  | 150,738 | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|LIABILITIES AND SHAREHOLDERS
    EQUITY              
|Share capital                                          |  |      |     |                        |  |     | 5,972   |  |  |  | 5,945   | 
|Additional paid-in capital                             |  |      |     |                        |  |      | 28,837  |  |  |   | 27,913  | 
|Retained earnings                                      |  |      |     |                        |  |      | 1,939   |  |  |   | 22,817  | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|Total shareholders equity                             |  |      | (4) |                        |  |      | 36,748  |  |  |   | 56,675  | 
|Minority interest                                      |  |      | (8) |                        |  |      | 10,208  |  |  |   | 9,787   | 
|Deferred income                                        |  |      |     |                        |  |      | 1,856   |  |  |   | 1,560   | 
|Provisions and allowances                              |  |      | (8) |                        |  |      | 6,331   |  |  |   | 5,946   | 
|Long-term debt                                         |  |      | (5) |                        |  |      | 27,777  |  |  |   | 23,954  | 
|Other non-current liabilities and accrued expenses     |  |      | (8) |                        |  |      | 5,688   |  |  |   | 6,337   | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|                                                       |  |      |     |                        |  |      | 88,608  |  |  |   | 104,259 | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|Accounts payable                                       |  |      | (8) |                        |  |      | 26,414  |  |  |   | 23,497  | 
|Deferred taxes                                         |  |      | (7) |                        |  |      | 9,977   |  |  |   | 8,130   | 
|Bank overdrafts and other short-term borrowings        |  |      | (5) |                        |  |      | 14,003  |  |  |   | 14,852  | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|Total current liabilities                              |  |      |     |                        |  |      | 50,394  |  |  |   | 46,479  | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 
|TOTAL LIABILITIES AND SHAREHOLDERS
    EQUITY         |  |      |     |                        |  |     | 139,002 |  |  |  | 150,738 | 
|                                                       |  |      |     |                        |  |      |         |  |  |   |         | 

The accompanying notes are an integral part of
these consolidated financial statements.

F-4



---



##### 



VIVENDI UNIVERSAL

CONSOLIDATED STATEMENT OF CASH FLOWS

|                                                                                  |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |         |         |  
|--------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------- | ----- | ------- | ------ | ------- | --- | ------- | ------ | - | ----- | ------- | ------- | -
|                                                                                  |                                                                                       |                                                                                      
|                                                                                  |                                                                                       | Years Ended December 31,                                                             
|                                                                                  |                                                                                       |                                                                                      
|                                                                                  |                                                                                       | 2001                                                                                  |       | 2000    |        | 1999(1)
|                                                                                  |                                                                                       |                                                                                       |       |         |        |        
|                                                                                  |                                                                                       |                                                                                      
|                                                                                  |                                                                                       | (In millions of euros)                                                               
|Cash flow from operating activities:                                              |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        
|                                                                                  | Net income (loss)                                                                     |                                                                                       |      | (13,597 | )      |         |    | 2,299   |        |   |      | 1,435   |        
|                                                                                  | Adjustments to reconcile net income to net cash
    provided by operating activities: |                                                                                       |       |         |        |         |     |         |        |   |       |         |        
|                                                                                  |                                                                                       | Depreciation and amortization                                                         |       |         | 19,050 |         |     |         | 4,038  |   |       |         | 2,988   |  
|                                                                                  |                                                                                       | Financial provisions                                                                  |       |         | 482    |         |     |         | 92     |   |       |         | 163     |  
|                                                                                  |                                                                                       | Gain on sale of property and equipment and
    financial assets, net                  |       |         | (2,546 | )       |     |         | (3,910 | ) |       |         | (670    | )
|                                                                                  |                                                                                       | Undistributed earnings from affiliates, net                                           |       |         | 439    |         |     |         | 343    |   |       |         | 51      |  
|                                                                                  |                                                                                       | Deferred taxes                                                                        |       |         | 379    |         |     |         | 231    |   |       |         | (1,175  | )
|                                                                                  |                                                                                       | Minority interest                                                                     |       |         | 594    |         |     |         | 625    |   |       |         | 170     |  
|                                                                                  |                                                                                       | Changes in assets and liabilities, net of effect
    of acquisitions and dispositions |       |         | (301   | )       |     |         | (1,204 | ) |       |         | (2,190  | )
|                                                                                  |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        
|                                                                                  |                                                                                       | Net cash provided by operating
    activities                                         |       |         | 4,500  |         |     |         | 2,514  |   |       |         | 772     |  
|Cash flow from investing activities:                                              |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        
|                                                                                  | Purchase of property, plant and equipment and
    other                               |                                                                                       |       | (5,338  | )      |         |     | (5,800  | )      |   |       | (5,059  | )      
|                                                                                  | Proceeds from sale of property, plant and
    equipment and other                     |                                                                                       |       | 464     |        |         |     | 2,822   |        |   |       | 1,092   |        
|                                                                                  | Purchase of investments                                                               |                                                                                       |       | (8,203  | )      |         |     | (3,133  | )      |   |       | (11,972 | )      
|                                                                                  | Sale of investments                                                                   |                                                                                       |       | 1,947   |        |         |     | 3,787   |        |   |       | 2,705   |        
|                                                                                  | Sale of spirits and wine business                                                     |                                                                                       |       | 9,359   |        |         |     |        |        |   |       |        |        
|                                                                                  | Purchase of portfolio investments                                                     |                                                                                       |       | (23     | )      |         |     | (69     | )      |   |       | (716    | )      
|                                                                                  | Sale of portfolio investments                                                         |                                                                                       |       | 4,418   |        |         |     | 302     |        |   |       | 673     |        
|                                                                                  | Net decrease in financial receivables                                                 |                                                                                       |       | 278     |        |         |     | 4,452   |        |   |       | 600     |        
|                                                                                  | Purchase of treasury shares held as marketable
    securities                         |                                                                                       |       | (141    | )      |         |     | (2,456  | )      |   |       | (1,402  | )      
|                                                                                  | (Purchases) sales of other marketable securities                                      |                                                                                       |       | 1,579   |        |         |     | (1,386  | )      |   |       | 1,161   |        
|                                                                                  |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        
|                                                                                  |                                                                                       | Net cash provided by (used for) investing
    activities                              |       |         | 4,340  |         |     |         | (1,481 | ) |       |         | (12,918 | )
|Cash flow from financing activities:                                              |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        
|                                                                                  | Net increase (decrease) in short-term
    borrowings                                  |                                                                                       |       | (1,670  | )      |         |     | 2,432   |        |   |       | 9,273   |        
|                                                                                  | Proceeds from issuance of borrowings and other
    long-term debt                     |                                                                                       |       | 5,195   |        |         |     | 16,370  |        |   |       | 11,696  |        
|                                                                                  | Principal payment on borrowings and other
    long-term liabilities                   |                                                                                       |       | (5,900  | )      |         |     | (21,923 | )      |   |       | (9,900  | )      
|                                                                                  | Net proceeds from issuance of common stock                                            |                                                                                       |       | 582     |        |         |     | 3,396   |        |   |       | 3,296   |        
|                                                                                  | Purchase of treasury stock                                                            |                                                                                       |       | (4,253  | )      |         |     | (106    | )      |   |       | (135    | )      
|                                                                                  | Cash dividends paid                                                                   |                                                                                       |       | (1,423  | )      |         |     | (800    | )      |   |       | (484    | )      
|                                                                                  |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        
|                                                                                  |                                                                                       | Net cash (used for) provided by financing
    activities                              |       |         | (7,469 | )       |     |         | (631   | ) |       |         | 13,746  |  
|Effect of foreign currency exchange rate changes
    on cash and cash equivalents |                                                                                       |                                                                                       | 83    |         |        |         | 7   |         |        |   | (2    | )      
|                                                                                  |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        
|Change in cash and cash equivalents                                               |                                                                                       |                                                                                       | 1,454 |         |        |         | 409 |         |        |   | 1,598 |        
|Cash and cash equivalents:                                                        |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        
|                                                                                  | Beginning of year                                                                     |                                                                                       |       | 3,271   |        |         |     | 2,862   |        |   |       | 1,264   |        
|                                                                                  |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        
|                                                                                  | End of year                                                                           |                                                                                       |      | 4,725   |        |         |    | 3,271   |        |   |      | 2,862   |        
|                                                                                  |                                                                                       |                                                                                       |       |         |        |         |     |         |        |   |       |        



---



|    |                                                                               
|--- | ------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2000.

The accompanying notes are an integral part of
these consolidated financial statements.

F-5



---



##### 



VIVENDI UNIVERSAL

CONSOLIDATED STATEMENT OF SHAREHOLDERS
EQUITY

|                                                                                                                                                                    |  |               |           |                        |  |          |       |          |  |               |        |        |  |   |        |   |  |   |         |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | ---------------------- |  | -------- | ----- | -------- |  | ------------- | ------ | ------ |  | - | ------ | - |  | - | ------- | - |  | - | ------- | -
|                                                                                                                                                                    |  |               |           |                        |  |          |       |          |  |              
|                                                                                                                                                                    |  | Common Shares |           | Additional             |  |          |       | Net      |  |              
|                                                                                                                                                                    |  |               |           | Paid-in                |  | Retained |       | Income   |  | Shareholders
|                                                                                                                                                                    |  | Number        |           | Amount                 |  | Capital  |       | Earnings |  | (Loss)        |        | Equity
|                                                                                                                                                                    |  |               |           |                        |  |          |       |          |  |               |        |       
|                                                                                                                                                                    |  |               |           |                       
|                                                                                                                                                                    |  | (Thousands)   |           | (In millions of euros)
|Balance at December 31, 1998                                                                                                                                        |  |               | 159,463   |                        |  |         | 2,431 |          |  |              | 3,429  |        |  |  | 859    |   |  |  | 1,121   |   |  |  | 7,840   |  
|Conversion to euros, increase in the nominal
    value from 16 to
    16.50 followed
    by a 3 for 1 split (resulting in a nominal value per
    share of 5.50) |  |               | 318,927   |                        |  |          | 200   |          |  |               | (200   | )      |  |   |       |   |  |   |        |   |  |   |        |  
|                                                                                                                                                                    |  |               |           |                        |  |          |       |          |  |               |        |        |  |   |        |   |  |   |         |   |  |   |         |  
|Balance at December 31, 1998                                                                                                                                        |  |               | 478,390   |                        |  |          | 2,631 |          |  |               | 3,229  |        |  |   | 859    |   |  |   | 1,121   |   |  |   | 7,840   |  
|Net income for the year 1999                                                                                                                                        |  |               |          |                        |  |          |      |          |  |               |       |        |  |   |       |   |  |   | 1,431   |   |  |   | 1,431   |  
|Foreign currency translation adjustment                                                                                                                             |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | 383    |   |  |   |        |   |  |   | 383     |  
|Appropriation of net income                                                                                                                                         |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | 1,121  |   |  |   | (1,121  | ) |  |   |        |  
|Dividends paid,
    0.92 per share                                                                                                                                 |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | (413   | ) |  |   |        |   |  |   | (413    | )
|Goodwill from business combinations                                                                                                                                 |  |               |          |                        |  |          |      |          |  |               | (4,310 | )      |  |   |       |   |  |   |        |   |  |   | (4,310  | )
|Acquisitions of Pathe, BSkyB and Canal Plus                                                                                                                         |  |               | 47,502    |                        |  |          | 261   |          |  |               | 1,959  |        |  |   |       |   |  |   |        |   |  |   | 2,220   |  
|Exercise of subscription options                                                                                                                                    |  |               | 45,505    |                        |  |          | 250   |          |  |               | 2,431  |        |  |   |       |   |  |   |        |   |  |   | 2,681   |  
|Conversion of bonds, warrants, stock options and
    issuances under the employee stock purchase plan                                                               |  |               | 24,251    |                        |  |          | 134   |          |  |               | 1,042  |        |  |   |       |   |  |   |        |   |  |   | 1,176   |  
|Release of revaluation surplus and other                                                                                                                            |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | (116   | ) |  |   |        |   |  |   | (116    | )
|                                                                                                                                                                    |  |               |           |                        |  |          |       |          |  |               |        |        |  |   |        |   |  |   |         |   |  |   |         |  
|Balance at December 31, 1999                                                                                                                                        |  |               | 595,648   |                        |  |          | 3,276 |          |  |               | 4,351  |        |  |   | 1,834  |   |  |   | 1,431   |   |  |   | 10,892  |  
|Changes in accounting methods                                                                                                                                       |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | (120   | ) |  |   | 4       |   |  |   | (116    | )
|                                                                                                                                                                    |  |               |           |                        |  |          |       |          |  |               |        |        |  |   |        |   |  |   |         |   |  |   |         |  
|Balance at December 31, 1999                                                                                                                                        |  |               | 595,648   |                        |  |          | 3,276 |          |  |               | 4,351  |        |  |   | 1,714  |   |  |   | 1,435   |   |  |   | 10,776  |  
|Net income for the year 2000                                                                                                                                        |  |               |          |                        |  |          |      |          |  |               |       |        |  |   |       |   |  |   | 2,299   |   |  |   | 2,299   |  
|Foreign currency translation adjustment                                                                                                                             |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | (735   | ) |  |   |        |   |  |   | (735    | )
|Appropriation of net income                                                                                                                                         |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | 1,435  |   |  |   | (1,435  | ) |  |   |        |  
|Dividends paid,
    1 per share                                                                                                                                    |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | (566   | ) |  |   |        |   |  |   | (566    | )
|Goodwill from business combinations reversed
    following the disposition of BSky B, Vinci, Nexity and 34% of
    Multithématique                                  |  |               |          |                        |  |          |      |          |  |               | 781    |        |  |   | (44    | ) |  |   |        |   |  |   | 737     |  
|Merger transactions among Vivendi, Seagram and
    Canal Plus                                                                                                       |  |               | 486,561   |                        |  |          | 2,676 |          |  |               | 23,372 |        |  |   | 18,792 |   |  |   |        |   |  |   | 44,840  |  
|Conversion of bonds, warrants, stock options and
    issuances under the employee stock purchase plan                                                               |  |               | 11,185    |                        |  |          | 62    |          |  |               | 585    |        |  |   |       |   |  |   |        |   |  |   | 647     |  
|Common shares cancelled (treasury stock)                                                                                                                            |  |               | (12,586   | )                      |  |          | (69   | )        |  |               | (1,176 | )      |  |   |       |   |  |   |        |   |  |   | (1,245  | )
|Release of revaluation surplus and other                                                                                                                            |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | (78    | ) |  |   |        |   |  |   | (78     | )
|                                                                                                                                                                    |  |               |           |                        |  |          |       |          |  |               |        |        |  |   |        |   |  |   |         |   |  |   |         |  
|Balance at December 31, 2000                                                                                                                                        |  |               | 1,080,808 |                        |  |          | 5,945 |          |  |               | 27,913 |        |  |   | 20,518 |   |  |   | 2,299   |   |  |   | 56,675  |  
|Net loss for the year 2001                                                                                                                                          |  |               |          |                        |  |          |      |          |  |               |       |        |  |   |       |   |  |   | (13,597 | ) |  |   | (13,597 | )
|Foreign currency translation adjustment                                                                                                                             |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | 1,483  |   |  |   |        |   |  |   | 1,483   |  
|Appropriation of net income                                                                                                                                         |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | 2,299  |   |  |   | (2,299  | ) |  |   |        |  
|Dividends paid,
    1 per share                                                                                                                                    |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | (1,203 | ) |  |   |        |   |  |   | (1,203  | )
|Goodwill from business combination reversed
    following the disposition of TV Sport                                                                               |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | 35     |   |  |   |        |   |  |   | 35      |  
|Conversion of ex-Seagram exchangeables                                                                                                                              |  |               | 31,549    |                        |  |          | 173   |          |  |               | 2,335  |        |  |   | (2,508 | ) |  |   |        |   |  |   |        |  
|Conversion of ex-Seagram stock options                                                                                                                              |  |               | 3,452     |                        |  |          | 19    |          |  |               | 255    |        |  |   |       |   |  |   |        |   |  |   | 274     |  
|Conversion of bonds, warrants, stock options and
    issuances under the employee stock purchase plan                                                               |  |               | 10,142    |                        |  |          | 56    |          |  |               | 419    |        |  |   |       |   |  |   |        |   |  |   | 475     |  
|Common shares cancelled (treasury shares)                                                                                                                           |  |               | (40,123   | )                      |  |          | (221  | )        |  |               | (2,070 | )      |  |   |       |   |  |   |        |   |  |   | (2,291  | )
|Treasury shares allocation                                                                                                                                          |  |               |          |                        |  |          |      |          |  |               |       |        |  |   | (4,634 | ) |  |   |        |   |  |   | (4,634  | )
|Release of revaluation surplus and other                                                                                                                            |  |               |          |                        |  |          |      |          |  |               | (15    | )      |  |   | (454   | ) |  |   |        |   |  |   | (469    | )
|                                                                                                                                                                    |  |               |           |                        |  |          |       |          |  |               |        |        |  |   |        |   |  |   |         |   |  |   |         |  
|Balance at December 31, 2001                                                                                                                                        |  |               | 1,085,828 |                        |  |         | 5,972 |          |  |              | 28,837 |        |  |  | 15,536 |   |  |  | (13,597 | ) |  |  | 36,748  |  
|                                                                                                                                                                    |  |               |           |                        |  |          |       |          |  |               |        |        |  |   |        |   |  |   |         |   |  |   |         |  

The accompanying notes are an integral part of
these consolidated financial statements.

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VIVENDI UNIVERSAL

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


Note 1 Description of Business and
Summary of Significant Accounting Policies

Description of Business

Vivendi Universal is a société
anonymeorganized under the laws of France. Vivendi
Universal was created through the merger of Vivendi, The Seagram
Company Ltd. and Canal Plus that was completed in December 2000,
and is the successor company to Vivendi. Vivendi Universal
operates in two global core businesses: Media &
Communications and Environmental Services. The Media &
Communications business is divided into five business segments:
Music, Publishing and TV & Film, which constitute our
content businesses, and Telecoms and Internet, which constitute
our access businesses. Integration and partnering of the Media
& Communications business segments enables Vivendi Universal
to provide a diverse array of entertainment and information
content to an international customer and subscriber base over
wired and wireless access devices using cable, Internet,
satellite and broadcast networks.

Media & Communications



| |                   
| | ------------------
| | Content Businesses

The Music business is conducted through UMG,
which produces, markets and distributes recorded music
throughout the world in all major genres. UMG also manufactures,
sells and distributes video products in the United States and
internationally, and licenses music copyrights.

The Publishing business is a worldwide content
leader in its core markets: publishing (including education,
reference and literature), games and consumer press. It provides
content across multiple platforms, including print, multimedia,
on the wired Internet and to Personal Digital Assistants (PDAs)
via Wireless Application Protocol (WAP) technology.

The TV & Film business produces and
distributes motion picture, television and home video/ DVD
products worldwide, operates and has ownership interests in a
number of cable and pay TV channels, engages in the licensing of
merchandising and film property rights and operates theme parks
and retail stores around the world.

Access
Businesses

The Telecoms business provides a broad range of
telecommunication services, including mobile and fixed
telephony, Internet access and data services and transmission,
principally in Europe.

The Internet business manages the strategic
Internet initiatives and new online ventures for Vivendi
Universal. Utilizing advanced digital distribution technology,
the Internet business develops e-commerce, e-services and
thematic portals that offer access to the Internet via a variety
of devices, including mobile phones, PDAs, interactive TV and
computers.

Environmental Services

Vivendi Environnement, a 63% owned subsidiary of
Vivendi Universal, operates the Environmental Services business,
with operations around the globe. Vivendi Environnement provides
environmental management services, including water treatment and
system operation, waste management, energy services and
transportation services, to a wide range of public authorities
and industrial, commercial and residential customers.

Summary of Significant Accounting Policies and
Practices

Basis of
PresentationVivendi Universal has
prepared its consolidated financial statements in accordance
with accounting principles generally accepted in France (French
GAAP). These accounting principles are in compliance with the
law of January 3, 1985 and the enforcement decree of
February 17, 1986. Since

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January 1, 2000, Vivendi Universal has
applied the methodology for consolidated financial statements
based on Regulation 99.02 as approved by the
Comité de la Règlementation Comptable
(French Accounting Standards Board) in April 1999. The financial
statements of foreign subsidiaries have, when necessary, been
adjusted to comply with French GAAP.


French GAAP differs in certain respects from
accounting principles generally accepted in the United States
(US GAAP). A description of these differences and their effects
on net income and shareholders equity is discussed in
Note 14. The consolidated financial statements are
presented in French GAAP format, however, they incorporate
certain modifications and additional disclosures designed to
conform more closely to US GAAP style financial statements.

Vivendi Universal has a
December 31 year-end. Subsidiaries that do not have a
December 31 year-end prepare interim financial
statements, except when their year-end falls within the three
months prior to December 31. Subsidiaries acquired are
included in the consolidated financial statements from the
acquisition date, or, for convenience reasons and if the impact
is not material, the most recent balance sheet date.

Financial information presented for periods prior
to the completion of the merger of Vivendi, Seagram and Canal
Plus in December 2000, is that of Vivendi, Vivendi
Universals predecessor.

Principles of Consolidation and Accounting for
InvestmentsThe consolidated financial
statements include the accounts of Vivendi Universal and its
subsidiaries after the elimination of material intercompany
accounts and transactions. All companies in which Vivendi
Universal has greater than a 50% ownership interest or legal or
effective control are consolidated. In addition, Vivendi
Universal only consolidates a subsidiary if no other shareholder
or groups of shareholders exercise substantive participating
rights, which would allow those shareholders to veto or block
routine decisions taken by Vivendi Universal.

Significant investments in which Vivendi
Universal has 20% to 50% ownership or otherwise exercises
significant influence are accounted for under the equity method.
Vivendi Universal also uses the equity method of accounting for
its investments in certain subsidiaries in which it owns less
than 20% of the voting shares. In these situations, the Company
exercises significant influence over the operating and financial
decisions of the subsidiary either (a) through a
disproportionate representation on the subsidiarys Board
of Directors, e.g., the percentage of directors appointed to the
board by the Company is greater than the percentage of its
shareholding interest and those directors allow the Company to
exercise significant influence, and (b) because there is no
other shareholder with a majority voting ownership in the
subsidiary, which is a consideration under French accounting
principles to determine whether significant influence exists, or
(c) because the Company exercises substantive participating
rights, through shareholders agreements, that allow the Company
to veto or block decisions taken by the subsidiary board.

The proportionate method of consolidation is used
for investments in jointly controlled companies, where Vivendi
Universal and outside shareholders have agreed to exercise joint
control over significant financial and operational policies. For
such entities, which exist in Vivendi Environnement only, the
Company records its proportionate interest in the consolidated
balance sheet and consolidated income statement accounts.

All other investments in affiliates, which are
not consolidated or treated as equity investments, are accounted
for at cost. A valuation allowance is established for any
negative difference between carrying value and fair value that
is determined to be other than temporary.

Use of EstimatesThe
preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
informed estimates, assumptions and judgments, with
consideration given to materiality, that affect the reported
amounts of assets, liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities in the
consolidated financial statements and accompanying notes. Actual
results could differ significantly from these estimates.

Significant estimates inherent in the preparation
of the consolidated financial statements and accompanying notes
include managements forecast of anticipated revenues and
cash flows from investments and the sale of future and existing
music and publishing-related products, as well as from the
distribution of theatrical and television product, in order to
evaluate the ultimate recoverability of accounts receivable,
film inventory, artist

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and author advances and investments and in
determining valuation allowances for long-lived assets and
pension liabilities and deferred taxes. Management periodically
reviews such estimates and it is reasonably possible that
managements assessment may change based on actual results
and other factors.


Foreign Currency Translation

Translation of subsidiaries financial
statements Financial
statements of subsidiaries whose functional currency is not the
euro are translated into euros at applicable exchange rates. All
asset and liability accounts are translated at the appropriate
year-end exchange rate and all income and expense accounts are
translated at average exchange rates for the year. The resulting
translation gains and losses are recorded in retained earnings.
For subsidiaries operating in highly inflationary economies, the
financial statements are translated into the stable currency of
a country that is in the same economic region. Related
translation gains or losses are recorded in current period
earnings. These financial statements are then translated from
the stable currency into euros at the applicable exchange rates,
and related translation gains or losses are recorded in retained
earnings. Financial statements of subsidiaries located in
countries that adopted the euro as their official currency are
translated from the former national currencies to the euro at
the official fixed exchange rates that were established on
January 1, 1999, and are no longer subject to fluctuation.

Foreign currency
transactions Foreign
currency transactions are converted into euros at the exchange
rate on the transaction date. The resulting exchange gains and
losses are recorded in the current period earnings. Exchange
gains or losses on borrowings denominated in foreign currencies
that qualify as hedges of net investments in foreign
subsidiaries are recorded in retained earnings.

Revenues and Costs

Music
Revenues from the sale of recorded music, net of a provision for
estimated returns and allowances, are recognized upon shipment
to third parties. Advances to established recording artists and
direct costs associated with the creation of record masters are
capitalized and are charged to expense as the related royalties
are earned, or when the amounts are determined to be
unrecoverable. The advances are expensed when past performance
or current popularity does not provide a sound basis for
estimating that the advance will be recovered from future
royalties.

Publishing
Magazine advertising revenues are recognized when the
advertisements are published. Publication subscription revenues
are recognized over the term of the subscription on a
straight-line basis. Revenues from the sale of books, magazines,
interactive games and other multimedia products are recognized
when the products are shipped based on gross sales less a
provision for future returns.

TV &
Film Generally, theatrical
films are produced or acquired for initial exhibition in the
worldwide theatrical market followed by distribution in the home
video, pay television, network exhibition, television
syndication and basic cable television. Television films from
our library may be licensed for domestic and foreign
syndication, cable or pay television and home video. Theatrical
revenues from the distribution of films are recognized as the
films are exhibited. Home video product revenues, less a
provision for estimated returns and allowances, are recognized
upon availability of product for retail sale to the ultimate
customer. Revenues from television and pay television licensing
agreements are recognized when the films are available for
telecast, and all other conditions of the sale have been met.
Revenues from television subscription services related to cable
and satellite programming are recognized as the services are
provided. Revenues at theme parks are recognized at the time of
visitor attendance. Revenues for retail operations are
recognized at point-of-sale.

Film and television costs are stated at the lower
of cost, less accumulated amortization, or net realizable value.
The estimated total film and television production and
participation costs are expensed based on the ratio of the
current periods gross revenues to estimated total gross revenues
from all sources on an individual production basis. The costs of
licenses and rights to exhibit theatrical movies and other
programming on cable and pay TV channels are recorded at the
contract price, generally when the screening certificate has
been obtained and the programming is available for exhibition,
or on the date the contract is signed, if later. The

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costs for theatrical movies and other long-term
programming are amortized as the programming is exhibited. The
costs of multi-year sports rights are amortized over the term of
the contract.


Estimates of TV & Film total gross revenues
and costs can change significantly due to a variety of factors,
including the level of market acceptance of film and television
products and subscriber fees. Accordingly, revenue and cost
estimates are reviewed periodically and prospective revisions to
amortization rates or write-downs to net realizable value may
occur. Such adjustments could have a material effect on the
results of operations in future periods.

Telecoms
Revenues are recognized primarily based upon usage (minutes of
traffic processed) of our network and facilities and contract
fees. On wireline business, subscription fees are deferred and
recognized over the estimated life of the customer. Prepaid fees
are deferred and recognized as the purchased minutes are used.
Service discounts are accounted for as a reduction of revenue
when the service is used.

Internet
Internet revenues are primarily derived from subscriptions,
advertising and e-commerce activities. Subscription revenues are
recognized over the period that services are provided.
Advertising revenues are recognized in the period that
advertisements are displayed. Revenues from e-commerce
activities are recognized when the products sold are shipped to
customers.

Environmental
Services Revenues on
public service contracts are recognized as services are
provided. Amounts billed and collected prior to services being
performed are included in deferred revenues. Fees incurred to
obtain a contract and paid upfront are capitalized and amortized
on a straight-line basis over the duration of the contract.
Revenues from long-term contracts involving a substantial
construction component are recorded on the
percentage-of-completion basis. In the ordinary course of
business, revenue-producing contracts are reviewed to determine
if the direct costs, exclusive of any non-variable costs, to
service the contractual arrangements exceed the revenues to be
produced by the contract. Any resulting net loss over the life
of the contract is expensed at the time of such determination.

Facilities managed through public service
contracts are typically financed by local authorities and remain
their property throughout the contract term. However, we
generally assume a contractual obligation to maintain and repair
these facilities with repair and maintenance costs being
expensed as incurred. Facilities financed by us as a consequence
of specific contractual terms are recorded as fixed assets and
are depreciated to their estimated residual value, if any, over
the shorter of their economic useful lives or the contract term.
If the contract term is shorter than the economic useful life of
the asset, such depreciation is recorded as financial
depreciation in provisions and allowances.

Capitalizable landfill site costs are recorded at
cost. Original acquisition costs are added to estimate projected
costs, including engineering fees and other professional fees
incurred to obtain disposal facility permits, to determine the
amount to be amortized over the remaining estimated useful life
of a site. Amortization is recorded ratably on a unit of
consumption basis over the capacity of the landfill as landfill
airspace is consumed. If it is determined that the landfill site
cannot be developed or the likelihood of being granted a
disposal facility permit cannot be determined before its final
authorization, as is the case in France and the United Kingdom,
landfill site costs are expensed as incurred. We also have
financial obligations related to closure and post-closure and
the remediation of disposal facilities we operate or are
otherwise responsible for. Landfill final closure and
post-closure accruals consider estimates for costs of the final
cap and cover for the site, methane gas control, leachate
management, groundwater monitoring and other monitoring and
maintenance to be incurred after the site stops accepting waste.
The cost estimates are prepared by engineers based on applicable
local, state and federal regulations and site-specific
requirements. These estimates do not take in to account
discounts for the present value of total estimated costs. The
estimated future costs are accrued for on a pro rata basis over
the estimated useful life of the site. Accruals for
environmental remediation obligations are recognized when costs
are probable and reasonably estimable. These liabilities are
recorded as provisions and allowances.

Accounting for Internal Use
SoftwareDirect internal and external
costs incurred to develop computer software for internal use,
including web site development costs, are capitalized during the
application development stage. Application development stage
costs generally include software configuration, coding,

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installation and testing. Costs of significant
upgrades and enhancements that result in additional
functionality are also capitalized. Costs incurred for
maintenance and minor upgrades and enhancements are expensed as
incurred.


Accounting for Costs of Computer Software to
be Sold, Leased or Otherwise MarketedAll costs incurred to establish the technological feasibility of
a computer software product to be sold, leased, or otherwise
marketed are research and development costs, and are expensed as
they are incurred. The technological feasibility of a computer
software product is established when all planning, designing,
coding and testing activities that are necessary to establish
that the product can be produced to meet its design
specifications has been completed. The period between
establishing the technological feasibility and the generation of
a working model of the software to be marketed is not
significant.

Research and Development
CostsResearch and development costs
are expensed as incurred.

Advertising CostsThe cost of advertising is expensed as incurred. However,
certain costs specifically related to the change of the
Companys corporate name have been capitalized and are
amortized over five years.

Income Before Exceptional Items, Income Taxes,
Goodwill Amortization, Equity Interest and Minority
InterestIncome from operations before
exceptional items and income taxes includes the business
activities of consolidated companies and the cost of financing.
It does not include one-time items, non-recurring in nature,
such as gains and losses on the disposal of businesses.

Deferred TaxesDeferred tax assets and liabilities are recognized based on the
differences between the financial statement and tax bases of
assets and liabilities using presently enacted tax rates.
Deferred tax assets are recognized for deductible temporary
differences, net tax operating loss carryforwards and tax credit
carryforwards. Deferred tax assets are recorded at their
estimated net realizable value when recovery is probable.
Deferred tax liabilities are recognized for taxable temporary
differences. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the
enactment date.

Earnings Per ShareVivendi Universal presents two earnings per share (EPS) amounts,
basic and diluted. Basic EPS is calculated by dividing net
income by the weighted average number of common shares
outstanding, including treasury shares recorded as other
marketable securities, during the year. Diluted EPS adjusts
basic EPS for the effects of convertible securities, stock
options and other potentially dilutive financial instruments,
only in the periods in which such effect is dilutive.

Goodwill and Business
CombinationsAll business combinations
are accounted for as purchases. Under the purchase accounting
method, assets acquired and liabilities assumed are recorded at
fair value. The excess of the purchase price over the fair value
of net assets acquired, if any, is capitalized as goodwill and
amortized over the estimated period of benefit on a
straight-line basis. The amortization periods for goodwill range
from 7 to 40 years in our Media & Communications
businesses and from 20 to 40 years in our Environmental
Services businesses.

Prior to December 31, 1999, French GAAP
permitted certain significant acquisitions to be accounted for
as mergers. Under this method, assets and liabilities of the
acquired company were accounted for at historical cost. The
difference between the value of shares issued in the merger and
the value of net assets acquired was recorded as goodwill. For
acquisitions completed through the issuance of capital, a
portion of goodwill attributable to such proceeds was recorded
as a reduction of shareholders equity, up to the amount of
the related share premium.

Other Intangible
AssetsVivendi Universal has
significant acquired other intangible assets, including music
catalogs, artists contracts, music and audiovisual
publishing assets, film and television libraries, international
television networks, editorial resources and plates,
distribution networks, customer relationships, copyrights and
trademarks, among others. Acquired music catalogs, artists
contracts and music publishing assets are amortized over periods
ranging from 14 to 20 years, most other intangibles are
amortized over a 40-year period, on a straight-line basis.

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Property, Plant and
EquipmentProperty, plant and
equipment is carried at cost. Depreciation is computed using the
straight-line method based on the estimated useful lives of the
assets, generally 20-30 years for buildings and
3-15 years for equipment and machinery. Assets financed by
leasing contracts that include a purchase option (known in
France as credit-bail) are capitalized at the
present value of future minimum lease payments and amortized
over the shorter of the lease term or the estimated useful lives
of the assets. Amortization expense on assets acquired under
such leases is included in depreciation expense.

Valuation of Long-Lived
AssetsVivendi Universal reviews the
carrying value of long-lived assets, including goodwill and
other intangible assets, for impairment at least annually or
whenever facts, events or changes in circumstances, both
internally and externally, indicate that the carrying amount may
not be recoverable. Measurement of any impairment is based on
fair value. In 2001, following the recent market decline,
particularly in the Internet, media and telecommunications
industries, our annual review resulted in a non-cash,
non-recurring goodwill impairment charge of
12.9 billion
(12.6 billion
after
0.3 billion
minority interest related to Vivendi Environnement 
see Note 2).

InventoriesInventories are valued either on a first-in-first-out or a
weighted average cost basis and are stated at the lower of cost
or net realizable value.

Cash, Cash Equivalents and Marketable
SecuritiesCash and cash equivalents
consist of cash in banks and highly liquid investments with
original maturities of three months or less and are stated at
cost, which approximates fair value due to the short-term
maturity.

Marketable securities consist of other highly
liquid investments and Vivendi Universal treasury shares
acquired in open market transactions or in connection with stock
options granted to directors and employees. Vivendi Universal
treasury shares held for other reasons are recorded as a
reduction of shareholders equity. Marketable securities
are carried at cost and a valuation allowance is provided if the
fair value is less than the carrying value.

Derivative Financial
InstrumentsVivendi Universal uses
various derivative financial instruments that predominantly
qualify as hedges to manage its exposure to fluctuations in
interest rates, foreign currency exchange rates and investments
in equity and debt securities. These instruments include
interest rate and cross-currency swap agreements, forward
exchange contracts and interest rate caps. Interest rate swaps
and caps are used to manage net exposure to interest rate
changes related to borrowings and to lower overall borrowing
costs. Interest rate swaps that modify borrowings or designated
assets are accounted for on an accrual basis. Premiums paid for
interest rate caps are expensed as incurred. Cross-currency
swaps and forward exchange contracts are used to reduce earnings
and cash flow volatility associated with changes in foreign
exchange rates and to protect the value of existing foreign
currency assets and liabilities. Gains and losses arising from
the change in the fair value of currency instruments that
qualify for hedge accounting treatment are deferred until
related gains or losses on hedged items are realized. Other
derivative financial instruments are used by the Company to
hedge a part of public debt with principal repayment terms based
on the value of Vivendi Universal shares. These instruments
effectively modify the principal terms to a fixed amount and the
rates to floating rates. Any derivative financial instruments
that do not qualify as hedges for financial reporting purposes
are recorded at the lower of cost or fair value in other current
assets or liabilities and the profit or loss relating to the
periodic change in fair value is recorded as income or expense
in the current period.

Employee Benefit
PlansIn accordance with the laws and
practices of each country in which we operate, Vivendi Universal
participates in, or maintains, employee benefit plans providing
retirement pensions, postretirement health care and life
insurance and postemployment benefits, principally severance, to
eligible employees. Retirement pensions are provided for
substantially all of our employees through defined benefit or
defined contribution plans, which are integrated with local
social security and multi-employer plans. For defined benefit
plans, pension expense and plan contributions are determined by
independent actuaries using the projected unit cost method. This
method considers the probability of employees remaining with
Vivendi Universal until retirement, foreseeable changes in
future compensation and an appropriate discount rate for each
country in which we maintain a pension plan. This results in the
recognition of pension-related assets and liabilities and
related net expense over the estimated term of service of our
employees. Our funding policy is

F-12



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##### 



consistent with applicable government funding
requirements and regulations. Pension plans may be funded with
investments in various instruments such as insurance contracts
and equity and debt investment securities, but they do not hold
investments in Vivendi Universals shares. Contributions to
defined contribution and multi-employer plans are funded and
expensed currently. The costs of postretirement and
postemployment benefits are accrued based on actuarial studies.
There is no advance funding for these programs.


Stock Based
CompensationVivendi Universal
maintains stock option incentive plans that grant options on its
common shares to certain directors and employees. The purpose of
these stock option plans is to align the interest of management
with the interest of shareholders by providing an additional
incentive to improve company performance and increase share
price on a long-term basis. Shareholders equity is
credited for the cumulative strike price to reflect the issuance
of shares upon the exercise of options. Treasury shares held to
fulfill obligations under stock options granted are recorded as
marketable securities and are carried at the lower of their
historical cost or fair value. Vivendi Universal recognizes any
resulting holding gain or loss in the period that the shares are
sold to the plan.

Vivendi Universal also maintains employee stock
purchase plans that allow substantially all its full-time
employees and those of certain of its subsidiaries to purchase
shares of Vivendi Universal. Shares purchased by employees under
these plans are subject to certain restrictions over their sale
or transfer.

Changes in Accounting Principles and
Financial Statement Presentation

In 2001, Vivendi Universal adopted the following
new accounting principles and financial statement presentation
in order to more closely align their accounting policies to US
GAAP, where permitted under French GAAP, and improve
comparability between French and US GAAP reporting standards:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | As permitted by Regulation 99.02 (§41),
    Vivendi Universal has elected to present its Consolidated
    Statement of Income in a format that classifies income and
    expenses by function rather than by nature, which was the format
    previously presented. For our subsidiary, Vivendi Environnement,
    revenues now include operating subsidies and exclude revenues
    related to construction for internal use assets.The
    effect of this change was to reduce Vivendi Environnements
    revenues by
    218 million
    in the restated 2000 Consolidated Statement of Income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | The definition of exceptional items has been
    restricted to include only material items of an unusual nature
    that arise from events or transactions outside the ordinary
    course of business and which are not expected to recur. For
    Vivendi Universal, exceptional items include, gains and losses
    on the disposal of businesses. Exceptional items are presented
    as a separate component in the Consolidated Statement of Income
    after operating income and financial expenses but before income
    taxes. Prior to 2001, Vivendi Universal had a broader definition
    of exceptional items, including restructuring costs, plant
    dismantling and closure costs and the effect of guarantees given
    when exercised, among others. These items are now included as a
    component of operating income or net financial expenses. A
    restated 2000 Consolidated Statement of Income has been
    presented in order to facilitate comparability and give effect
    to this change, which increased net exceptional income by
    865 million,
    reduced operating income by
    748 million,
    increased net financial expenses by
    129 million
    and reduced income tax expense by
    12 million.

Reclassifications Certain reclassifications have
been made to the prior years financial information to
conform to the 2001 presentation.

Note 2 Acquisitions and
Dispositions

Merger of Vivendi, Seagram and Canal
Plus

On December 8, 2000, Vivendi, Seagram and
Canal Plus completed a series of transactions in which the three
companies combined to create Vivendi Universal. The terms of the
Merger Transactions included:



| |   |                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Vivendis combination, through its
    subsidiaries, with Seagram in accordance with a plan of
    arrangement under Canadian law, in which holders of Seagram
    common shares (other than those exercising

F-13



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##### 



| |   |                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | dissenters rights) received 0.80 Vivendi
    Universal American Depositary Shares (ADSs), or a combination of
    0.80 non-voting exchangeable shares of Vivendi Universals
    wholly owned Canadian subsidiary Vivendi Universal Exchangeco
    (exchangeable shares) and an equal number of related voting
    rights in Vivendi Universal, for each Seagram common share held;
|
| |  | Vivendi Universals merger with Canal Plus,
    in which Canal Plus shareholders received two Vivendi Universal
    ordinary shares for each Canal Plus ordinary share they held and
    kept their existing shares in Canal Plus, which retained the
    French premium pay television channel business;                                                                           
|
| |  | Vivendi accounted for the Merger Transactions
    with Seagram and Canal Plus using the purchase method of
    accounting for business combinations.                                                                                                                                                                                                                                

Seagram

Seagram was acquired for an aggregate cost of
32,565 million,
consisting of the issuance of approximately 356.1 million
common shares valued at
91.45 per share.
The value of the shares issued was determined based on the
average market price of Vivendis common shares over the
five day period before and after the final terms of the
acquisition were announced, which was on July 4, 2000.

Allocation of Purchase Price At the time of the Merger
Transactions, Vivendi Universal recorded each asset acquired and
liability assumed at its estimated fair value. This preliminary
purchase price study has been reviewed and adjusted when
appraisals or other valuation data were obtained within the
one-year period from the completion of the Merger Transactions.
Subsequent to the recording of the preliminary purchase price
allocation, adjustments were made in respect of the value of the
investment in USA Networks, deferred taxes, and the completion
of a trademark valuation study. The excess of the total
consideration paid over the fair value of the tangible and
intangible assets acquired less liabilities assumed was recorded
as goodwill, which is amortized on a straight-line basis over a
40-year period. Acquired film library, music catalogs,
artists contracts and music publishing assets are
amortized over periods ranging from 14 to 20 years. Other
intangible assets are amortized over a 40-year period, on a
straight-line basis.

The following table shows the final allocation of
the purchase price to the fair values of assets and liabilities
recorded, adjusted in order to reflect the changes in fair
values of assets and liabilities recorded in the preliminary
allocation of the purchase price in December 2000.

|                                                                  |  |                        |         |  
|----------------------------------------------------------------- |  | ---------------------- | ------- | -
|                                                                  |  | Seagram               
|                                                                  |  |                       
|                                                                  |  | (In millions of euros)
|Accounts receivable, net                                          |  |                       | 2,721   |  
|Film library, music catalogs, artists
    contracts and advances |  |                        | 7,781   |  
|Trade names                                                       |  |                        | 1,600   |  
|Goodwill                                                          |  |                        | 25,859  |  
|Investment in USA Networks                                        |  |                        | 6,940   |  
|Spirits and wine assets held for sale                             |  |                        | 8,693   |  
|Other assets                                                      |  |                        | 7,383   |  
|Accrued expenses and other current liabilities                    |  |                        | (3,680  | )
|Royalties payable and participations                              |  |                        | (3,181  | )
|Other non-current liabilities                                     |  |                        | (2,700  | )
|Minority interest                                                 |  |                        | (2,275  | )
|Deferred income tax liability                                     |  |                        | (7,840  | )
|Cash acquired                                                     |  |                        | 1,288   |  
|Debt assumed                                                      |  |                        | (10,024 | )
|                                                                  |  |                        |         |  
|Purchase price                                                    |  |                       | 32,565  |  
|                                                                  |  |                        |         |  

F-14



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##### 



Non-current liabilities include approximately
800 million
of pre-acquisition contingencies, obligations and commitments
arising from the acquisition of Seagram. Included are provisions
for legal claims which were contingent as of the date of the
acquisition and contractual creative commitments where past
history, current market trends and future expectations do not
anticipate recovery of the contractual obligations from future
earnings. Non-current liabilities also include an accrual for
exit activities of
400 million
for closure and consolidation of operations. In connection with
the integration of Vivendi, Seagram and Canal Plus, management
developed a formal exit activity plan that was committed to by
management and communicated to employees at the time the merger
was consummated. The accrual for exit activities consists
principally of relocation and severance costs, facility
elimination costs, including leasehold termination payments and
incremental facility closure costs and contract terminations,
related to the acquired companies. In 2001, cash payments made
on the settlement of pre-acquisition contingencies, obligations
and commitments and exit activities approximated
600 million.

Disposal of Seagrams Spirits and Wine
Business In connection
with the Merger Transactions, on December 19, 2000, Vivendi
Universal entered into an agreement with Diageo and Pernod
Ricard to sell its spirits and wine business. The sale closed on
December 21, 2001 and Vivendi Universal received
approximately US$8.1 billion in cash, an amount that
resulted in after-tax proceeds of approximately
US$7.7 billion. The spirits and wine business generated
revenues of
5 billion
and operating income of
0.8 billion
in 2001. Prior to its sale, Vivendi Universal accounted for the
spirits and wine business as an investment held for sale on the
balance sheet, and net income of the spirits and wine business
in 2001 effectively reduced goodwill associated with the Seagram
acquisition. No gain was recognized upon the ultimate sale of
the spirits and wine business.

Canal Plus

Canal Plus was acquired for an aggregate cost of
12,537 million,
consisting of the issuance of approximately 130.6 million
ordinary shares valued at
94.88 per share,
and the cost induced by the conversion of stock options plans of
Canal Plus. The value of the shares issued was determined based
on the average market price of Vivendis ordinary shares
over the five day period before and after the final terms of the
acquisition were announced, which was on June 20, 2000.

At the time the step acquisition was made,
Vivendi Universal recorded each asset acquired and each
liability assumed at its estimated fair value. The excess of the
total consideration paid for the acquired company over the fair
value of the tangible and intangible assets acquired less
liabilities assumed was recorded as goodwill. As a result of the
acquisition of Canal Plus, Vivendi Universal recorded
approximately
12,544 million
as goodwill, which is amortized on a straight-line basis over a
40-year period. Prior to the Merger Transactions, Vivendi
acquired control of Canal Plus in September 1999, through the
acquisition of an additional 15% of the outstanding shares for
approximately
1.4 billion.
Goodwill of
1,159 million
arising in connection with the acquisition was recorded as a
reduction of shareholders equity, as a charge to issue
premiums in connection with the capital increases used in part
to finance the acquisition. The acquisition increased
Vivendis ownership percentage from 34% at
December 31, 1998 to 49% at December 31, 1999.

Purchase of Interest in Maroc
Telecom

In the course of the partial privatization of
Maroc Telecom, Vivendi Universal was chosen to be a strategic
partner in the purchase of an interest in Moroccos
national telecommunications operator for approximately
2.4 billion. The
transaction was finalized in April 2001, at which time Maroc
Telecom began to be consolidated in the accounts of Vivendi
Universal, as we obtained control through majority board
representation and share voting rights.

Acquisition of Houghton Mifflin
Company

In July 2001, Vivendi Universal acquired the
Houghton Mifflin Company (Houghton Mifflin), a leading
US educational publisher, for a total of approximately
US$2.2 billion, including assumption of Houghton
Mifflins average net debt of approximately
US$500 million.

F-15



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##### 



Acquisition of MP3.com, Inc.

On August 28, 2001, Vivendi Universal
completed its acquisition of MP3.com, Inc. (MP3.com) for
approximately US$400 million or US$5 per share in a
combined cash and stock transaction.

The details of the purchase of the interest in
Maroc Telecom and acquisitions of Houghton Mifflin and MP3.com,
based on preliminary purchase price allocations, are as follows.
Final allocations of the purchase price is not expected to
differ significantly from the following, however, final purchase
price allocations are dependent upon the completion of asset
valuation studies at Maroc Telecom.

|                                  |  |                        |       |                  |  |         |       |  |  |   |     | 
|--------------------------------- |  | ---------------------- | ----- | ---------------- |  | ------- | ----- |  |  | - | --- | 
|                                  |  | Maroc Telecom          |       | Houghton Mifflin |  | MP3.com
|                                  |  |                        |       |                  |  |        
|                                  |  |                       
|                                  |  | (In millions of euros)
|Fair value of net assets acquired |  |                       | 341   |                  |  |        | 600   |  |  |  | 11  | 
|Goodwill recorded as an asset     |  |                        | 2,077 |                  |  |         | 1,454 |  |  |   | 443 | 
|                                  |  |                        |       |                  |  |         |       |  |  |   |     | 
|Purchase price                    |  |                       | 2,418 |                  |  |        | 2,054 |  |  |  | 454 | 
|                                  |  |                        |       |                  |  |         |       |  |  |   |     | 

Goodwill on the Maroc Telecom and Houghton
Mifflin transactions is being amortized on a straight-line basis
over 40 years. Goodwill on the MP3.com transaction is being
amortized on a straight-line basis over 7 years.

Disposition of Sithe

In December 2000, Vivendi Universal, along with
other shareholders of Sithe Energies, Inc. (Sithe), finalized
the sale of a 49.9% stake in Sithe to Exelon (Fossil) Holdings,
Inc. (Exelon) for approximately US$696 million. The net
proceeds of the transaction to Vivendi Universal were
approximately US$475 million. Following the transaction, Exelon
is the controlling shareholder of Sithe; Vivendi Universal
retains an interest of approximately 34%. For a period of three
years beginning in December 2002, Vivendi Universal can put to
Exelon, or Exelon can call from Vivendi Universal, Vivendi
Universals remaining interest. As a result of the
transaction, Vivendi Universal ceased to consolidate
Sithes results of operations for accounting purposes
effective December 31, 2000. In April 2000, Sithe sold 21
independent power production plants to Reliant Energy Power
Generation for
2.13 billion
This transaction generated a capital gain of
415 million.

Disposition of Interest in France
Loisirs

In July 2001, Vivendi Universal sold its interest
in France Loisirs to Bertelsmann. Proceeds from the sale
approximated
153 million,
generating a capital loss of
1 million.

Pro Forma Financial Information

As the transactions discussed above have
realigned our businesses and impacted the comparability of our
financial statements, we have presented below unaudited
condensed pro forma income statement data for 2001 and 2000,
which illustrates the effect of the merger between Vivendi,
Seagram and Canal Plus, the acquisitions of Maroc Telecom,
Houghton Mifflin and MP3.com and the disposition of certain
interests in Sithe and France Loisirs as if the transactions had
occurred at the beginning of 2000. The pro forma information is
calculated as a simple sum of the actual results of Vivendi
Universals businesses with the actual results reported by
each of the acquired or disposed businesses in each year
presented and include no other adjustments. We believe that pro
forma results represent meaningful comparative information for
assessing earnings trends because the pro forma results include
comparable operations in each year presented. The pro forma
information is not necessarily indicative of the combined
results of operations of Vivendi Universal that would have
occurred if the transactions had occurred on the date previously
indicated, nor is it necessarily indicative of future operating
results of Vivendi Universal.

F-16



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##### 



|                 |  |                        |        |      |  |   |        | 
|---------------- |  | ---------------------- | ------ | ---- |  | - | ------ | 
|                 |  |                       
|                 |  | Years Ended           
|                 |  | December 31,          
|                 |  |                       
|                 |  | 2001                   |        | 2000
|                 |  |                        |        |     
|                 |  |                       
|                 |  | (In millions of euros)
|Revenue          |  |                       | 58,189 |      |  |  | 53,051 | 
|Operating income |  |                       | 3,841  |      |  |  | 2,606  | 

Other Acquisitions and Dispositions

Other acquisitions and dispositions in 2001
included:

Disposal of Investment in
BSkyB To comply with
requirements imposed on Vivendi Universal by the European
Commission in connection with the Merger Transactions, Vivendi
Universal transferred 96% (400.6 million shares) of its
investment in British Sky Broadcastings (BSkyB) ordinary
shares to two newly formed special purpose entities (the QSPEs)
in October 2001. The QSPEs were designed to be qualifying
special purpose entities under SFAS 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities, a replacement of FASB Statement 125. Vivendi
Universal transferred those BSkyB ordinary shares and
81 million
of money market securities to the QSPEs in exchange for a total
of
4 billion
and all of the QSPEs ordinary shares. Vivendi Universal
did not receive any other amounts from the QSPEs during 2001.
The QSPEs activities are limited to these transactions and
the related matters described in the following paragraphs.

Vivendi Universals sale of the BSkyB
ordinary shares to the QSPEs resulted in the irrevocable and
definitive forfeiture of all voting rights relating to the
QSPEs BSkyB ordinary shares while those shares are held by
the QSPEs, and Vivendi Universals irrevocable transfer of
ownership and control of those BSkyB ordinary shares to the
QSPEs, which cannot, under any circumstances, revert to Vivendi
Universal. BSkyB Holding, a Vivendi Universal subsidiary, also
irrevocably lost the BSkyB directorship it held immediately
following the Merger Transactions in accordance with the
European Commissions directives issued in connection with
the approval of the Merger Transactions.

The QSPEs generated the
4 billion
they paid to Vivendi Universal in 2001 by issuing
4 billion
of their exchangeable bonds to a financial institution. Those
exchangeable bonds, which mature in October 2005 and have a
coupon of 0.5%, can be exchanged, at their holders option,
on or after October 2002, for cash or 400.6 million BSkyB
ordinary shares. If the QSPEs bonds are redeemed for cash,
the QSPEs are to generate that cash by selling their BSkyB
shares following specified procedures, to parties other than
Vivendi Universal and its affiliates. The QSPEs
exchangeable bonds are not entitled to any cash dividends the
QSPEs may receive on their BSkyB shares. The QSPEs money
market securities are to be used to pay interest on the
QSPEs exchangeable bonds. The QSPEs ordinary shares
are entitled to all QSPE proceeds not allocable to the
QSPEs exchangeable debt.

Vivendi Universal transferred the BSkyB ordinary
shares to the QSPEs to enable Vivendi Universal to comply with
the European Commissions requirement, imposed in October
2000 as a condition for approval of the Merger Transactions,
that Vivendi Universal dispose of all of its BSkyB ordinary
shares by the end of 2002. Vivendi Universal believes its
transfer of the BSkyB shares to the QSPEs, together with the
total rate of return swap described below, will allow Vivendi
Universal to realize proceeds from the ultimate placement of the
QSPEs BSkyB ordinary shares in the market over an extended
period of time, enabling Vivendi Universal to avoid receiving
the lesser proceeds that Vivendi Universal believes it would
have received if it had placed all of its BSkyB ordinary shares
in the market in 2002, as Vivendi Universal believed
BSkyBs share price had been depressed by market
expectations that Vivendi Universal would place all of its BSkyB
ordinary shares in the market in 2002.

Concurrent with Vivendi Universals transfer
of the BSkyB shares to the QSPEs, Vivendi Universal entered into
a total rate of return swap with the financial institution that
purchased the QSPEs exchangeable bonds. The total rate of
return swap provided Vivendi Universal with an 89% to 90%
subordinated economic interest in 400.6 million BSkyB
ordinary shares until October 2005, in exchange for Vivendi
Universals obligation to make quarterly payments to the
financial institution of Libor plus 60 basis points on the
swaps notional amount. Vivendi Universals ultimate
payments and/or receipts upon the total rate of return swap
settlement are based on the financial institutions actual
or hypothetical disposition of the BSkyB ordinary

F-17



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##### 



shares covered by the swap, after deducting the
financial institutions disposition costs relating to the
BSkyB ordinary shares covered by the swap. Vivendi
Universals rights to receive payments under the total rate
of return swap are obligations of the financial institution, and
are not secured by any BSkyB shares or by the QSPEs
exchangeable debt. The swap can be terminated before maturity,
by mutual agreement of Vivendi Universal and the financial
institution, at prices to be agreed by those parties. At
inception, the total rate of return swap had a notional amount
of £2.5 billion (approximately
4 billion),
and no fair market value.


The total rate of return swap has a reset
mechanism by which, at the end of every calendar quarter and on
each trigger date (any date on which BSkyBs ordinary share
price changes by more than 10% since the most recent quarter-end
or trigger date), Vivendi Universals exposure under the
swap resets, and is to be settled (subject to the limitations
described in the next paragraph) at market, so Vivendi
Universals interest in the swap resets to the first 89% of
future change in the value of the BSkyB ordinary shares then
covered by the swap. Vivendi Universal is also obligated to pay
the financial institutions costs of selling the related
BSkyB ordinary shares upon full or partial swap termination.

The total rate of return swap provides that if
BSkyBs ordinary share price falls below 629 pence per
share (BSkyBs ordinary share price at date of transfer),
Vivendi Universal is to pay the difference to the financial
institution at the end of the calendar quarter or immediately,
if the share price falls by more than 10% since the later of the
last quarter-end or the last reset date. That amount is to be
repaid to Vivendi Universal if BSkyBs ordinary share price
subsequently increases while those BSkyB ordinary shares are
covered by the swap. If BSkyBs ordinary share price
increases above 629 pence per share, the total rate of return
swap provides that the difference on the BSkyB ordinary shares
then covered by the swap is to be posted to a deferred account
by the financial institution, until the total rate of return
swap matures or is terminated, at which time the balance in the
deferred account is to be released to Vivendi Universal. If the
BSkyB price declines after amounts have been posted to the
deferred account, the deferred account is to be reduced to the
extent of the decline.

As described below, the swap was partially
terminated through a reduction in its notional amount in
December 2001. The swaps 89% reset did not change as a
result of that partial termination, and continues to be computed
relative to 400.6 million BSkyB ordinary shares.

The European Commission designated an independent
expert to examine Vivendi Universals BSkyB related
transactions. Based on the experts findings, the European
Commission concluded that Vivendi Universals October 2001
BSkyB share transfer to the QSPEs and Vivendi Universals
related total rate of return swap, complied with the
requirements the European Commission imposed on Vivendi
Universal in October 2000. The independent expert, acting on
behalf of the European Commission, is to continue to monitor
Vivendi Universals October 2000 commitments related to
these transactions until their conclusion.

In December 2001, the financial institution that
is Vivendi Universals counterparty under the total rate of
return swap issued share certificates that must be redeemed by
the financial institution for a total of 150 million BSkyB
ordinary shares. Those share certificates entitle their holders
to receive any dividends paid on BSkyBs ordinary shares
while those certificates are outstanding. At the same time,
Vivendi Universal and the financial institution reduced the
notional amount of the total rate of return swap by
150 million BSkyB ordinary shares, which were settled at
700 pence per share (which represented a discount of
approximately 7% from the BSkyB share price on that date),
before Vivendi Universals payment of related costs (see
Note 9 to our consolidated financial statements). Such a
discount is not reflected in Vivendi Universals
US GAAP fair value measurement of the total rate of return
swap on 250.6 million BSkyB shares at December 31,
2001, as described in Note 14 to our consolidated financial
statements.

In connection with the issuance of the share
certificates described in the preceding paragraph, Vivendi
Universal indemnified the financial institution for amounts the
financial institution is required to deliver to holders of those
share certificates that the financial institution does not
receive as holder of the QSPEs exchangeable debt. Vivendi
Universal believes any distributions it might be required to
make under this indemnification, which would most likely be the
result of the commencement of dividend payments by BSkyB on its
ordinary shares, would be offset by Vivendi Universals
receipt, as the QSPEs ordinary shareholder, of dividends
received by the QSPEs on their BSkyB ordinary shares.

F-18



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As described in Note 14 to our consolidated
    financial statements, for French GAAP purposes, Vivendi
    Universal accounted for its transfer of BSkyB ordinary shares
    and money market securities to the QSPEs as a borrowing during
    2001, and recognized a pre-tax gain of
    1.1 billion
    (before fees) upon the partial termination of the total rate of
    return swap in December 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | As described in Note 14 to our consolidated
    financial statements, for US GAAP purposes, Vivendi
    Universal accounted for its transfer of BSkyB shares to the
    QSPEs as a sale that resulted in recognition of
    1.15 billion
    of pre-tax profit in 2001, and for the total rate of return swap
    as a mark-to-market derivative instrument that resulted in
    realized and unrealized pre-tax profits (before fees) in 2001 of
    175 million
    and
    523 million,
    respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | The 14.9 million BSkyB ordinary shares held
    by Vivendi Universal at December 31, 2001 that were not
    transferred to the QSPEs in October 2001 were held by a UK
    trustee for Pathés 3% exchangeable bonds. In February
    2002, Vivendi Universal exercised Pathés option to
    redeem those bonds on March 6, 2002, for 100% of principal
    plus accrued interest. Holders of those bonds were entitled to
    convert them into 188.5236 shares of BSkyB per 10,000 French
    franc bond principal through February 26, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | The BSkyB total rate of return swap was settled
    in May 2002 (see Note 13 to our consolidated financial
    statements).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | Disposition of AOL
    France In March 2001,
    Vivendi Universal announced the conclusion of a deal with
    America Online, Inc., a subsidiary of the AOL Time Warner Group,
    under which Cegetel and CANAL+ Group swapped their interest in
    the AOL France joint-venture for AOL Europe shares. Both groups
    also signed distribution and marketing agreements. Cegetel and
    CANAL+ Group thus swapped their 55% share of AOL France for
    junior preferred shares of AOL Europe valued at
    US$725 million and paying a 6% annual dividend. These
    preferred shares were sold, in late June 2001, to an unrelated
    financial company for a price corresponding to their present
    value marked up by their coupon value, or a total of
    US$719 million. If this investment was consolidated, an
    asset representing the junior preferred shares and a liability
    representing the corresponding debt would be recorded in the
    consolidated financial statements in the amount of
    US$725 million. This transaction generated a net capital
    gain of
    402 million.
|
| | CANAL+ Groups Sale of its Stake in
    Eurosport On
    January 31, 2001, CANAL+ Group announced that it had sold
    its 49.5% interest in European sports channel Eurosport
    International and its 39% interest in Eurosport France to TF1.
    Proceeds from the sale amounted to
    303 million
    for CANAL+ Group and
    345 million
    for Vivendi Universal, as its subsidiary Havas Image also sold
    its interest in Eurosport France. CANAL+ Group will remain a
    distribution channel for Eurosport. CANAL+ Group had acquired
    its interest in Eurosport International and Eurosport France
    from ESPN in May 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Sale of Stake in Havas
    Advertising In June 2001,
    Vivendi Universal sold its remaining 9.9% interest in Havas
    Advertising, the worlds fifth largest advertising and
    communications consulting group, to institutional investors and
    Havas Advertising itself. The
    484 million
    transaction, conducted with the approval of Havas Advertising
    management, generated pre-tax capital gains of
    125 million.
    In December 2001, Vivendi Universal sold the rights to the
    Havas name to Havas Advertising for approximately of
    4.6 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | Acquisition of Uproar
    Inc. In February 2001,
    Flipside Inc., a subsidiary of Vivendi Universals
    Publishing (VUP) business, and Uproar Inc., a leading
    interactive entertainment company, announced that they had
    entered into a definitive merger agreement pursuant to which
    Flipside would acquire all of Uproars outstanding stock
    for US$3 per share, or a total consideration of
    US$128 million. The transaction has made the combined
    entity an international leader in Web-based interactive gaming.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | Participation in
    Elektrim In September
    2001, Elektrim Telekomunikacja (Telco), in which Vivendi
    Universal has a 49% interest, acquired all Elektrim S.A.s
    landline telecommunications and Internet assets. Vivendi
    Universal loaned to Telco
    485 million,
    at arms length conditions, to provide them with the necessary
    funds for the acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | Acquisition of
    EMusic.com On
    April 6, 2001, Vivendi Universal entered into an agreement
    to acquire all of the outstanding shares of EMusic.com Inc.
    pursuant to a cash tender offer of US$0.57 per share. The net
    purchase price approximated US$24 million. The acquisition
    was completed on June 14, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-19



---



##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | UPC
    Alliance In August 2001,
    CANAL+ Group and UPC (United Pan-Europe Communications N.V.)
    agreed to merge their respective Polish satellite TV platforms
    Cyfra+ and Wizja TV as well as the CANAL+ Polska premium
    channel, to form a common Polish digital TV platform. The new
    company (TKP) will be managed and controlled by CANAL+ Group,
    who will own 75% of TKP. UPC will contribute its Polish
    satellite assets to TKP in exchange for a 25% interest and
    150 million
    in cash. As part of this transaction, CANAL+ Polska will also be
    available on UPCs Polish cable network, in which UPC will
    retain 100% control. The agreement was finalized in December
    2001 after having received regulatory approval. TKP was
    consolidated in the accounts of Vivendi Universal at
    December 31, 2001.                                                                                                 
|
| | Sale of 9.3% Interest in Vivendi
    Environnement In December
    2001, Vivendi Universal sold 32.4 million shares or a 9.3%
    interest in Vivendi Environnement for approximately
    38 per share or
    total proceeds of
    1.2 billion,
    generating pre-tax capital gains of
    116 million
    (net of
    10 million
    fees). The 9.3% interest sold had been held separately as it was
    allocated to exchangeable bonds issued in February 2001. At the
    same time, Vivendi Environnement agreed to issue one free
    warrant for each share held to its shareholders, with every
    seven warrants giving holders the right to a new share of
    Vivendi Environnement at
    55 per share
    until March 2006. These transactions did not modify Vivendi
    Universals 63% consolidated interest in Vivendi
    Environnement as the warrant issue replaces the shares sold that
    were allocated to the exchangeable bonds.

Other acquisitions and dispositions in 2000
included:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Disposition of Non-Core Construction and Real
    Estate Businesses In order
    to facilitate our withdrawal from our non-core construction and
    real estate businesses, we restructured Compagnie
    Générale dImmobilier et de Services (CGIS), our
    wholly owned real estate subsidiary, into two principal groups
    of companies: Nexity and Vivendi Valorisation. In July 2000, we
    sold 100% of Nexity to a group of investors and to Nexitys
    senior management for
    42 million,
    an amount that approximated book value of these operations.
    Vivendi Valorisation holds our remaining property assets, which
    consist primarily of investments arising out of past property
    development projects. These assets are managed by Nexity pending
    their sale. In February 2000, we reduced our interest in Vinci
    (Europes leading construction company) from 49.3% to
    16.9%, receiving in exchange
    572 million,
    which resulted in a capital gain of approximately
    374 million.
    Subsequently, Vinci merged with the construction company, Groupe
    GTM, which reduced our interest in the combined entity to 8.67%.
    As a result of these transactions we ceased to consolidate
    Vincis results effective July 1, 2000.
|
| | Telecoms and Internet
    Acquisitions Additionally,
    in January 2000, Vivendi Telecom International (VTI) a wholly
    owned direct subsidiary of Vivendi Universal acquired 100% of
    the outstanding shares of United Telecom International (UTI), a
    Hungarian telecommunications company for
    130 million,
    including
    123 million
    of goodwill, which is being amortized on a straight line basis
    over 20 years. In March 2000, Vivendi Universal acquired
    100% of I-France for
    149 million,
    including
    146 million
    of goodwill. In April and July 2000, Vivendi Universal acquired
    22.4% of Scoot.com PLC for
    443 million,
    including
    359 million
    of goodwill. The goodwill arising from these transactions is
    being amortized on a straight line basis over 7 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Other acquisitions in 1999 included:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | US
    Filter In April 1999,
    Vivendi Universal acquired 100% of the outstanding shares of US
    Filter (United States Filter Corporation), a US based water
    treatment and equipment manufacturing company, for
    5,801 million
    cash, financed through the issuance of Vivendi Universal bonds
    and common shares. Goodwill arising in connection with the
    acquisition totaled
    4,577 million,
    of which
    2,776 million
    was recorded as a reduction of shareholders equity as a
    charge to issue premiums in connection with the capital
    increases used in part to finance the acquisition. The remaining
    1,801 million
    was recorded as an asset, which is being amortized on a
    straight-line basis over 40 years.
|
| | Havas
    Interactive In January
    1999, Vivendi Universal acquired 100% of the outstanding shares
    of Cendant Software (renamed Havas Interactive), a US based
    software company, for
    678 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-20



---



##### 



| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | Goodwill of
    282 million
    was recorded as an asset, which is being amortized on a
    straight-line basis over 10 years.

Impairment of Goodwill

Vivendi Universal reviews the carrying value of
long-lived assets, including goodwill and other intangible
assets, for impairment at least annually or whenever facts,
events or changes in circumstances, both internally and
externally, indicate that the carrying amount may not be
recoverable. Measurement of any impairment is based on fair
value. In 2001, following the recent market decline,
particularly in the Internet, media and telecommunications
industries, our annual review resulted in a non-cash,
non-recurring goodwill impairment charge of
12.9 billion
(12.6 billion
after
0.3 billion
minority interest related to Vivendi Environnement). The charge
was comprised of
6 billion
for CANAL+ Group,
3.1 billion
for UMG,
1.3 billion
for USG,
1.3 billion
for international Telecoms businesses,
0.6 billion
for Vivendi Environnement (net of
0.3 billion
minority interest) and
0.3 billion
for Internet businesses. Of the total charge,
12.1 billion
related to consolidated subsidiaries and
0.8 billion
related to investments accounted for using the equity method.
The charge is expected to benefit future results by reducing
recurring goodwill amortization by approximately
340 million
related to Media & Communications businesses.

As permitted under French GAAP, a portion of
goodwill arising from acquisitions paid for in equity securities
was originally recorded as a reduction of shareholders
equity, up to the amount of the related share premium. The
impairment charge does not reflect any theoretical
impairment of goodwill originally recorded as a reduction of
shareholders equity. Upon the recommendation of the COB,
Vivendi Universal determined the total goodwill impairment based
on total goodwill, including the portion recorded as a reduction
of shareholders equity, adjusted for accumulated goodwill
amortization recorded since the acquisition. The total goodwill
impairment was
15.2 billion,
comprised of the
12.9 billion
goodwill impairment charge discussed above, which corresponds
the proportion of goodwill originally recorded as an asset and a
theoretical impairment, corresponding to the portion
of goodwill originally recorded as a reduction of
shareholders equity of
2.3 billion
(1.7 billion
after
0.6 billion
minority interest related to Vivendi Environnement), of which
1.6 billion
related to Vivendi Environnement and
0.7 billion
related to CANAL+ Group. The theoretical impairment
of goodwill has no income statement impact.

The theoretical impairment related to
Vivendi Environnement, results from a portion of the goodwill
arising from their acquisition of US Filter being recorded as a
reduction of shareholders equity in 1999. Vivendi
Environnement, in its own consolidated financial statements,
reversed the portion of US Filter goodwill originally
recorded as a reduction of shareholders equity by a net
amount of
2 billion,
thereby increasing goodwill.

Additionally in 2001, impairment of other
long-term assets resulted in an approximate write-down of
1 billion,
including
0.3 billion
related to Scoot.com plc recorded in June 2001.

F-21



---



##### 



Note 3 Investments

Vivendi Universals investments consist of:

|                                                        |                                                   |                        |        |       |  |   |        |       | 
|------------------------------------------------------- | ------------------------------------------------- | ---------------------- | ------ | ----- |  | - | ------ | ----- | 
|                                                        |                                                   |                       
|                                                        |                                                   | December 31,          
|                                                        |                                                   |                       
|                                                        |                                                   | 2001                   |        | 2000 
|                                                        |                                                   |                        |        |      
|                                                        |                                                   |                       
|                                                        |                                                   | (In millions of euros)
|Investments accounted for using the equity method       |                                                   |                       | 9,176  |       |  |  | 9,177  |      
|Seagrams spirits and wine net assets held
    for sale |                                                   |                        |       |       |  |   | 8,759  |      
|Other investments:                                      |                                                   |                        |        |       |  |   |        |      
|                                                        | Investments accounted for using the cost method   |                        |        | 1,150 |  |   |        | 1,000 | 
|                                                        | Portfolio investments  marketable
    securities |                        |        | 1,814 |  |   |        | 3,264 | 
|                                                        | Portfolio investments  other                     |                        |        | 2,619 |  |   |        | 3,078 | 
|                                                        |                                                   |                        |        |       |  |   |        |      
|                                                        |                                                   |                        | 5,583  |       |  |   | 7,342  |      
|                                                        |                                                   |                        |        |       |  |   |        |      
|                                                        |                                                   |                       | 14,759 |       |  |  | 25,278 |      
|                                                        |                                                   |                        |        |       |  |   |        |      

Investments Accounted for Using the Equity
Method

The following table summarizes information about
equity method investments:

|                                             |  |  |        |              |  |                 |       |                        |  |      |       |      |  |      |       |      |  |   |       |   |  |   |      |   |  |   |      |   |  |   |     |  
|-------------------------------------------- |  |  | ------ | ------------ |  | --------------- | ----- | ---------------------- |  | ---- | ----- | ---- |  | ---- | ----- | ---- |  | - | ----- | - |  | - | ---- | - |  | - | ---- | - |  | - | --- | -
|                                             |  |  |        |             
|                                             |  |  |        | December 31,
|                                             |  |  |        |             
|                                             |  |  |        |              |  |                 |       |                       
|                                             |  |  |        |              |  | Proportionate   |       | Proportionate share of
|                                             |  |  |        | Interest     |  | share of equity |       | net income (loss)     
|                                             |  |  |        |              |  |                 |       |                       
|                                             |  |  |        | 2001         |  | 2000            |       | 2001                   |  | 2000 |       | 2001 |  | 2000 |       | 1999
|                                             |  |  |        |              |  |                 |       |                        |  |      |       |      |  |      |       |     
|                                             |  |  |        |              |  |                 |       |                       
|                                             |  |  |        |              |  |                 |       | (In millions of euros)
|USANi LLC                                    |  |  | (1)    |              |  |                 | 47.9% |                        |  |      | 48.6% |      |  |     | 6,669 |      |  |  | 5,310 |   |  |  | 144  |   |  |  |     |   |  |  |    |  
|UC Development Partners                      |  |  | (1)    |              |  |                 | 50.0% |                        |  |      | 50.0% |      |  |      | 364   |      |  |   | 396   |   |  |   | (46  | ) |  |   |     |   |  |   |    |  
|Sundance Channels                            |  |  | (1)(2) |              |  |                 | 10.0% |                        |  |      | 10.0% |      |  |      | 185   |      |  |   | 70    |   |  |   |     |   |  |   |     |   |  |   |    |  
|Universal Studios Florida                    |  |  | (1)    |              |  |                 | 50.0% |                        |  |      | 50.0% |      |  |      | 168   |      |  |   | 142   |   |  |   | 5    |   |  |   |     |   |  |   |    |  
|Universal Mediterranea                       |  |  | (1)    |              |  |                 | 37.0% |                        |  |      | 37.0% |      |  |      | 101   |      |  |   | 96    |   |  |   | (2   | ) |  |   |     |   |  |   |    |  
|Universal Studios Japan                      |  |  | (1)    |              |  |                 | 24.0% |                        |  |      | 24.0% |      |  |      | 85    |      |  |   | 70    |   |  |   | 25   |   |  |   |     |   |  |   |    |  
|UGC                                          |  |  |        |              |  |                 | 39.3% |                        |  |      | 39.3% |      |  |      | 83    |      |  |   | 73    |   |  |   | 7    |   |  |   | (2   | ) |  |   |    |  
|UGC Ciné cité                                |  |  | (3)    |              |  |                 | 15.6% |                        |  |      | 16.9% |      |  |      | 69    |      |  |   | 64    |   |  |   | 1    |   |  |   | (3   | ) |  |   |    |  
|Canal Digital                                |  |  |        |              |  |                 | 50.0% |                        |  |      | 50.0% |      |  |      | (36   | )    |  |   | (23   | ) |  |   | (42  | ) |  |   | (19  | ) |  |   |    |  
|SPORTFIVE                                    |  |  | (4)    |              |  |                 | 35.6% |                        |  |      |      |      |  |      | 229   |      |  |   |      |   |  |   |     |   |  |   |     |   |  |   |    |  
|TKP and Cyfra+                               |  |  | (5)    |              |  |                 |      |                        |  |      | 33.0% |      |  |      |      |      |  |   | (37   | ) |  |   | (122 | ) |  |   | (26  | ) |  |   |    |  
|Elecktrim Telekomunikacja SP                 |  |  |        |              |  |                 | 49.0% |                        |  |      | 49.0% |      |  |      | 521   |      |  |   | 1,149 |   |  |   | (28  | ) |  |   | (31  | ) |  |   |    |  
|Telecom Developpement                        |  |  |        |              |  |                 | 50.0% |                        |  |      | 49.9% |      |  |      | 281   |      |  |   | 269   |   |  |   | 12   |   |  |   | 27   |   |  |   | (1  | )
|Xfera Moviles                                |  |  |        |              |  |                 | 26.2% |                        |  |      | 26.2% |      |  |      | 72    |      |  |   | 75    |   |  |   | (35  | ) |  |   | (6   | ) |  |   |    |  
|Société Financière de Distribution
    (SFD) |  |  |        |              |  |                 | 49.0% |                        |  |      | 49.0% |      |  |      | (74   | )    |  |   | (47   | ) |  |   | (23  | ) |  |   | (37  | ) |  |   |    |  
|Scoot.com plc                                |  |  | (6)    |              |  |                 | 22.4% |                        |  |      | 22.4% |      |  |      |      |      |  |   | 65    |   |  |   | (65  | ) |  |   | (15  | ) |  |   |    |  
|Vizzavi Europe                               |  |  |        |              |  |                 | 50.0% |                        |  |      | 50.0% |      |  |      | (466  | )    |  |   | (44   | ) |  |   | (193 | ) |  |   | (44  | ) |  |   |    |  
|Realia Business SA                           |  |  |        |              |  |                 | 24.1% |                        |  |      | 23.3% |      |  |      | 96    |      |  |   | 90    |   |  |   | 18   |   |  |   | 15   |   |  |   |    |  
|Philadelphia Suburban                        |  |  | (7)    |              |  |                 | 15.2% |                        |  |      | 17.0% |      |  |      | 88    |      |  |   | 73    |   |  |   | 12   |   |  |   | 11   |   |  |   | 5   |  
|Domino                                       |  |  |        |              |  |                 | 30.0% |                        |  |      | 30.0% |      |  |      | 54    |      |  |   | 57    |   |  |   | 7    |   |  |   | 8    |   |  |   |    |  
|South Staffordshire                          |  |  | (8)    |              |  |                 | 31.7% |                        |  |      | 31.7% |      |  |      | 59    |      |  |   | 54    |   |  |   | 10   |   |  |   | 11   |   |  |   | 10  |  
|Sithe Energies, Inc.                         |  |  | (9)    |              |  |                 |      |                        |  |      | 34.2% |      |  |      |      |      |  |   | 821   |   |  |   |     |   |  |   |     |   |  |   |    |  
|BSkyB                                        |  |  |        |              |  |                 |      |                        |  |      |      |      |  |      |      |      |  |   |      |   |  |   |     |   |  |   | (119 | ) |  |   | (14 | )
|Havas Advertising                            |  |  |        |              |  |                 |      |                        |  |      |      |      |  |      |      |      |  |   |      |   |  |   |     |   |  |   |     |   |  |   | 11  |  
|Cofiroute                                    |  |  |        |              |  |                 |      |                        |  |      |      |      |  |      |      |      |  |   |      |   |  |   |     |   |  |   |     |   |  |   | 26  |  
|Nexity                                       |  |  |        |              |  |                 |      |                        |  |      |      |      |  |      |      |      |  |   |      |   |  |   |     |   |  |   | 18   |   |  |   |    |  

F-22



---



##### 



|      |  |  |      |              |  |                 |   |                        |  |      |   |      |  |      |       |      |  |   |       |  |  |   |      |   |  |   |      |   |  |   |    |  
|----- |  |  | ---- | ------------ |  | --------------- | - | ---------------------- |  | ---- | - | ---- |  | ---- | ----- | ---- |  | - | ----- |  |  | - | ---- | - |  | - | ---- | - |  | - | -- | -
|      |  |  |      |             
|      |  |  |      | December 31,
|      |  |  |      |             
|      |  |  |      |              |  |                 |   |                       
|      |  |  |      |              |  | Proportionate   |   | Proportionate share of
|      |  |  |      | Interest     |  | share of equity |   | net income (loss)     
|      |  |  |      |              |  |                 |   |                       
|      |  |  |      | 2001         |  | 2000            |   | 2001                   |  | 2000 |   | 2001 |  | 2000 |       | 1999
|      |  |  |      |              |  |                 |   |                        |  |      |   |      |  |      |       |     
|      |  |  |      |              |  |                 |   |                       
|      |  |  |      |              |  |                 |   | (In millions of euros)
|Vinci |  |  |      |              |  |                 |  |                        |  |      |  |      |  |      |      |      |  |   |      |  |  |   |     |   |  |   | 13   |   |  |   |   |  
|Other |  |  | (10) |              |  |                 |  |                        |  |      |  |      |  |      | 628   |      |  |   | 454   |  |  |   | (138 | ) |  |   | (107 | ) |  |   | (5 | )
|      |  |  |      |              |  |                 |   |                        |  |      |   |      |  |      |       |      |  |   |       |  |  |   |      |   |  |   |      |   |  |   |    |  
|      |  |  |      |              |  |                 |   |                        |  |      |   |      |  |     | 9,176 |      |  |  | 9,177 |  |  |  | (453 | ) |  |  | (306 | ) |  |  | 33 |  
|      |  |  |      |              |  |                 |   |                        |  |      |   |      |  |      |       |      |  |   |       |  |  |   |      |   |  |   |      |   |  |   |    |  




| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Entities acquired in connection with the Merger
    Transactions in December 2000.                                                                                                                                                                                                                                                                                                                                                    
|
| | (2) | Despite having less than a 20% interest, the
    Sundance Channels are accounted for under the equity method as
    Vivendi Universal also has loans to the Sundance partnership
    (approximately US$50 million at December 31, 2001),
    which can be converted to a common interest, increasing our
    interest to 50% or above. This allows Vivendi Universal to
    exercise significant influence over the Sundance Channels.
|
| | (3) | Vivendi Universal has a direct interest of 15.6%
    in UGC Ciné Cité and an indirect interest of 33.2%
    through its investment in UGC.                                                                                                                                                                                                                                                                                            
|
| | (4) | New entity created through the merger between the
    Jean-Claude Darmon Group and Sport+.                                                                                                                                                                                                                                                                                                                                            
|
| | (5) | Consolidated at December 31, 2001 (see Note
    2, UPC Alliance).                                                                                                                                                                                                                                                                                                                                                                     
|
| | (6) | Investment in Scoot.com plc was impaired in June
    2001 (see Note 2, Impairment of Goodwill).                                                                                                                                                                                                                                                                                                                                       
|
| | (7) | The quoted market price for Philadelphia Suburban
    at December 31, 2001 was
    265 million.
    Despite having less than a 20% interest, Philadelphia Suburban
    is accounted for under the equity method as Vivendi
    Environnement is the largest shareholder of this company and
    retains representation on the Board of Directors.                                                                                    
|
| | (8) | The quoted market price for South Staffordshire
    at December 31, 2001 was
    190 million.                                                                                                                                                                                                                                                                                                                                        
|
| | (9) | Sithe Energies, Inc. has been accounted for under
    the cost method since January 1, 2001.                                                                                                                                                                                                                                                                                                                                          



|     |                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Other investments consists of various entities
    accounted for under the equity method whose proportionate share
    of equity is under
    40 million
    at December 31, 2001.

The following table provides a reconciliation of
the change in equity method investments during the year:

|                             |  |  |     |                        |  |               |       |               |  |           |      |             |  |                 |      |   |  |   |     |   |  |   |     |   |  |   |       |  
|---------------------------- |  |  | --- | ---------------------- |  | ------------- | ----- | ------------- |  | --------- | ---- | ----------- |  | --------------- | ---- | - |  | - | --- | - |  | - | --- | - |  | - | ----- | -
|                             |  |  |     | Proportionate          |  | Changes in    |       | Proportionate |  |           |      | Foreign     |  | Proportionate  
|                             |  |  |     | share of equity        |  | scope of      |       | share of net  |  |           |      | currency    |  | share of equity
|                             |  |  |     | December 31,           |  | consolidation |       | income        |  | Dividends |      | translation |  | December 31,   
|                             |  |  |     | 2000                   |  | & other       |       | (loss)        |  | received  |      | adjustments |  | 2001           
|                             |  |  |     |                        |  |               |       |               |  |           |      |             |  |                
|                             |  |  |     |                       
|                             |  |  |     | (In millions of euros)
|USANi LLC                    |  |  | (1) |                        |  |              | 5,310 |               |  |          | 892  |             |  |                | 144  |   |  |  | (17 | ) |  |  | 340 |   |  |  | 6,669 |  
|UC Development Partners      |  |  |     |                        |  |               | 396   |               |  |           | (8   | )           |  |                 | (46  | ) |  |   |    |   |  |   | 22  |   |  |   | 364   |  
|Sundance Channels            |  |  | (1) |                        |  |               | 70    |               |  |           | 108  |             |  |                 |     |   |  |   |    |   |  |   | 7   |   |  |   | 185   |  
|Universal Studios Florida    |  |  |     |                        |  |               | 142   |               |  |           | 13   |             |  |                 | 5    |   |  |   |    |   |  |   | 8   |   |  |   | 168   |  
|Universal Mediterranea       |  |  |     |                        |  |               | 96    |               |  |           |     |             |  |                 | (2   | ) |  |   |    |   |  |   | 7   |   |  |   | 101   |  
|Universal Studios Japan      |  |  |     |                        |  |               | 70    |               |  |           | (6   | )           |  |                 | 25   |   |  |   |    |   |  |   | (4  | ) |  |   | 85    |  
|UGC                          |  |  |     |                        |  |               | 73    |               |  |           |     |             |  |                 | 7    |   |  |   |    |   |  |   | 3   |   |  |   | 83    |  
|UGC Ciné cité                |  |  |     |                        |  |               | 64    |               |  |           | 3    |             |  |                 | 1    |   |  |   |    |   |  |   | 1   |   |  |   | 69    |  
|Canal Digital                |  |  |     |                        |  |               | (23   | )             |  |           | 30   |             |  |                 | (42  | ) |  |   |    |   |  |   | (1  | ) |  |   | (36   | )
|SPORTFIVE                    |  |  |     |                        |  |               |      |               |  |           | 229  |             |  |                 |     |   |  |   |    |   |  |   |    |   |  |   | 229   |  
|TKP and Cyfra+               |  |  |     |                        |  |               | (37   | )             |  |           | 159  |             |  |                 | (122 | ) |  |   |    |   |  |   |    |   |  |   |      |  
|Elecktrim Telekomunikacja SP |  |  | (2) |                        |  |               | 1,149 |               |  |           | (600 | )           |  |                 | (28  | ) |  |   |    |   |  |   |    |   |  |   | 521   |  
|Telecom Developpement        |  |  |     |                        |  |               | 269   |               |  |           |     |             |  |                 | 12   |   |  |   |    |   |  |   |    |   |  |   | 281   |  

F-23



---



##### 



|                                             |  |  |     |                        |  |               |       |               |  |           |      |             |  |                 |      |   |  |   |     |   |  |   |     |   |  |   |       |  
|-------------------------------------------- |  |  | --- | ---------------------- |  | ------------- | ----- | ------------- |  | --------- | ---- | ----------- |  | --------------- | ---- | - |  | - | --- | - |  | - | --- | - |  | - | ----- | -
|                                             |  |  |     | Proportionate          |  | Changes in    |       | Proportionate |  |           |      | Foreign     |  | Proportionate  
|                                             |  |  |     | share of equity        |  | scope of      |       | share of net  |  |           |      | currency    |  | share of equity
|                                             |  |  |     | December 31,           |  | consolidation |       | income        |  | Dividends |      | translation |  | December 31,   
|                                             |  |  |     | 2000                   |  | & other       |       | (loss)        |  | received  |      | adjustments |  | 2001           
|                                             |  |  |     |                        |  |               |       |               |  |           |      |             |  |                
|                                             |  |  |     |                       
|                                             |  |  |     | (In millions of euros)
|Xfera Moviles                                |  |  |     |                        |  |               | 75    |               |  |           | 32   |             |  |                 | (35  | ) |  |   |    |   |  |   |    |   |  |   | 72    |  
|Société Financière de Distribution
    (SFD) |  |  |     |                        |  |               | (47   | )             |  |           | (4   | )           |  |                 | (23  | ) |  |   |    |   |  |   |    |   |  |   | (74   | )
|Scoot.com plc                                |  |  |     |                        |  |               | 65    |               |  |           |     |             |  |                 | (65  | ) |  |   |    |   |  |   |    |   |  |   |      |  
|Vizzavi Europe                               |  |  | (3) |                        |  |               | (44   | )             |  |           | (226 | )           |  |                 | (193 | ) |  |   |    |   |  |   | (3  | ) |  |   | (466  | )
|Realia Business SA                           |  |  |     |                        |  |               | 90    |               |  |           |     |             |  |                 | 18   |   |  |   | (12 | ) |  |   |    |   |  |   | 96    |  
|Philadelphia Suburban                        |  |  |     |                        |  |               | 73    |               |  |           | 6    |             |  |                 | 12   |   |  |   | (7  | ) |  |   | 4   |   |  |   | 88    |  
|Domino                                       |  |  |     |                        |  |               | 57    |               |  |           |     |             |  |                 | 7    |   |  |   | (3  | ) |  |   | (7  | ) |  |   | 54    |  
|South Staffordshire                          |  |  |     |                        |  |               | 54    |               |  |           |     |             |  |                 | 10   |   |  |   | (5  | ) |  |   |    |   |  |   | 59    |  
|Sithe Energies Inc.                          |  |  |     |                        |  |               | 821   |               |  |           | (821 | )           |  |                 |     |   |  |   |    |   |  |   |    |   |  |   |      |  
|Other                                        |  |  |     |                        |  |               | 454   |               |  |           | 302  |             |  |                 | (138 | ) |  |   | 17  |   |  |   | (7  | ) |  |   | 628   |  
|                                             |  |  |     |                        |  |               |       |               |  |           |      |             |  |                 |      |   |  |   |     |   |  |   |     |   |  |   |       |  
|                                             |  |  |     |                        |  |              | 9,177 |               |  |          | 109  |             |  |                | (453 | ) |  |  | (27 | ) |  |  | 370 |   |  |  | 9,176 |  
|                                             |  |  |     |                        |  |               |       |               |  |           |      |             |  |                 |      |   |  |   |     |   |  |   |     |   |  |   |       |  




|    |                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Changes in scope of consolidation & other for
    USANi LLC and Sundance Channels primarily reflects final
    purchase price allocation adjustments related to the Merger
    Transactions (see Note 2).                   
|   
|(2) | Changes in scope of consolidation & other for
    Elektrim Telekomunikacja SP reflects
    0.6 billion
    of the 0.8
    impairment charge related to investments accounted for under the
    equity method (see Note 2).
|   
|(3) | Changes in scope of consolidation & other for
    Vizzavi Europe reflects
    0.2 billion
    of the 0.8
    charge related to investments accounted for under the equity
    method (see Note 2).                        

Summarized financial information for equity
method investees is as follows:

|                        |  |                          |        |      |  |      |       |   |  |   |       |  
|----------------------- |  | ------------------------ | ------ | ---- |  | ---- | ----- | - |  | - | ----- | -
|                        |  |                         
|                        |  | Years Ended December 31,
|                        |  |                         
|                        |  | 2001                     |        | 2000 |  | 1999
|                        |  |                          |        |      |  |     
|                        |  |                         
|                        |  | (In millions of euros)  
|Revenues                |  |                         | 13,343 |      |  |     | 2,644 |   |  |  | 8,242 |  
|Operating income (loss) |  |                         | 2,247  |      |  |     | 181   |   |  |  | (285  | )
|Net loss                |  |                         | (770   | )    |  |     | (26   | ) |  |  | (446  | )

|                                           |  |                 |        |      |  |   |        | 
|------------------------------------------ |  | --------------- | ------ | ---- |  | - | ------ | 
|                                           |  |                
|                                           |  | December 31,   
|                                           |  |                
|                                           |  | 2001            |        | 2000
|                                           |  |                 |        |     
|                                           |  |                
|                                           |  | (In millions of
|                                           |  | euros)         
|Long-term assets                           |  |                | 27,136 |      |  |  | 23,202 | 
|Current assets                             |  |                 | 6,955  |      |  |   | 3,937  | 
|                                           |  |                 |        |      |  |   |        | 
|Total assets                               |  |                | 34,091 |      |  |  | 27,139 | 
|                                           |  |                 |        |      |  |   |        | 
|Shareholders equity                       |  |                | 16,158 |      |  |  | 13,292 | 
|Long-term liabilities                      |  |                 | 8,463  |      |  |   | 8,560  | 
|Current liabilities                        |  |                 | 9,470  |      |  |   | 5,287  | 
|                                           |  |                 |        |      |  |   |        | 
|Total liabilities and shareholders equity |  |                | 34,091 |      |  |  | 27,139 | 
|                                           |  |                 |        |      |  |   |        | 

F-24



---



##### 



Investments Accounted for Using the Cost
Method

The following table summarizes information about
cost investments:

|                                            |  |  |    |              |  |      |      |                 |  |      |       |   |  |   |       |   |  |   |       |  
|------------------------------------------- |  |  | -- | ------------ |  | ---- | ---- | --------------- |  | ---- | ----- | - |  | - | ----- | - |  | - | ----- | -
|                                            |  |  |    |             
|                                            |  |  |    | December 31,
|                                            |  |  |    |             
|                                            |  |  |    |              |  |     
|                                            |  |  |    | Interest     |  | Cost
|                                            |  |  |    |              |  |     
|                                            |  |  |    | 2001         |  | 2000 |      | 2001            |  | 2000
|                                            |  |  |    |              |  |      |      |                 |  |     
|                                            |  |  |    |              |  |      |      |                
|                                            |  |  |    |              |  |      |      | (In millions of
|                                            |  |  |    |              |  |      |      | euros)         
|Sithe Energies, Inc.                        |  |  | (1 | )            |  |      | 34.2 | %               |  |      |      |   |  |  | 604   |   |  |  |      |  
|Elektrim S.A.                               |  |  |    |              |  |      | 10.0 | %               |  |      | 4.9   | % |  |   | 96    |   |  |   | 63    |  
|Mauritel                                    |  |  | (2 | )            |  |      | 18.9 | %               |  |      |      |   |  |   | 52    |   |  |   |      |  
|Vodafone Egypt (formerly Misrfone)          |  |  |    |              |  |      | 7.0  | %               |  |      | 7.0   | % |  |   | 23    |   |  |   | 23    |  
|Generale de Transport et dIndustrie        |  |  |    |              |  |      | 7.8  | %               |  |      | 7.8   | % |  |   | 22    |   |  |   | 22    |  
|Havas Advertising                           |  |  | (3 | )            |  |      |     |                 |  |      | 11.4  | % |  |   |      |   |  |   | 340   |  
|Fovarosi Csatomazasi Muvek Reszvenytarsasag |  |  | (4 | )            |  |      |     |                 |  |      | 25.0  | % |  |   |      |   |  |   | 76    |  
|Genova Acque                                |  |  |    |              |  |      | 16.9 | %               |  |      | 16.9  | % |  |   | 38    |   |  |   | 38    |  
|Apa Nova Bucaresti                          |  |  | (5 | )            |  |      |     |                 |  |      | 100.0 | % |  |   |      |   |  |   | 35    |  
|Other                                       |  |  | (6 | )            |  |      |     |                 |  |      |      |   |  |   | 812   |   |  |   | 673   |  
|                                            |  |  |    |              |  |      |      |                 |  |      |       |   |  |   |       |   |  |   |       |  
|                                            |  |  |    |              |  |      |      |                 |  |      |       |   |  |   | 1,647 |   |  |   | 1,270 |  
|Valuation allowance                         |  |  |    |              |  |      |      |                 |  |      |       |   |  |   | (497  | ) |  |   | (270  | )
|                                            |  |  |    |              |  |      |      |                 |  |      |       |   |  |   |       |   |  |   |       |  
|                                            |  |  |    |              |  |      |      |                 |  |      |       |   |  |  | 1,150 |   |  |  | 1,000 |  
|                                            |  |  |    |              |  |      |      |                 |  |      |       |   |  |   |       |   |  |   |       |  



---



|    |                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Sithe Energies, Inc. has been accounted for under
    the cost method since January 1, 2001.                                                                       
|   
|(2) | Acquired in 2001.                                                                                                                                                  
|   
|(3) | Havas Advertising was sold in June 2001 (see Note
    2).                                                                                                          
|   
|(4) | Accounted for under the equity method in 2001.                                                                                                                     
|   
|(5) | Consolidated in 2001 due to the acquisition of
    additional interest at the end of 2000.                                                                         
|   
|(6) | Other investments consists of various entities
    accounted for under the cost method whose carrying value was
    under
    20 million
    at December 31, 2001.

F-25



---



##### 



Portfolio Investments 
Securities

The following table summarizes information about
portfolio investments  securities:

|                            |  |  |    |                        |  |            |       |            |  |           |     |      |  |            |      |            |  |           |       |  |  |   |       |   |  |   |       |  |  |   |      |   |  |   |       | 
|--------------------------- |  |  | -- | ---------------------- |  | ---------- | ----- | ---------- |  | --------- | --- | ---- |  | ---------- | ---- | ---------- |  | --------- | ----- |  |  | - | ----- | - |  | - | ----- |  |  | - | ---- | - |  | - | ----- | 
|                            |  |  |    |                       
|                            |  |  |    | December 31,          
|                            |  |  |    |                       
|                            |  |  |    |                        |  |           
|                            |  |  |    | 2001                   |  | 2000      
|                            |  |  |    |                        |  |           
|                            |  |  |    |                        |  | Gross      |       | Gross      |  | Estimated |     |      |  | Gross      |      | Gross      |  | Estimated
|                            |  |  |    |                        |  | Unrealized |       | Unrealized |  | Fair      |     |      |  | Unrealized |      | Unrealized |  | Fair     
|                            |  |  |    | Cost                   |  | Gains      |       | Losses     |  | Value     |     | Cost |  | Gains      |      | Losses     |  | Value    
|                            |  |  |    |                        |  |            |       |            |  |           |     |      |  |            |      |            |  |          
|                            |  |  |    |                       
|                            |  |  |    | (In millions of euros)
|BSkyB                       |  |  | (1 | )                      |  |           | 1     |            |  |          | 15  |      |  |           |     |            |  |          | 16    |  |  |  | 1,233 |   |  |  | 4,946 |  |  |  |     |   |  |  | 6,179 | 
|Dupont                      |  |  | (2 | )                      |  |            | 903   |            |  |           |    |      |  |            | (106 | )          |  |           | 797   |  |  |   | 853   |   |  |   |      |  |  |   |     |   |  |   | 853   | 
|USA Networks common shares  |  |  | (3 | )                      |  |            | 426   |            |  |           | 137 |      |  |            |     |            |  |           | 563   |  |  |   | 320   |   |  |   |      |  |  |   |     |   |  |   | 320   | 
|USA Networks class B shares |  |  | (3 | )                      |  |            | 315   |            |  |           |    |      |  |            |     |            |  |           | 315   |  |  |   | 252   |   |  |   |      |  |  |   |     |   |  |   | 252   | 
|Softbank Capital Partners   |  |  |    |                        |  |            | 230   |            |  |           |    |      |  |            | (117 | )          |  |           | 113   |  |  |   |      |   |  |   |      |  |  |   |     |   |  |   |      | 
|Saint-Gobain                |  |  |    |                        |  |            | 14    |            |  |           | 7   |      |  |            |     |            |  |           | 21    |  |  |   | 124   |   |  |   | 104   |  |  |   |     |   |  |   | 228   | 
|Facic                       |  |  |    |                        |  |            |      |            |  |           |    |      |  |            |     |            |  |           |      |  |  |   | 181   |   |  |   | 5     |  |  |   |     |   |  |   | 186   | 
|Eiffage                     |  |  |    |                        |  |            |      |            |  |           |    |      |  |            |     |            |  |           |      |  |  |   | 57    |   |  |   |      |  |  |   | (17  | ) |  |   | 40    | 
|Others                      |  |  | (4 | )                      |  |            | 44    |            |  |           |    |      |  |            | (7   | )          |  |           | 37    |  |  |   | 261   |   |  |   | 21    |  |  |   | (93  | ) |  |   | 189   | 
|                            |  |  |    |                        |  |            |       |            |  |           |     |      |  |            |      |            |  |           |       |  |  |   |       |   |  |   |       |  |  |   |      |   |  |   |       | 
|                            |  |  |    |                        |  |            | 1,933 |            |  |           | 159 |      |  |            | (230 | )          |  |           | 1,862 |  |  |   | 3,281 |   |  |   | 5,076 |  |  |   | (110 | ) |  |   | 8,247 | 
|Valuation allowance         |  |  |    |                        |  |            | (119  | )          |  |           |    |      |  |            | 119  |            |  |           |      |  |  |   | (17   | ) |  |   |      |  |  |   | 17   |   |  |   |      | 
|                            |  |  |    |                        |  |            |       |            |  |           |     |      |  |            |      |            |  |           |       |  |  |   |       |   |  |   |       |  |  |   |      |   |  |   |       | 
|                            |  |  |    |                        |  |           | 1,814 |            |  |          | 159 |      |  |           | (111 | )          |  |          | 1,862 |  |  |  | 3,264 |   |  |  | 5,076 |  |  |  | (93  | ) |  |  | 8,247 | 
|                            |  |  |    |                        |  |            |       |            |  |           |     |      |  |            |      |            |  |           |       |  |  |   |       |   |  |   |       |  |  |   |      |   |  |   |       | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In February 2002, these BSkyB shares were sold
    for cash, which was used for the redemption of part of the
    Pathé exchangeable bonds (see Note 2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(2) | Represents 16,444,062 shares with a book value of
    US$713 million. The quoted market price for Dupont at
    December 31, 2001 was US$42.51 per share. The change in the
    cost of the Dupont shares between December 31, 2000 and
    2001 was due to fluctuation in the US dollar/euro exchange rate.
    At December 31, 2000, the fair value of the investment in
    Dupont approximated its book value due to the fair value
    allocation of the purchase price to the investment related to
    the acquisition of Seagram.                                                                                                                                                                                                                                                                  
|   
|(3) | Represents 18,181,308 shares of common stock of
    USA Networks with a book value of US$374 million and
    13,430,000 class B shares of USA Networks with a book value of
    US$276 million. The quoted market price for the common
    stock of USA Networks at December 31, 2001 was US$27.31 per
    share. The change in the cost of the investment in USA Networks
    between December 31, 2000 and 2001 was due to final
    purchase price allocation adjustments related to the Merger
    Transactions and fluctuation in the US dollar/euro exchange
    rate. At December 31, 2000, the fair value of the
    investment in USA Networks approximated its book value due
    to the fair value allocation of the purchase price to the
    investment related to the acquisition of Seagram.
|   
|(4) | Other investments consist of various entities
    whose cost was under
    40 million at
    December 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Portfolio Investments 
Other

|                    |  |                 |       |      |  |   |       |  
|------------------- |  | --------------- | ----- | ---- |  | - | ----- | -
|                    |  |                
|                    |  | December 31,   
|                    |  |                
|                    |  | 2001            |       | 2000
|                    |  |                 |       |     
|                    |  |                
|                    |  | (In millions of
|                    |  | euros)         
|Long-term loans     |  |                | 1,586 |      |  |  | 2,089 |  
|Other               |  |                 | 1,231 |      |  |   | 1,066 |  
|                    |  |                 |       |      |  |   |       |  
|                    |  |                 | 2,817 |      |  |   | 3,155 |  
|Valuation allowance |  |                 | (198  | )    |  |   | (77   | )
|                    |  |                 |       |      |  |   |       |  
|                    |  |                | 2,619 |      |  |  | 3,078 |  
|                    |  |                 |       |      |  |   |       |  

F-26



---



##### 



Investments Accounted for Using the
Proportionate Consolidation Method

Investments accounted for using the proportionate
consolidation method represent companies in which Vivendi
Universal and other shareholders have agreed to exercise joint
control over significant financial and operating policies. They
exist in Vivendi Environnement only.

Summarized financial information for major
subsidiaries consolidated under the proportionate consolidation
method is as follows:

|                 |  |                          |       |      |  |      |       |  |  |   |       | 
|---------------- |  | ------------------------ | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|                 |  |                         
|                 |  | Years Ended December 31,
|                 |  |                         
|                 |  | 2001                     |       | 2000 |  | 1999
|                 |  |                          |       |      |  |     
|                 |  |                         
|                 |  | (In millions of euros)  
|Revenues         |  |                         | 4,923 |      |  |     | 3,055 |  |  |  | 2,509 | 
|Operating income |  |                         | 426   |      |  |     | 354   |  |  |  | 223   | 
|Net income       |  |                         | 128   |      |  |     | 171   |  |  |  | 80    | 

|                                           |  |                 |        |      |  |   |       | 
|------------------------------------------ |  | --------------- | ------ | ---- |  | - | ----- | 
|                                           |  |                
|                                           |  | December 31,   
|                                           |  |                
|                                           |  | 2001            |        | 2000
|                                           |  |                 |        |     
|                                           |  |                
|                                           |  | (In millions of
|                                           |  | euros)         
|Long-term assets                           |  |                | 8,082  |      |  |  | 5,276 | 
|Current assets                             |  |                 | 4,694  |      |  |   | 2,180 | 
|                                           |  |                 |        |      |  |   |       | 
|Total assets                               |  |                | 12,776 |      |  |  | 7,456 | 
|                                           |  |                 |        |      |  |   |       | 
|Shareholders equity                       |  |                | 5,146  |      |  |  | 2,095 | 
|Minority interest                          |  |                 | 163    |      |  |   | 279   | 
|Financial debt                             |  |                 | 2,852  |      |  |   | 1,830 | 
|Reserves and other liabilities             |  |                 | 4,615  |      |  |   | 3,252 | 
|                                           |  |                 |        |      |  |   |       | 
|Total liabilities and shareholders equity |  |                | 12,776 |      |  |  | 7,456 | 
|                                           |  |                 |        |      |  |   |       | 

Note 4 Shareholders
Equity

The number of common shares outstanding was
1,085,827,519 and 1,080,808,443, respectively, as at
December 31, 2001 and 2000. Each common share, with the
exception of treasury shares, has one voting right and may be
registered upon request by the owner. The number of voting
rights outstanding was 978,216,347 and 1,018,679,038,
respectively, as at December 31, 2001 and 2000. Vivendi
Universal and its subsidiaries held 107,386,662 shares of
Vivendi Universal shares at December 31, 2001, representing
a gross amount of
6,762 million,
or an average cost per share of
63.
Approximately 22% of the total was recorded as marketable
securities. The remaining balance was recorded as a deduction of
shareholders equity, primarily relating to
16.9 million shares sold by the Bronfman family and related
entities at an average price of
75.1 and
55 million treasury shares sold by Vivendi Universal in
January 2002 at an average price of
60.
Additionally, 19.7 million stripped shares, the title
ownership of which was transferred to the Seagram shareholders
who elected to acquire their Vivendi Universal shares on a
deferred basis, were recorded as a reduction of
shareholders equity. Approximately 21 million shares
are allocated to cover the stock option plans offered to Vivendi
Universal employees. During 2001, 83,289,757 shares were
acquired at an average price of
61.5, and
14,551,360 shares were sold at an average price per share of
60.9. At
December 31, 2001, Vivendi Universal had convertible
securities and outstanding stock options that were convertible
or exercisable into approximately 64.1 million common
shares.

In 2001, the sale of TV Sport resulted in a
35 million
reversal of goodwill, which had previously been recorded as a
reduction of shareholders equity pursuant to the former
rules issued by the COB in 1988. At December 31, 2001,
goodwill of
4,333 million
had been recorded as a reduction of shareholders equity.
If this had been recorded as an asset, accumulated amortization
of goodwill (assuming straight line amortization over periods
customarily used by Vivendi Universal) would increase by
417 million,
including
117 million
related to 2001.

F-27



---



##### 



As discussed in Note 2, accumulated amortization
of goodwill excludes the
2.3 billion
theoretical impairment of goodwill corresponding to
the portion of goodwill originally recorded as a reduction of
shareholders equity. The theoretical
impairment of goodwill has no income statement impact.

Note 5 Debt

|                                                |  |                 |        |      |  |   |        | 
|----------------------------------------------- |  | --------------- | ------ | ---- |  | - | ------ | 
|                                                |  |                
|                                                |  | December 31,   
|                                                |  |                
|                                                |  | 2001            |        | 2000
|                                                |  |                 |        |     
|                                                |  |                
|                                                |  | (In millions of
|                                                |  | euros)         
|Bonds and bank loans                            |  |                | 15,218 |      |  |  | 15,803 | 
|BSkyB 0.5%(1)                                   |  |                 | 3,948  |      |  |   |       | 
|Vivendi Environnement exchangeable 2%(2)        |  |                 | 1,809  |      |  |   |       | 
|Vivendi Universal convertible 1.25%(3)          |  |                 | 1,699  |      |  |   | 1,699  | 
|Vivendi Environnement 1.5%(4)                   |  |                 | 1,535  |      |  |   | 1,535  | 
|BSkyB 1%(5)                                     |  |                 | 1,440  |      |  |   | 1,440  | 
|Vinci 1%(6)                                     |  |                 | 527    |      |  |   |       | 
|BSkyB 3%(7)                                     |  |                 | 117    |      |  |   | 155    | 
|Mediaset SpA 3.5%(8)                            |  |                 |       |      |  |   | 52     | 
|Seagram debt remaining(9)                       |  |                 | 354    |      |  |   | 2,491  | 
|Capital leases(10)                              |  |                 | 997    |      |  |   | 629    | 
|                                                |  |                 |        |      |  |   |        | 
|                                                |  |                 | 27,644 |      |  |   | 23,804 | 
|Subordinated debt(11)                           |  |                 | 133    |      |  |   | 150    | 
|                                                |  |                 |        |      |  |   |        | 
|Total long-term debt                            |  |                | 27,777 |      |  |  | 23,954 | 
|                                                |  |                 |        |      |  |   |        | 
|                                                |  |                 |        |      |  |   |        | 
|Bank overdrafts and other short-term borrowings |  |                | 14,003 |      |  |  | 14,852 | 
|                                                |  |                 |        |      |  |   |        | 



---

Of the total long-term debt,
13.1 billion
related to Vivendi Environnement, including
10.9 billion
of bonds and bank loans, the 1.5% convertible and exchangeable
bonds discussed in (4) below,
602 million
of capital leases and
109 million
of subordinated debt. Of the total bank overdrafts and other
short-term borrowings,
5.5 billion
related to Vivendi Environnement.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In October 2001, Vivendi Universal sold its
    investment in BSkyB to two British companies which issued
    convertible notes in the BSkyB shares. The notes mature on
    October 8, 2005 and bear interest at 0.5%. The notes are
    convertible at a fixed number of shares per note (see
    Note 2).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(2) | In February 2001, Vivendi Universal issued
    32,352,941 bonds with a nominal value of
    55.90 each that
    bear interest at 2% per annum. Each bond is exchangeable at any
    time at the option of the bondholder into a Vivendi
    Environnement share. The bonds redemption price is
    61.17 and they
    will mature on March 8, 2006. The bonds are redeemable in
    whole at the accreted principal amount assuring their holders a
    yield to maturity of 3.75% at any time if the closing price of a
    Vivendi Environnement share for 20 out of 30 consecutive trading
    days equals or exceeds 125% of the accreted principal amount.
    The bondholders may at their option demand redemption of part or
    all of their bonds on March 8, 2003 at a price equal to the
    accreted principal amount. At December 31, 2001, all the
    bonds were outstanding.
|   
|(3) | In January 1999, Vivendi Universal issued
    6,028,363 bonds with a nominal value of
    282.00 each that
    bear interest at 1.25% per annum. Each bond is convertible at
    the option of the bondholder into Vivendi Universal shares at a
    conversion rate of 1 bond to 3.047 shares. The bonds
    redemption price is par value
    (282.00) and
    they will mature in January 2004. Vivendi Universal may redeem
    the bonds early in whole from January 1, 2002 to
    December 31, 2003 at the par value if the average price of
    a Vivendi Universal share over a specified period exceeds 115%
    of the redemption price. At December 31, 2001,                                                                                                                                                                                                                    

F-28



---



##### 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 6,024,329 of the bonds were outstanding.
    Following the Merger Transactions, Vivendi Universal held back
    these bonds and will totally redeem them on January 1, 2004
    at their par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   
|(4) | In April 1999, Vivendi Environnement, a then
    wholly owned subsidiary of Vivendi Universal, issued 10,516,606
    convertible and exchangeable bonds (Oceane) to the public, with
    a nominal value of
    271.00 each that
    bear interest at 1.5% per annum. Upon the IPO of Vivendi
    Environnement in July 2000, 5,183,704 bonds were converted
    into Vivendi Environnement shares. At December 31, 2001,
    5,331,126 bonds were outstanding and convertible into a total of
    16,243,941 Vivendi Universal shares (which may be treasury
    shares or newly issued shares) at a conversion rate of 1 bond to
    3.047 shares. The bonds redemption price is
    288.00 and they
    will mature on January 1, 2005. In the absence of
    conversion, exchange or early redemption, the bonds will have a
    gross yield to maturity of 2.54%. Vivendi Universal may require
    Vivendi Environnement to redeem the bonds at an early redemption
    price (necessary to provide the bondholders a gross yield to
    maturity of 2.54%) if the average price of a Vivendi Universal
    share over a specified period exceeds 115% of the early
    redemption price.
|   
|(5) | In July 2000, in connection with its intention to
    dispose of its BSkyB shares, Vivendi Universal issued 59,455,000
    exchangeable notes with a nominal value of
    24.22 each that
    bear interest at 1% per annum. Each note is exchangeable at
    anytime at the option of the holder into a BSkyB share. The
    notes are redeemable in whole at the option of Vivendi Universal
    at the early redemption price (assuring the note holder a yield
    to maturity of 1.88%) if the average price of BSkyB shares
    during a period of 20 consecutive days is equal to or greater
    than 115% of the principal amount of the notes. The notes mature
    in July 2003. In October 2001, all of the BSkyB shares
    corresponding to the issuance of these notes were sold. At
    December 31, 2001, all of these notes were outstanding.
    Unless previously redeemed or exchanged, the notes will be
    redeemed in cash at an amount equal to
    24.87 on
    July 5, 2003.                                                                                                                                                                                        
|   
|(6) | In February 2001, Vivendi Universal issued
    6,818,695 bonds with a nominal value of
    77.35 each that
    bear interest at 1% per annum. Each bond is exchangeable at any
    time at the option of the bondholder into a Vinci share. Each
    bondholder may, at their option, redeem all or part of their
    bonds on March 1, 2004 at a price equal to the accreted
    principal amount. Vivendi Universal may at its option redeem all
    the outstanding bonds at their redemption price if the closing
    price of a Vinci share for 20 out of 30 consecutive trading days
    equals or exceeds 125% of the accreted principal amount (which
    provides a yield to maturity of 3.75%). As of December 2001, all
    of the bonds remained outstanding. Vivendi Universal currently
    owns an adequate number of Vinci shares to fulfill its exchange
    obligation. Unless previously redeemed or exchanged, the notes
    will be redeemed in cash at an amount of
    88.81 per bond
    on March 6, 2006.                                                                                                                                                             
|   
|(7) | In connection with the acquisition of Pathé
    in September 1999, Vivendi Universal assumed bonds that bear
    interest at 3% per annum, with a maturity in November 2003, and
    that are exchangeable into BSkyB shares at the option of the
    bondholder for 188.5236 BSkyB shares. In January 2002, Vivendi
    Universal decided to exercise its option to redeem the whole of
    these bonds by exchanging them for the BSkyB shares it owned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(8) | In April 1997, Canal Plus issued exchangeable
    notes in an aggregate principal amount of
    304.9 million
    which bear interest at 3.5% and mature on April 1, 2002.
    Each note is exchangeable at the option of the holder at a
    conversion rate of 1 note to 341.74 Mediaset shares. CANAL+
    Group currently owns an adequate number of Mediaset shares to
    meet its conversion obligation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(9) | Tender offers and consent solicitations for
    Seagrams outstanding debt securities, assumed in the
    Merger Transactions, were mostly completed in the first quarter
    of 2001. The balance is comprised of several minor outstanding
    amounts remaining after the tender offer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



|     |                                                                                                                                                                                                                                                                                                                              
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Represents lease contracts that include a
    purchase option, known in France as credit bail. In
    addition to these lease contracts, Vivendi Universal has
    additional lease obligations related to real estate defeasances
    (see Note 9).                                                                       
|    
|(11) | Subordinated debt consists primarily of a loan of
    244 million
    to finance the wastewater treatment plant in Zaraoza, Spain,
    underwritten by OTV on December 27, 1991 and repayable over
    15 years and US$70 million of securities repayable
    over 15 years, issued on January 29, 1991 by Energies
    USA.

F-29



---



##### 



Long-term debt listed according to the currency
in which it is denominated is as follows:

|                |                      |                 |         |         |  |  |         |         | 
|--------------- | -------------------- | --------------- | ------- | ------- |  |  | ------- | ------- | 
|                |                      |                
|                |                      | December 31,   
|                |                      |                
|                |                      | 2001            |         | 2000   
|                |                      |                 |         |        
|                |                      |                
|                |                      | (In millions of
|                |                      | euros)         
|Euros           |                      |                 | 18,077 |         |  |  | 20,004 |        
|US dollars      |                      |                 | 4,443   |         |  |  | 3,422   |        
|Pounds sterling |                      |                 | 4,229   |         |  |  | 180     |        
|Other           |                      |                 | 1,028   |         |  |  | 348     |        
|                |                      |                 |         |         |  |  |         |        
|                | Total long-term debt |                 |         | 27,777 |  |  |         | 23,954 | 
|                |                      |                 |         |         |  |  |         |        

The table below presents a summary of the
repayment schedules of long-term debt, classified by contract
maturity date:

|                               |                      |                 |        |        |  |   |        |        | 
|------------------------------ | -------------------- | --------------- | ------ | ------ |  | - | ------ | ------ | 
|                               |                      |                
|                               |                      | December 31,   
|                               |                      |                
|                               |                      | 2001            |        | 2000  
|                               |                      |                 |        |       
|                               |                      |                
|                               |                      | (In millions of
|                               |                      | euros)         
|Due between one and two years  |                      |                | 3,434  |        |  |  | 7,325  |       
|Due between two and five years |                      |                 | 14,288 |        |  |   | 12,712 |       
|Due after five years           |                      |                 | 10,055 |        |  |   | 3,917  |       
|                               |                      |                 |        |        |  |   |        |       
|                               | Total long-term debt |                 |       | 27,777 |  |   |       | 23,954 | 
|                               |                      |                 |        |        |  |   |        |       

At Vivendi Environnement, bank loans of
752 million
were secured at December 31, 2001. These guarantees
included
521 million
in the water business, comprised primarily of
214 million
for General Utilities,
81 million
for Wyuna Water (Australia),
70 million
Schwarze-Pumpe and
127 million
for Vivendi Water Industrial Development and
231 million
in the waste management business related to Norsk Gjevinning in
Scandinavia.

Long-term debt bearing fixed interest rates
amounted to
18,646 million
and
11,429 million,
respectively at December 31, 2001 and 2000. Long-term debt
bearing variable interest rates amounted to
9,131 million
and 12,525
million, respectively at December 31, 2001 and 2000.

Note 6 Financial
Instruments

Vivendi Universal, as the result of its global
operating and financing activities, is exposed to changes in
interest rates, foreign currency exchange rates and equity
markets. These positions may adversely affect its operational
and financial earnings. In seeking to minimize the risks and
costs associated with such activities, Vivendi Universal follows
a centrally administered risk management policy approved by its
Board of Directors. As part of this policy, Vivendi Universal
uses various derivative financial instruments to manage interest
rate, foreign currency exchange rate and equity market risks and
their impact on earnings and cash flows. Vivendi Universal
generally does not use derivative financial instruments for
trading or speculative purposes.

Interest Rate Risk Management

Interest rate risk management instruments are
used by Vivendi Universal to manage net exposure to interest
rate changes, to adjust the proportion of total debt that is
subject to variable and fixed interest rates and to lower
overall borrowing costs. Interest rate risk management
instruments used by Vivendi Universal include pay-variable and
pay-fixed interest rate swaps and interest rate caps.
Pay-variable swaps effectively convert fixed rate debt
obligations to LIBOR variable rate instruments and are
considered to be a hedge against the change in fair value of
fixed rate debt obligations. Pay-fixed swaps and interest rate
caps convert variable rate debt obligations to fixed rate
instruments and are considered to be a financial hedge against

F-30



---



##### 



changes in future cash flows required for
interest payments on variable rate debt. The following table
summarizes information about Vivendi Universals interest
rate risk management instruments:


|                                        |                                 |                                |   |        |       |  |   |       |       | 
|--------------------------------------- | ------------------------------- | ------------------------------ | - | ------ | ----- |  | - | ----- | ----- | 
|                                        |                                 |                               
|                                        |                                 | December 31,                  
|                                        |                                 |                               
|                                        |                                 | 2001                           |   | 2000  
|                                        |                                 |                                |   |       
|                                        |                                 |                               
|                                        |                                 | (In millions of               
|                                        |                                 | euros)                        
|Pay-variable interest rate swaps:       |                                 |                                |   |        |       |  |   |      
|                                        | Notional amount of indebtedness |                                |  | 5,868  |       |  |  | 3,103 |      
|                                        | Average interest rate paid      |                                |   | 3.36   | %     |  |   | 5.00  | %    
|                                        | Average interest rate received  |                                |   | 5.01   | %     |  |   | 5.15  | %    
|                                        | Expiry:                         |                                |   |        |       |  |   |       |      
|                                        |                                 | Due within one year            |   |       | 2,282 |  |   |      | 1,833 | 
|                                        |                                 | Due between two and five years |   |       | 1,526 |  |   |      | 1,179 | 
|                                        |                                 | Due after five years           |   |       | 2,060 |  |   |      | 91    | 
|Pay-fixed interest rate swaps:          |                                 |                                |   |        |       |  |   |      
|                                        | Notional amount of indebtedness |                                |  | 10,284 |       |  |  | 7,290 |      
|                                        | Average interest rate paid      |                                |   | 4.25   | %     |  |   | 4.78  | %    
|                                        | Average interest rate received  |                                |   | 2.97   | %     |  |   | 4.87  | %    
|                                        | Expiry:                         |                                |   |        |       |  |   |       |      
|                                        |                                 | Due within one year            |   |       | 2,766 |  |   |      | 466   | 
|                                        |                                 | Due between two and five years |   |       | 3,951 |  |   |      | 3,220 | 
|                                        |                                 | Due after five years           |   |       | 3,567 |  |   |      | 3,604 | 
|Interest rate caps, floors and collars: |                                 |                                |   |        |       |  |   |      
|                                        | Notional amount of indebtedness |                                |  | 3,392  |       |  |  | 3,458 |      
|                                        | Guarantee rate                  |                                |   | 4.78   | %     |  |   | 4.74  | %    
|                                        | Expiry:                         |                                |   |        |       |  |   |       |      
|                                        |                                 | Due within one year            |   |       | 150   |  |   |      | 91    | 
|                                        |                                 | Due between two and five years |   |       | 1,391 |  |   |      | 1,515 | 
|                                        |                                 | Due after five years           |   |       | 1,851 |  |   |      | 1,852 | 

Foreign Currency Risk Management

Foreign currency risk management instruments are
used by Vivendi Universal to reduce earnings and cash flow
volatility associated with changes in foreign currency exchange
rates. To protect the value of foreign currency forecasted cash
flows, including royalties, licenses, rights purchases and
service fees, and the value of existing foreign currency assets
and liabilities, Vivendi Universal enters into various
instruments, including forward contracts, option contracts and
cross-currency swaps, that hedge a portion of its anticipated
foreign currency exposures for periods not to exceed two years.
The gains and losses on these instruments offset changes in the
value of the related exposures. At December 31, 2001,
Vivendi Universal had effectively hedged approximately 80% of
its estimated foreign currency exposures, primarily related to
anticipated cash flows to be remitted over the following year.
The principal currencies hedged were the US dollar,

F-31



---



##### 



Japanese yen, British pound and
Canadian dollar. The following table summarizes information
about Vivendi Universals foreign currency risk management
instruments:


|                   |                           |                                |   |       |       |  |   |       |       | 
|------------------ | ------------------------- | ------------------------------ | - | ----- | ----- |  | - | ----- | ----- | 
|                   |                           |                               
|                   |                           | December 31,                  
|                   |                           |                               
|                   |                           | 2001                           |   | 2000 
|                   |                           |                                |   |      
|                   |                           |                               
|                   |                           | (In millions of euros)        
|Forward contracts: |                           |                                |   |       |       |  |   |      
|                   | Notional amount           |                                |  | 1,705 |       |  |  | 418   |      
|                   | Sale against the euro     |                                |  | 640   |       |  |  | 92    |      
|                   | Purchase against the euro |                                |  | 1,065 |       |  |  | 326   |      
|                   | Expiry:                   |                                |   |       |       |  |   |       |      
|                   |                           | Due within one year            |   |      | 1,705 |  |   |      | 418   | 
|Currency swaps:    |                           |                                |   |       |       |  |   |      
|                   | Notional amount           |                                |  | 2,710 |       |  |  | 2,670 |      
|                   | Sale against the euro     |                                |  | 1,027 |       |  |  | 105   |      
|                   | Purchase against the euro |                                |  | 1,683 |       |  |  | 2,565 |      
|                   | Expiry:                   |                                |   |       |       |  |   |       |      
|                   |                           | Due within one year            |   |      | 2,447 |  |   |      | 2,670 | 
|                   |                           | Due between two and five years |   |      | 263   |  |   |      |      | 

Equity Market Risk Management

Our exposure to equity markets risk relates to
our investments in the marketable securities of unconsolidated
entities and in debt securities. During 2001 and 2000, Vivendi
Universal hedged certain equity-linked debts using specialized
indexed swaps. These swaps, with notional amounts totaling
377 million in
both 2001 and 2000 expire in eight years.

At December 31, 2001, Vivendi Universal has
two total return swaps related to the sale of the investments in
BSkyB and AOL Europe, the fair market value of the which was
(0.2) and
0 million,
respectively. For additional information on these swaps see Note
9 Commitments and Contingencies.

|                     |                 |                                |   |       |       |  |   |     |     | 
|-------------------- | --------------- | ------------------------------ | - | ----- | ----- |  | - | --- | --- | 
|                     |                 |                               
|                     |                 | December 31,                  
|                     |                 |                               
|                     |                 | 2001                           |   | 2000 
|                     |                 |                                |   |      
|                     |                 |                               
|                     |                 | (In millions of               
|                     |                 | euros)                        
|Equity-linked swaps: |                 |                                |   |       |       |  |   |    
|                     | Notional amount |                                |  | 377   |       |  |  | 377 |    
|                     | Expiry:         |                                |   |       |       |  |   |     |    
|                     |                 | Due within one year            |   |      | 46    |  |   |    |    | 
|                     |                 | Due between two and five years |   |      | 208   |  |   |    | 178 | 
|                     |                 | Due after five years           |   |      | 123   |  |   |    | 199 | 
|Total return swaps:  |                 |                                |   |       |       |  |   |    
|                     | Notional amount |                                |  | 3,511 |       |  |  |    |    
|                     | Expiry:         |                                |   |       |       |  |   |     |    
|                     |                 | Due between two and five years |   |      | 3,511 |  |   |    |    | 

Fair Value of Financial Instruments

At December 31, 2001 and 2000, Vivendi
Universals financial instruments included cash, cash
equivalents, marketable securities, receivables, investments,
accounts payable, borrowings, interest rate, foreign currency
and equity market risk management contracts. The carrying value
of cash, cash equivalents, marketable securities, receivables,
accounts payable, short-term borrowings and current portion of
long-term debt approximated fair value because of the short-term
nature of these instruments. The estimated fair value

F-32



---



##### 



of other financial instruments, as set forth
below, has generally been determined by reference to market
prices resulting from trading on a national securities exchange
or in an over-the-counter market. In cases where quoted market
prices are not available, fair value is based on estimates using
present value or other valuation techniques.


|                                                               |                                         |                        |        |                   |  |                |        |            |   |   |        |   |  |   |        |      |  
|-------------------------------------------------------------- | --------------------------------------- | ---------------------- | ------ | ----------------- |  | -------------- | ------ | ---------- | - | - | ------ | - |  | - | ------ | ---- | -
|                                                               |                                         |                       
|                                                               |                                         | Asset (Liability)     
|                                                               |                                         |                       
|                                                               |                                         |                        |        |                  
|                                                               |                                         | December 31, 2001      |        | December 31, 2000
|                                                               |                                         |                        |        |                  
|                                                               |                                         | Carrying Value         |        | Fair Value        |  | Carrying Value |        | Fair Value
|                                                               |                                         |                        |        |                   |  |                |        |           
|                                                               |                                         |                       
|                                                               |                                         | (In millions of euros)
|Investments(1)                                                 |                                         |                       | 7,398  |                   |  |               | 7,503  |            |   |  | 8,301  |   |  |  | 13,405 |     
|Long-term debt                                                 |                                         |                       | 27,777 |                   |  |               | 28,128 |            |   |  | 23,954 |   |  |  | 24,427 |     
|Foreign currency instruments and interest rate
    agreements: |                                         |                        |        |                   |  |                |        |            |   |   |        |   |  |   |        |     
|                                                               | Interest rate and cross currency swaps  |                        |       |                  |  |                |       | 219        |   |   |       |  |  |   |       | 230  |  
|                                                               | Interest caps                           |                        |        |                  |  |                |        | 44         |   |   |        |  |  |   |        | 66   |  
|                                                               | Forward exchange contracts              |                        |        |                  |  |                |        | 4          |   |   |        |  |  |   |        | 166  |  
|                                                               | Other specialized swaps                 |                        |        |                  |  |                |        | 163        |   |   |        |  |  |   |        | 166  |  
|                                                               | Puts and calls on marketable securities |                        |        |                  |  |                |        | (214       | ) |   |        |  |  |   |        | (257 | )
|                                                               |                                         |                        |        |                   |  |                |        |            |   |   |        |   |  |   |        |     
|                                                               |                                         |                       |       |                   |  |               | 216    |            |   |  |       |   |  |  | 371    |     
|                                                               |                                         |                        |        |                   |  |                |        |            |   |   |        |   |  |   |        |     



---



|    |                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------
|(1) | Comprised of other investments (see Note 3
    Investments) and treasury shares, excluding those held for stock
    option purposes.

Credit Concentrations and Counter-Party
Risk

Vivendi Universal minimizes its credit exposure
to counter-parties by entering into contracts only with
highly-rated commercial banks or financial institutions and by
distributing the transactions among the selected institutions.
Although Vivendi Universals credit risk is the replacement
cost at the then-estimated fair value of the instrument,
management believes that the risk of incurring losses is remote
and that such losses, if any, would not be material. The market
risk related to the foreign exchange agreements should be offset
by changes in the valuation of the underlying items being
hedged. Vivendi Universals receivables and investments do
not represent a significant concentration of credit risk due to
the wide variety of customers and markets in which our products
are sold, their dispersion across many geographic areas, and the
diversification of our portfolio among instruments and issuers.

F-33



---



##### 



Note 7 Income Taxes

The following tables summarize the sources of
pre-tax income and the resulting income tax expense (benefit):

Components of Income Tax Expense

|                                  |          |                          |       |         |     |      |       |   |     |   |       |   |     |  
|--------------------------------- | -------- | ------------------------ | ----- | ------- | --- | ---- | ----- | - | --- | - | ----- | - | --- | -
|                                  |          |                         
|                                  |          | Years Ended December 31,
|                                  |          |                         
|                                  |          | 2001                     |       | 2000(1) |     | 2000
|                                  |          |                          |       |         |     |     
|                                  |          |                         
|                                  |          | (In millions of euros)  
|Income tax expense applicable to: |          |                          |       |         |     |      |       |   |     |   |       |  
|                                  | Current  |                          |       |         |     |      |       |   |     |   |       |   |    
|                                  |          | France                   |       |        | 451 |      |       |  | 383 |   |       |  | 395 |  
|                                  |          | US                       |       |         | 223 |      |       |   | 14  |   |       |   | 14  |  
|                                  |          | Other jurisdictions      |       |         | 526 |      |       |   | 381 |   |       |   | 381 |  
|                                  |          |                          |       |         |     |      |       |   |     |   |       |  
|                                  |          |                          | 1,200 |         |     |      | 778   |   |     |   | 790   |  
|                                  |          |                          |       |         |     |      |       |   |     |   |       |  
|                                  | Deferred |                          |       |         |     |      |       |   |     |   |       |   |    
|                                  |          | France                   |       |         | 290 |      |       |   | 224 |   |       |   | 224 |  
|                                  |          | US                       |       |         | 90  |      |       |   | (18 | ) |       |   | (18 | )
|                                  |          | Other jurisdictions      |       |         | (1  | )    |       |   | 25  |   |       |   | 25  |  
|                                  |          |                          |       |         |     |      |       |   |     |   |       |  
|                                  |          |                          | 379   |         |     |      | 231   |   |     |   | 231   |  
|                                  |          |                          |       |         |     |      |       |   |     |   |       |  
|Total income tax expense          |          |                         | 1,579 |         |     |     | 1,009 |   |     |  | 1,021 |  
|                                  |          |                          |       |         |     |      |       |   |     |   |       |  



---



|    |                                                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2001 (see Note 1 to the Consolidated
    Financial Statements).

Components of Deferred Tax Assets and
Liabilities

|                           |                                                 |                 |        |        |   |   |        |        |  
|-------------------------- | ----------------------------------------------- | --------------- | ------ | ------ | - | - | ------ | ------ | -
|                           |                                                 |                
|                           |                                                 | December 31,   
|                           |                                                 |                
|                           |                                                 | 2001            |        | 2000  
|                           |                                                 |                 |        |       
|                           |                                                 |                
|                           |                                                 | (In millions of
|                           |                                                 | euros)         
|Deferred tax assets        |                                                 |                 |        |        |   |   |        |       
|                           | Employee benefits                               |                 |       | 142    |   |   |       | 81     |  
|                           | Tax credit and net operating loss carryforwards |                 |        | 3,813  |   |   |        | 3,902  |  
|                           | Provisions for risks and liabilities            |                 |        | 542    |   |   |        | 747    |  
|                           | Other, net                                      |                 |        | 1,915  |   |   |        | 917    |  
|                           |                                                 |                 |        |        |   |   |        |       
|                           | Gross deferred tax assets                       |                 |        | 6,412  |   |   |        | 5,647  |  
|                           | Deferred tax assets not recorded in the books   |                 |        | (2,187 | ) |   |        | (1,739 | )
|                           |                                                 |                 |        |        |   |   |        |       
|                           | Total deferred tax assets                       |                 |        | 4,225  |   |   |        | 3,908  |  
|                           |                                                 |                 |        |        |   |   |        |       
|Deferred tax liabilities   |                                                 |                 |        |        |   |   |        |       
|                           | Depreciation                                    |                 |        | 261    |   |   |        | 1,320  |  
|                           | Revaluation of assets                           |                 |        | 2,454  |   |   |        | 2,764  |  
|                           | DuPont share redemption                         |                 |        | 1,656  |   |   |        | 1,656  |  
|                           | Spirits and wine sale                           |                 |        | 1,769  |   |   |        | 1,769  |  
|                           | Other, net                                      |                 |        | 3,837  |   |   |        | 621    |  
|                           |                                                 |                 |        |        |   |   |        |       
|                           | Total deferred tax liabilities                  |                 |        | 9,977  |   |   |        | 8,130  |  
|                           |                                                 |                 |        |        |   |   |        |       
|Net deferred tax liability |                                                 |                | (5,752 | )      |   |  | (4,222 | )     
|                           |                                                 |                 |        |        |   |   |        |       

F-34



---



##### 



In accordance with French GAAP, Vivendi Universal
does not recognize deferred tax assets on net tax operating loss
carryforwards, tax credit carryforwards or on deductible
temporary differences when the recovery of the related deferred
tax asset is not probable. The deferred tax assets not recorded
primarily relate to deferred tax assets of consolidated
subsidiaries with operating loss carryforwards that are not
expected to be realized. Deferred taxes on undistributed
earnings of foreign subsidiaries are not recorded.

The utilization of certain tax carryforwards is
subject to limitations under income tax laws. The deferred tax
on the tax carryforwards expires in varying amounts as follows:

|           |  |                        |       | 
|---------- |  | ---------------------- | ----- | 
|           |  | Deferred tax on       
|           |  | tax carryforwards     
|           |  |                       
|           |  | (In millions of euros)
|2002       |  |                       | 445   | 
|2003       |  |                        | 130   | 
|2004       |  |                        | 138   | 
|2005       |  |                        | 1,531 | 
|2006       |  |                        | 632   | 
|After 2006 |  |                        | 608   | 
|Unlimited  |  |                        | 329   | 
|           |  |                        |       | 
|           |  |                       | 3,813 | 
|           |  |                        |       | 

Effective Income Tax Rate

A reconciliation of the differences between the
French statutory tax rate and Vivendi Universals effective
income tax rate is as follows:

|                                                            |  |                          |       |      |  |      |       |   |  |  |        |   
|----------------------------------------------------------- |  | ------------------------ | ----- | ---- |  | ---- | ----- | - |  |  | ------ | --
|                                                            |  |                         
|                                                            |  | Years Ended December 31,
|                                                            |  |                         
|                                                            |  | 2001                     |       | 2000 |  | 1999
|                                                            |  |                          |       |      |  |     
|French statutory rate                                       |  |                          | 36.4  | %    |  |      | 37.8  | % |  |  | 40.0   | % 
|Nondeductible goodwill amortization                         |  |                          | (48.4 | )    |  |      | 6.1   |   |  |  | 38.4   |   
|Permanent differences                                       |  |                          | (1.6  | )    |  |      | (17.7 | ) |  |  | (79.1  | ) 
|Long-term capital gains/losses taxed at lower tax
    rates |  |                          | 4.0   |      |  |      | (5.7  | ) |  |  | (22.3  | ) 
|Tax (losses) gains                                          |  |                          | (3.0  | )    |  |      | 6.0   |   |  |  | (93.9  | ) 
|Other, net                                                  |  |                          | (1.2  | )    |  |      | (0.6  | ) |  |  | (7.4   | ) 
|                                                            |  |                          |       |      |  |      |       |   |  |  |        |   
|Effective income tax rate                                   |  |                          | (13.8 | )%   |  |      | 25.9  | % |  |  | (124.3 | )%
|                                                            |  |                          |       |      |  |      |       |   |  |  |        |   

The years ended December 31, 1999 to
December 31, 2001 are subject to tax audits by the
respective tax authorities of the jurisdictions in which Vivendi
Universal has operations. Various taxation authorities have
proposed or levied assessments for additional income taxes of
prior years. Management believes that the settlements will not
have a material effect on the results of operations, financial
position or liquidity of Vivendi Universal.

F-35



---



##### 



Note 8 Additional Financial Statement
Information

Income Statement Data

|                                                       |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |        |  
|------------------------------------------------------ | ----------------------------------------------------------------------------------- | ------------------------ | ------ | ------- | - | ---- | ----- | ------- | - | - | ----- | ------ | - | - | ------ | ------ | -
|                                                       |                                                                                     |                         
|                                                       |                                                                                     | Years Ended December 31,
|                                                       |                                                                                     |                         
|                                                       |                                                                                     | 2001                     |        | 2000(1) |   | 2000 |       | 1999(2)
|                                                       |                                                                                     |                          |        |         |   |      |       |        
|                                                       |                                                                                     |                         
|                                                       |                                                                                     | (In millions of euros)  
|Research and development costs                         |                                                                                     |                         | 237    |         |   |     | 179   |         |   |  | 179   |        |   |  | 121    |       
|                                                       |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|Personnel costs, including employee profit
    sharing |                                                                                     |                         | 11,926 |         |   |     | 9,487 |         |   |  | 9,487 |        |   |  | 10,300 |       
|                                                       |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|Financial expenses, net                                |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|                                                       | Financing costs                                                                     |                          |       | (1,455  | ) |      |      | (1,288  | ) |   |      | (1,288 | ) |   |       | (872   | )
|                                                       | Capital gains on sale of portfolio investments                                      |                          |        | 143     |   |      |       | 702     |   |   |       | 685    |   |   |        | 451    |  
|                                                       | Foreign exchange gains (losses)                                                     |                          |        | 51      |   |      |       | (7      | ) |   |       | (7     | ) |   |        | 236    |  
|                                                       | Financial provisions                                                                |                          |        | (482    | ) |      |       | (196    | ) |   |       | (92    | ) |   |        | (163   | )
|                                                       | Other                                                                               |                          |        | (185    | ) |      |       | 27      |   |   |       | 69     |   |   |        | 261    |  
|                                                       |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|                                                       |                                                                                     |                         | (1,928 | )       |   |     | (762  | )       |   |  | (633  | )      |   |  | (87    | )     
|                                                       |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|Exceptional items, net                                 |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|                                                       | Net capital gains and gains on the dilution of
    our interests in other companies |                          |       | 2,365   |   |      |      | 3,772   |   |   |      | 3,777  |   |   |       | 670    |  
|                                                       | Restructuring costs                                                                 |                          |        |        |   |      |       |        |   |   |       | (271   | ) |   |        | (91    | )
|                                                       | Other                                                                               |                          |        |        |   |      |       | 40      |   |   |       | (559   | ) |   |        | (1,425 | )
|                                                       |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|                                                       |                                                                                     |                         | 2,365  |         |   |     | 3,812 |         |   |  | 2,947 |        |   |  | (846   | )     
|                                                       |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|Depreciation and amortization                          |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|                                                       | Depreciation of property, plant and equipment                                       |                          |       | 2,578   |   |      |      | 2,105   |   |   |      | 2,105  |   |   |       | 1,407  |  
|                                                       | Amortization of goodwill(3)                                                         |                          |        | 15,203  |   |      |       | 634     |   |   |       | 634    |   |   |        | 606    |  
|                                                       | Amortization of other intangible assets                                             |                          |        | 1,253   |   |      |       | 904     |   |   |       | 904    |   |   |        | 1,006  |  
|                                                       | Other non-financial provisions and allowances                                       |                          |        | 16      |   |      |       | 395     |   |   |       | 395    |   |   |        | (31    | )
|                                                       |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       
|                                                       |                                                                                     |                         | 19,050 |         |   |     | 4,038 |         |   |  | 4,038 |        |   |  | 2,988  |       
|                                                       |                                                                                     |                          |        |         |   |      |       |         |   |   |       |        |   |   |        |       



---



|    |                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2001 (see Note 1 to the Consolidated
    Financial Statements).                                                                                                                                                                                                                                                    
|   
|(2) | In order to facilitate the comparability of 2000
    and 1999 financial results, the 1999 results are presented in
    accordance with accounting policies in effect in 2000.                                                                                                                                                                                                               
|   
|(3) | In 2001 comprised of
    12,194 million
    goodwill impairment charge,
    2,148 million
    amortization of goodwill and of
    61 million
    amortization of goodwill related to 2001 business combinations
    (see below), plus of
    800 million
    impairment taken at Vizzavi Europe and Elektrim Telekomunikacja
    by those equity method investments (see Notes 2 and 3).

F-36



---



##### 



Balance Sheet Data

|              |                                          |                        |   |              |   |           |   |         |   |  |   |         |  
|------------- | ---------------------------------------- | ---------------------- | - | ------------ | - | --------- | - | ------- | - |  | - | ------- | -
|              |                                          |                        |   | Accumulated  |   | Goodwill,
|              |                                          | Goodwill               |   | Amortization |   | Net      
|              |                                          |                        |   |              |   |          
|              |                                          |                       
|              |                                          | (In millions of euros)
|Goodwill, net |                                          |                        |   |              |   |           |   |         |   |  |   |        
|              | Balance at January 1, 2001               |                        |  | 49,054       |   |           |  | (1,921  | ) |  |  | 47,133  |  
|              | Business combinations                    |                        |   | 6,252        |   |           |   | (61     | ) |  |   | 6,191   |  
|              | Disposals                                |                        |   | (415         | ) |           |   | 123     |   |  |   | (292    | )
|              | Amortization                             |                        |   |             |   |           |   | (2,148  | ) |  |   | (2,148  | )
|              | Impairment(1)                            |                        |   |             |   |           |   | (12,194 | ) |  |   | (12,194 | )
|              | Changes in consolidation scope and other |                        |   | (2,296       | ) |           |   |        |   |  |   | (2,296  | )
|              | Foreign currency translation adjustments |                        |   | 1,564        |   |           |   | (341    | ) |  |   | 1,223   |  
|              |                                          |                        |   |              |   |           |   |         |   |  |   |        
|              | Balance at December 31, 2001             |                        |  | 54,159       |   |           |  | (16,542 | ) |  |  | 37,617  |  
|              |                                          |                        |   |              |   |           |   |         |   |  |   |        



---



|    |                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Excludes
    800 million
    impairment by Vizzavi Europe and Elektrim Telekomunikacja equity
    method investments (see Notes 2 and 3).

|                             |                                               |                 |        |       |  |   |        |       | 
|---------------------------- | --------------------------------------------- | --------------- | ------ | ----- |  | - | ------ | ----- | 
|                             |                                               |                
|                             |                                               | December 31,   
|                             |                                               |                
|                             |                                               | 2001            |        | 2000 
|                             |                                               |                 |        |      
|                             |                                               |                
|                             |                                               | (In millions of
|                             |                                               | euros)         
|Other intangible assets, net |                                               |                 |        |       |  |   |        |      
|                             | Audiovisual and music rights                  |                 |       | 7,821 |  |   |       | 8,590 | 
|                             | Trademarks, market share, editorial resources |                 |        | 7,984 |  |   |        | 5,296 | 
|                             | Film costs, net of amortization               |                 |        | 2,587 |  |   |        | 2,765 | 
|                             | Editorial & plate costs                       |                 |        | 118   |  |   |        | 18    | 
|                             | Telecom licenses                              |                 |        | 680   |  |   |        | 21    | 
|                             | Deferred charges                              |                 |        | 1,391 |  |   |        | 1,331 | 
|                             | Software                                      |                 |        | 703   |  |   |        | 526   | 
|                             | Fees paid to local authorities                |                 |        | 568   |  |   |        | 520   | 
|                             | Other                                         |                 |        | 1,450 |  |   |        | 1,113 | 
|                             |                                               |                 |        |       |  |   |        |      
|                             |                                               |                | 23,302 |       |  |  | 20,180 |      
|                             |                                               |                 |        |       |  |   |        |      

|                                            |  |                        |        |              |  |             |        |   |  |   |        |  
|------------------------------------------- |  | ---------------------- | ------ | ------------ |  | ----------- | ------ | - |  | - | ------ | -
|                                            |  | Other                  |        |              |  | Other      
|                                            |  | Intangible             |        | Accumulated  |  | Intangible 
|                                            |  | Assets                 |        | Amortization |  | Assets, Net
|                                            |  |                        |        |              |  |            
|                                            |  |                       
|                                            |  | (In millions of euros)
|Balance at January 1, 2001                  |  |                       | 23,027 |              |  |            | (2,847 | ) |  |  | 20,180 |  
|Additions/allocations                       |  |                        | 1,501  |              |  |             | (1,246 | ) |  |   | 255    |  
|Disposals/reversals                         |  |                        | (13    | )            |  |             | (7     | ) |  |   | (20    | )
|Changes in scope of consolidation and other |  |                        | 5,044  |              |  |             | (2,630 | ) |  |   | 2,414  |  
|Foreign currency translation adjustments    |  |                        | 569    |              |  |             | (96    | ) |  |   | 473    |  
|                                            |  |                        |        |              |  |             |        |   |  |   |        |  
|Balance at December 31, 2001                |  |                       | 30,128 |              |  |            | (6,826 | ) |  |  | 23,302 |  
|                                            |  |                        |        |              |  |             |        |   |  |   |        |  

F-37



---



##### 



|                                   |                                    |                 |   |        |  |  |   |        | 
|---------------------------------- | ---------------------------------- | --------------- | - | ------ |  |  | - | ------ | 
|                                   |                                    |                
|                                   |                                    | December 31,   
|                                   |                                    |                
|                                   |                                    | 2001            |   | 2000  
|                                   |                                    |                 |   |       
|                                   |                                    |                
|                                   |                                    | (In millions of
|                                   |                                    | euros)         
|Property, plant and equipment, net |                                    |                 |   |        |  |  |   |       
|                                   | Land                               |                 |  | 2,199  |  |  |  | 2,030  | 
|                                   | Buildings                          |                 |   | 3,941  |  |  |   | 3,518  | 
|                                   | Machinery and equipment            |                 |   | 9,138  |  |  |   | 6,268  | 
|                                   | Construction-in-progress           |                 |   | 1,030  |  |  |   | 740    | 
|                                   | Other                              |                 |   | 2,823  |  |  |   | 3,533  | 
|                                   |                                    |                 |   |        |  |  |   |       
|                                   | Property, plant and equipment      |                 |   | 19,131 |  |  |   | 16,089 | 
|                                   | Publicly-owned utility networks    |                 |   | 4,265  |  |  |   | 3,900  | 
|                                   |                                    |                 |   |        |  |  |   |       
|                                   | Property, plant and equipment, net |                 |  | 23,396 |  |  |  | 19,989 | 
|                                   |                                    |                 |   |        |  |  |   |       

|                                         |  |                        |        |           |  |              |       |            |  |   |         |   |  |   |        |  
|---------------------------------------- |  | ---------------------- | ------ | --------- |  | ------------ | ----- | ---------- |  | - | ------- | - |  | - | ------ | -
|                                         |  |                        |        | Publicly- |  |              |       | Property, 
|                                         |  | Property,              |        | Owned     |  |              |       | Plant and 
|                                         |  | Plant and              |        | Utility   |  | Accumulated  |       | Equipment,
|                                         |  | Equipment              |        | Networks  |  | Depreciation |       | Net       
|                                         |  |                        |        |           |  |              |       |           
|                                         |  |                       
|                                         |  | (In millions of euros)
|Balance at January 1, 2001               |  |                       | 25,671 |           |  |             | 5,661 |            |  |  | (11,343 | ) |  |  | 19,989 |  
|Additions/allocations                    |  |                        | 3,699  |           |  |              | 314   |            |  |   | (2,784  | ) |  |   | 1,229  |  
|Disposals/reversals                      |  |                        | (668   | )         |  |              | (102  | )          |  |   | 206     |   |  |   | (564   | )
|Changes in scope of consolidation        |  |                        | 3,287  |           |  |              | 94    |            |  |   | (896    | ) |  |   | 2,485  |  
|Foreign currency translation adjustments |  |                        | 42     |           |  |              | 220   |            |  |   | (5      | ) |  |   | 257    |  
|                                         |  |                        |        |           |  |              |       |            |  |   |         |   |  |   |        |  
|Balance at December 31, 2001             |  |                       | 32,031 |           |  |             | 6,187 |            |  |  | (14,822 | ) |  |  | 23,396 |  
|                                         |  |                        |        |           |  |              |       |            |  |   |         |   |  |   |        |  

As of December 31, 2001 and 2000, property
plant and equipment totaling
0.8 billion and
1.8 billion,
respectively, were pledged as collateral for borrowings from
banks. See Note 5.

|                                 |                                 |                                 |        |        |        |   |        |        |        | 
|-------------------------------- | ------------------------------- | ------------------------------- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                 |                                 |                                
|                                 |                                 | December 31,                   
|                                 |                                 |                                
|                                 |                                 | 2001                            |        | 2000  
|                                 |                                 |                                 |        |       
|                                 |                                 |                                
|                                 |                                 | (In millions of                
|                                 |                                 | euros)                         
|Inventories and work-in-progress |                                 |                                 |        |        |        |   |        |       
|                                 | Inventories                     |                                 |       | 4,090  |        |   |       | 3,797  |       
|                                 | Less valuation allowance        |                                 |        | (927   | )      |   |        | (578   | )     
|                                 |                                 |                                 |        |        |        |   |        |       
|                                 |                                 |                                | 3,163  |        |        |  | 3,219  |       
|                                 |                                 |                                 |        |        |        |   |        |       
|Accounts receivable              |                                 |                                 |        |        |        |   |        |       
|                                 | Trade accounts receivable       |                                 |       | 19,994 |        |   |       | 17,440 |       
|                                 | Allowance for doubtful accounts |                                 |        | (2,274 | )      |   |        | (1,125 | )     
|                                 |                                 |                                 |        |        |        |   |        |       
|                                 |                                 | Total trade accounts receivable |        |        | 17,720 |   |        |        | 16,315 | 
|                                 | VAT and other taxes             |                                 |        | 3,374  |        |   |        | 2,927  |       
|                                 |                                 |                                 |        |        |        |   |        |       
|                                 |                                 |                                | 21,094 |        |        |  | 19,242 |       
|                                 |                                 |                                 |        |        |        |   |        |       
|Other marketable securities      |                                 |                                 |        |        |        |   |        |       
|                                 | Treasury shares                 |                                 |       | 1,840  |        |   |       | 4,540  |       
|                                 | Listed marketable securities    |                                 |        | 1,866  |        |   |        | 1,796  |       
|                                 | Unlisted marketable securities  |                                 |        | 403    |        |   |        | 1,357  |       
|                                 | Valuation allowance             |                                 |        | (336   | )      |   |        | (346   | )     
|                                 |                                 |                                 |        |        |        |   |        |       
|                                 |                                 |                                | 3,773  |        |        |  | 7,347  |       
|                                 |                                 |                                 |        |        |        |   |        |       

F-38



---



##### 



The unlisted marketable securities are comprised
primarily of mutual funds.

|                  |                                                                  |                 |   |        |   |  |   |       |  
|----------------- | ---------------------------------------------------------------- | --------------- | - | ------ | - |  | - | ----- | -
|                  |                                                                  |                
|                  |                                                                  | December 31,   
|                  |                                                                  |                
|                  |                                                                  | 2001            |   | 2000  
|                  |                                                                  |                 |   |       
|                  |                                                                  |                
|                  |                                                                  | (In millions of
|                  |                                                                  | euros)         
|Minority interest |                                                                  |                 |   |        |   |  |   |      
|                  | Balance at beginning of year                                     |                 |  | 9,787  |   |  |  | 4,052 |  
|                  | Changes in consolidation scope                                   |                 |   | 411    |   |  |   | 4,990 |  
|                  | Issuance of TSAR(1)                                              |                 |   | 300    |   |  |   |      |  
|                  | Minority interest in income of consolidated
    subsidiaries     |                 |   | 594    |   |  |   | 625   |  
|                  | Dividends paid by consolidated subsidiaries                      |                 |   | (981   | ) |  |   | (80   | )
|                  | Impact of foreign currency fluctuations on
    minority interest |                 |   | 97     |   |  |   | 190   |  
|                  | Other changes                                                    |                 |   |       |   |  |   | 10    |  
|                  |                                                                  |                 |   |        |   |  |   |      
|                  | Balance at end of year                                           |                 |  | 10,208 |   |  |  | 9,787 |  
|                  |                                                                  |                 |   |        |   |  |   |      



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In December 2001, Vivendi Environnement, through
    its subsidiary Vivendi Environnement Financière de
    lOuest, issued Titres Subordonné Remboursable en
    Actions Prioritaires (TSAR or obligated mandatorily redeemable
    security of subsidiary holding parent debentures) with a
    maturity in December 28, 2006. As a result of its features,
    the TSAR is recorded as minority interest in the balance sheet.

|                          |                                                                               |              |       |       |  |   |       |     | 
|------------------------- | ----------------------------------------------------------------------------- | ------------ | ----- | ----- |  | - | ----- | --- | 
|                          |                                                                               |             
|                          |                                                                               | December 31,
|                          |                                                                               |             
|                          |                                                                               | 2001         |       | 2000 
|                          |                                                                               |              |       |      
|                          |                                                                               |             
|                          |                                                                               | (In millions
|                          |                                                                               | of euros)   
|Provisions and allowances |                                                                               |              |       |       |  |   |       |    
|                          | Litigation                                                                    |              |      | 610   |  |   |      | 620 | 
|                          | Warranties and customer care                                                  |              |       | 311   |  |   |       | 312 | 
|                          | Financial depreciation of public service
    contracts fixed assets           |              |       | 762   |  |   |       | 568 | 
|                          | Maintenance and repair costs accrued in advance                               |              |       | 273   |  |   |       | 372 | 
|                          | Reserves related to fixed assets                                              |              |       | 106   |  |   |       | 310 | 
|                          | Valuation allowance on real estate                                            |              |       | 527   |  |   |       | 810 | 
|                          | Valuation allowance on work in progress and
    losses on long-term contracts |              |       | 484   |  |   |       | 718 | 
|                          | Closure and post closure costs                                                |              |       | 455   |  |   |       | 355 | 
|                          | Pensions                                                                      |              |       | 652   |  |   |       | 449 | 
|                          | Restructuring costs                                                           |              |       | 314   |  |   |       | 310 | 
|                          | Losses on investments in unconsolidated companies                             |              |       | 320   |  |   |       | 361 | 
|                          | Other                                                                         |              |       | 1,517 |  |   |       | 761 | 
|                          |                                                                               |              |       |       |  |   |       |    
|                          |                                                                               |             | 6,331 |       |  |  | 5,946 |    
|                          |                                                                               |              |       |       |  |   |       |    

|                                         |  |            |       |  
|---------------------------------------- |  | ---------- | ----- | -
|                                         |  | Provisions
|                                         |  | and       
|                                         |  | Allowances
|                                         |  |           
|Balance at January 1, 2001               |  |           | 5,946 |  
|Additions                                |  |            | 680   |  
|Reversals                                |  |            | (759  | )
|Changes in scope of consolidation        |  |            | 402   |  
|Foreign currency translation adjustments |  |            | 62    |  
|                                         |  |            |       |  
|Balance at December 31, 2001             |  |           | 6,331 |  
|                                         |  |            |       |  

F-39



---



##### 



|                                                       |                                                                       |                        |       |       |  |   |       |       | 
|------------------------------------------------------ | --------------------------------------------------------------------- | ---------------------- | ----- | ----- |  | - | ----- | ----- | 
|                                                       |                                                                       |                       
|                                                       |                                                                       | December 31,          
|                                                       |                                                                       |                       
|                                                       |                                                                       | 2001                   |       | 2000 
|                                                       |                                                                       |                        |       |      
|                                                       |                                                                       |                       
|                                                       |                                                                       | (In millions of euros)
|Other non-current liabilities and accrued
    expenses |                                                                       |                        |       |       |  |   |       |      
|                                                       | Sports rights                                                         |                        |      | 1,440 |  |   |      | 2,138 | 
|                                                       | Medium-term vendor credits                                            |                        |       | 847   |  |   |       | 1,045 | 
|                                                       | Royalties payable, participations and commitments                     |                        |       | 911   |  |   |       | 1,070 | 
|                                                       | Accrued compensation and other benefits                               |                        |       | 402   |  |   |       | 330   | 
|                                                       | Accrual for exit activities related to the
    acquisition of Seagram |                        |       | 300   |  |   |       | 400   | 
|                                                       | Litigation and contingencies                                          |                        |       | 528   |  |   |       | 374   | 
|                                                       | Vivendi Environnement                                                 |                        |       | 668   |  |   |       | 688   | 
|                                                       | Other                                                                 |                        |       | 592   |  |   |       | 292   | 
|                                                       |                                                                       |                        |       |       |  |   |       |      
|                                                       |                                                                       |                       | 5,688 |       |  |  | 6,337 |      
|                                                       |                                                                       |                        |       |       |  |   |       |      

|                 |                        |                 |        |        |  |   |        |        | 
|---------------- | ---------------------- | --------------- | ------ | ------ |  | - | ------ | ------ | 
|                 |                        |                
|                 |                        | December 31,   
|                 |                        |                
|                 |                        | 2001            |        | 2000  
|                 |                        |                 |        |       
|                 |                        |                
|                 |                        | (In millions of
|                 |                        | euros)         
|Accounts payable |                        |                 |        |        |  |   |        |       
|                 | Trade accounts payable |                 |       | 19,178 |  |   |       | 19,144 | 
|                 | Social costs payable   |                 |        | 7,236  |  |   |        | 4,353  | 
|                 |                        |                 |        |        |  |   |        |       
|                 |                        |                | 26,414 |        |  |  | 23,497 |       
|                 |                        |                 |        |        |  |   |        |       

Cash Flow Statement Data

|              |                    |                          |   |       |  |      |   |       |  |  |   |     | 
|------------- | ------------------ | ------------------------ | - | ----- |  | ---- | - | ----- |  |  | - | --- | 
|              |                    |                         
|              |                    | Years Ended December 31,
|              |                    |                         
|              |                    | 2001                     |   | 2000  |  | 1999
|              |                    |                          |   |       |  |     
|              |                    |                         
|              |                    | (In millions of euros)  
|Cash payments |                    |                          |   |       |  |      |   |       |  |  |   |    
|              | Interest paid, net |                          |  | 1,402 |  |      |  | 1,288 |  |  |  | 872 | 
|              | Income taxes paid  |                          |  | 684   |  |      |  | 229   |  |  |  | 370 | 

Other Data

|                                                |                                                            |                          |   |      |  |      |   |        |  |  |   |       | 
|----------------------------------------------- | ---------------------------------------------------------- | ------------------------ | - | ---- |  | ---- | - | ------ |  |  | - | ----- | 
|                                                |                                                            |                         
|                                                |                                                            | Years Ended December 31,
|                                                |                                                            |                         
|                                                |                                                            | 2001                     |   | 2000 |  | 1999
|                                                |                                                            |                          |   |      |  |     
|                                                |                                                            |                         
|                                                |                                                            | (In millions of euros)  
|Non-cash investing and financing
    activities |                                                            |                          |   |      |  |      |   |        |  |  |   |      
|                                                | Purchase of affiliates by issuance of common stock         |                          |  | 207  |  |      |  | 28,809 |  |  |  | 2,225 | 
|                                                | Issuance of common stock in settlement of note
    payable |                          |  | 177  |  |      |  | 1,405  |  |  |  | 620   | 

|                            |                              |                |     |      |  |  |     |     | 
|--------------------------- | ---------------------------- | -------------- | --- | ---- |  |  | --- | --- | 
|                            |                              |               
|                            |                              | Years Ended   
|                            |                              | December 31,  
|                            |                              |               
|                            |                              | 2001           |     | 2000
|                            |                              |                |     |     
|                            |                              |               
|                            |                              | (In thousands)
|Average number of employees |                              |                |     |      |  |  |     |    
|                            | Fully-consolidated           |                |     | 273  |  |  |     | 226 | 
|                            | Proportionately consolidated |                |     | 48   |  |  |     | 27  | 
|                            |                              |                |     |      |  |  |     |    
|                            |                              |                | 321 |      |  |  | 253 |    
|                            |                              |                |     |      |  |  |     |    

F-40



---



##### 



Note 9 Commitments and
Contingencies

The following table summarizes information on
Vivendi Universals most significant contractual
obligations and commercial commitments at December 31, 2001:

|                                          |  |  |    |                        |  |           |        |               |  |               |       |         |  |   |       |  |  |   |        |  |  |   |        | 
|----------------------------------------- |  |  | -- | ---------------------- |  | --------- | ------ | ------------- |  | ------------- | ----- | ------- |  | - | ----- |  |  | - | ------ |  |  | - | ------ | 
|                                          |  |  |    |                       
|                                          |  |  |    | Payments due by period
|                                          |  |  |    |                       
|                                          |  |  |    |                        |  | Less than |        | Between       |  | Between       |       | After  
|                                          |  |  |    | Total                  |  | 1 year    |        | 1 and 2 years |  | 2 and 5 years |       | 5 years
|                                          |  |  |    |                        |  |           |        |               |  |               |       |        
|                                          |  |  |    |                       
|                                          |  |  |    | (In millions of euros)
|Long-term debt                            |  |  | (1 | )                      |  |          | 27,777 |               |  |              |      |         |  |  | 3,434 |  |  |  | 14,288 |  |  |  | 10,055 | 
|Sports rights                             |  |  | (2 | )                      |  |           | 1,482  |               |  |               | 432   |         |  |   | 851   |  |  |   | 186    |  |  |   | 13     | 
|Broadcasting rights                       |  |  | (3 | )                      |  |           | 2,776  |               |  |               | 822   |         |  |   | 932   |  |  |   | 803    |  |  |   | 219    | 
|Creative talent and employment agreements |  |  | (4 | )                      |  |           | 886    |               |  |               | 539   |         |  |   | 161   |  |  |   | 173    |  |  |   | 13     | 
|Operating leases                          |  |  | (5 | )                      |  |           | 4,668  |               |  |               | 652   |         |  |   | 613   |  |  |   | 1,536  |  |  |   | 1,867  | 
|Real estate defeasances                   |  |  | (6 | )                      |  |           | 653    |               |  |               |      |         |  |   |      |  |  |   |       |  |  |   | 653    | 
|Public service contracts                  |  |  | (7 | )                      |  |           | 223    |               |  |               | 37    |         |  |   | 33    |  |  |   | 80     |  |  |   | 73     | 
|                                          |  |  |    |                        |  |           |        |               |  |               |       |         |  |   |       |  |  |   |        |  |  |   |        | 
|Total                                     |  |  |    |                        |  |          | 38,465 |               |  |              | 2,482 |         |  |  | 6,024 |  |  |  | 17,066 |  |  |  | 12,893 | 
|                                          |  |  |    |                        |  |           |        |               |  |               |       |         |  |   |       |  |  |   |        |  |  |   |        | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Long-term debt recorded in the balance sheet (See
    Note 5).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(2) | Exclusivity contracts for broadcasting sporting
    events by CANAL+ Group, recorded in the balance sheet
    (1,440 million
    in other non-current liabilities and
    42 million
    in provisions and allowances).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(3) | Primarily exclusivity contracts for broadcasting
    future film productions, acquisitions of program catalogs and
    leasing of satellite capacity by CANAL+ Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(4) | Agreements in the normal course of business,
    which relate to creative talent and employment agreements
    principally in the Music and TV & Film businesses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(5) | Lease obligations assumed in the normal course of
    business for rental of buildings and equipment, of which
    2.0 billion
    relates to Media & Communications businesses and
    2.7 billion
    relates to Vivendi Environnement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(6) | Lease obligations related to real estate
    defeasances. In April 1996, the disposal to Philip Morris
    Capital Corporation of three office buildings under construction
    was accompanied by a 30-year lease back arrangement effective
    upon completion of the buildings. Two of the buildings were
    completed in April 1998 and the third in April 2000. The annual
    rental expenses approximate
    34 million.
    In December 1996, three buildings in Berlin were sold and leased
    back under ten to thirty year leases at an annual rental expense
    of approximately
    28 million.
    The difference between Vivendi Universals rental
    obligation under the leases and the market rent received by
    Vivendi Universal is provided for when unfavorable. (Note: In
    addition to these lease obligations, capital lease obligations
    of
    997 million
    are included in long-term debt as required under French GAAP
    when the lease contract includes a purchase option, known in
    France as credit bail).
|   
|(7) | Minimum future payments for fees obligation with
    local authorities assumed under certain public service contracts
    by Vivendi Environnement and its subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

In addition to the above, Vivendi Universal and
its subsidiaries have various contingent liabilities relating to
specific transactions and to certain guarantees given in the
ordinary course of business, including performance and financial
guarantees, surety bonds and other signature commitments. Those
significant items relating to our Media & Communications
businesses are as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | On December 21, 2001, Vivendi Universal
    completed the sale of its spirits and wine business to Diageo
    plc and Pernod Ricard S.A. Under the Stock and Asset Purchase
    Agreement relating to that sale, Vivendi Universal made certain
    indemnifications to the purchasers including, among others, an
    indemnity for breaches of representations and warranties to a
    maximum of US$1 billion; however, any individual claim must
    exceed US$10 million to qualify for indemnification and the
    purchasers would

F-41



---



##### 



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | only receive indemnification for qualified claims
    which exceed US$81.5 million in the aggregate. In addition,
    Vivendi Universal provided an indemnity to Diageo potentially
    worth hundreds of millions of dollars and relating to certain
    litigation involving the Captain Morgan Rum brand. However, the
    parties to that litigation recently agreed to a settlement
    pursuant to which, among other things, Vivendi Universal agreed
    to pay Diageo US$75 million if it were to sell its Malibu
    Rum Business to Allied Domecq plc and obtain the dismissal of
    all Captain Morgan Rum litigation with prejudice. Upon the
    closing of the sale and dismissal of the litigation and payment
    of the US$75 million by Vivendi Universal, all of the
    Vivendi Universal indemnification obligations related to this
    litigation will be extinguished. The Stock and Asset Purchase
    Agreement also provides for post-closing adjustments to the
    purchase price received by Vivendi Universal based upon, among
    other things, the spirits and wine businesss Closing Net
    Indebtedness and Closing Net Working Capital (as defined in the
    Stock and Asset Purchase Agreement).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | As discussed in Notes 2 and 14 to our
    consolidated financial statements, concurrent with Vivendi
    Universals sale of 400.6 million BSkyB ordinary
    shares to the QSPEs, Vivendi Universal entered into a total rate
    of return swap with the financial institution that holds the
    QSPEs exchangeable debt. At inception, the swap provided
    Vivendi Universal with a subordinated economic interest in 89%
    of 400.6 million BSkyB ordinary shares through October
    2005. As described below, the swap was partially terminated in
    December 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |   | Based on BSkyBs ordinary share price at
    December 31, 2001, if BSkyBs ordinary share price
    were to decline to
    0.0, Vivendi
    Universals financial statement exposure to the financial
    institution under the total rate of return swap after
    December 31, 2001 could be as much as approximately
    2.6 billion
    under French GAAP and
    3.1 billion
    under US GAAP, depending on the pattern and timing of decline in
    BSkyBs share price. For French GAAP purposes, the
    2.6 billion
    exposure includes the potential loss of the
    1.0 billion
    asset Vivendi Universal recorded in its balance sheet at
    December 31, 2001 relating to these transactions (Note 14
    to our consolidated financial statements) and
    1.6 billion
    that is not reflected as either an asset or liability in Vivendi
    Universals French GAAP balance sheet at December 31,
    2001. For US GAAP purposes, the
    3.1 billion
    exposure includes the potential loss of the
    0.5 billion
    asset Vivendi Universal recorded in its balance sheet at
    December 31, 2001 relating to these transactions (Note 14
    to our consolidated financial statements) and
    2.6 billion
    that is not reflected as either an asset or liability in Vivendi
    Universals US GAAP balance sheet at December 31, 2001. The
    pattern and timing of any decline in BSkyBs share price
    after December 31, 2001 would affect Vivendi
    Universals exposure under the total rate of return swap
    due to the swaps reset mechanism described in Note 2 to
    our consolidated financial statements; a relatively slower,
    steady rate of decline in BSkyBs share price would tend to
    increase Vivendi Universals exposure under the swap as
    compared with an immediate drop in the share price. The maximum
    amount of cash that Vivendi Universal would have to pay to the
    financial institution under the total rate of return swap if the
    BSkyB share price were to decline to
    0, would be
    approximately
    2.6 billion.
|
| |   | Vivendi Universals proceeds from the
    December 2001 partial swap settlement relative to
    150 million BSkyB ordinary shares was net of the financial
    institutions structuring and facilitation fees of
    34 million
    related to the financial institutions issuance of share
    certificates redeemable for 150 million BSkyB ordinary
    shares in December 2001. If similar transactions occur in
    settling the remaining 250.6 million BSkyB ordinary shares
    covered by the total rate of return swap at December 31,
    2001, structuring and facilitation fees absorbed by Vivendi
    Universal would be negotiated by Vivendi Universal and the
    financial institution based on market conditions at the time of
    settlement. Assuming terms identical to the December 2001 swap
    settlement, those fees would be
    56 million
    (37 million
    after tax) on the 250.6 million BSkyB shares covered by the
    swap at December 31, 2001, and would be recognized by
    Vivendi Universal, under French GAAP, when the swap is
    settled. Under US GAAP, the fees are reflected in Vivendi
    Universals US GAAP fair value measurement of the total
    rate of return swap at December 31, 2001, as described in
    Note 14 to our consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |   | In connection with the financial
    institutions issuance of the share certificates described
    in Note 2 to our consolidated financial statements, Vivendi
    Universal indemnified the financial institution for any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-42



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##### 



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | amounts the financial institution is required to
    pay and/or deliver to holders of those share certificates that
    the financial institution does not receive as holder of
    QSPEs exchangeable debt. Vivendi Universal believes any
    payments it might be required to make under the indemnification,
    which most likely would result from the commencement of dividend
    payments on BSkyBs ordinary shares, would be offset by
    Vivendi Universals receipt, as the QSPEs ordinary
    shareholder, of dividends paid on the QSPEs BSkyB shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | In connection with the sale of our investment in
    the junior preferred shares of AOL Europe (AOLE), Vivendi
    Universal entered into a total return swap agreement with the
    financial institution, which expires on March 31, 2003.
    Under the terms of the agreement, Vivendi Universal retains the
    financial risk for any instance where AOLEs net available
    value is below US$812 million as at March 31, 2003.
    AOLEs net available value is contractually defined as
    the fair value of AOLE and its subsidiaries assets and
    businesses (including their assets and liabilities, but
    excluding their indebtedness and other obligations for borrowed
    money, including guarantees) on a going concern basis, less its
    aggregate amount of indebtedness and other obligations for
    borrowed money (including guarantees) and the aggregate amount
    payable to the holders of any shares of AOLE capital stock
    ranking senior to preferred E shares upon a liquidation as
    at March 31, 2003. The net available value of AOLE will be
    evaluated by two appraisers in April 2003. In the case of a 10%
    value difference, a third appraiser will be appointed. At
    December 31, 2001, the net available value of AOLE did not
    present any financial risk to Vivendi Universal.
|
| |  | In connection with the purchase of Rondor Music
    International in 2000, there exists a contingent purchase price
    adjustment based on the market price of Vivendi Universal
    shares. The contingent purchase price adjustment was triggered
    in April 2002 when the market value of Vivendi Universal shares
    fell below US$37.50 for ten consecutive trading days. The
    liability for this adjustment is approximately
    US$230 million, a portion of which must be paid in Vivendi
    Universal shares with the balance payable in shares or cash, at
    Vivendi Universals option. The payment is expected to be
    paid to the previous owners of Rondor in early 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | In connection with the 3G UMTS license granted to
    SFR by the French government in 2001, we are committed to make
    future license payments equal to 1% of 3G revenues earned when
    the service commences, currently expected to be in 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | In connection with its 55% interest in Monaco
    Telecom, Vivendi Universal granted a put option to the
    Principality of Monaco, which owns the remaining 45% of Monaco
    Telecom. The option grants the Société Nationale de
    Financement in Monaco the right to sell to Compagnie
    Monégasque de Communication, a subsidiary of Vivendi
    Universal, at any time until December 2009, its 45% interest in
    Monaco Telecom under the following terms. Prior to May 26,
    2002, Société Nationale de Financement can put up to
    29% of its interest in Monaco Telecom for
    51 million
    or proportion thereof and its residual 16% interest at fair
    value. Between May 26, 2002 and December 2009,
    Société Nationale de Financement can put its entire
    45% interest at fair value. The option may be exercised in
    increments but each exercise must be for not less than 10% of
    the shares. The fair value of Monaco Telecom will be evaluated
    by two independent appraisers (one nominated by Vivendi
    Universal and the other by the Principality of Monaco) who will
    have two months to agree on a value. In the event an agreement
    is not reached, the two parties will jointly appoint a third
    appraiser.                                                                      
|
| |  | Under the terms of the partnership agreement
    signed on April 11, 1997, Cegetel Group agreed to purchase
    from Société Nationale des Chemins de Fer
    Français (SNCF) their interest in Télécom
    Développement over a five year period beginning from the
    effective date of the partnership agreement on July 11,
    1997. The purchase price will be fixed by an expert but should
    not be lower than
    461 million.
    Additionally, the shareholders agreement includes exit
    conditions for both parties through a reciprocal buy or sell
    agreement at a price still to be determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  | In connection with its interest in Maroc Telecom,
    Vivendi Universal and the Kingdom of Morocco contracted a
    reciprocal call and put option related to a 16% interest in
    Maroc Telecom currently held by the Kingdom of Morocco. The
    options can be exercised from September 1, 2003 to
    June 1, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-43



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##### 



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | between the parties at then fair value, except if
    before September 1, 2003, the Kingdom of Morocco places
    this 16% interest with a third party investor or if Vivendi
    Universal exercises preemption rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | In connection with its approximate 26% equity
    stake in the Xfera joint venture, the recipient of a third
    generation UMTS mobile telecommunications license in Spain,
    Vivendi Universal has contributed a
    940 million
    surety contract related to vendor financing arrangements. These
    arrangements, with several vendors, have been entered into to
    potentially finance amounts payable for network equipment up to
    a total amount of
    1.9 billion.
    To date, none of this financing has been utilized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | In connection with its investment in Cinema
    Corporation International, Vivendi Universal has provided
    guarantees related to bank facilities and theatre rents for
    approximately
    378 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | In connection with the development of USG Orlando
    in Florida, Vivendi Universal assumed all commitments initially
    given by Seagram. These included a completion agreement that
    guaranteed the completion of three hotels, one of which remains
    to be completed, and a commitment to cover our proportionate
    share (25%) of the operating deficit, if any, of the hotels,
    capped at US$30 million per year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | As of April 24, 2002, Vivendi Universal
    would require a total of approximately 58.9 million of its
    ordinary shares in order to satisfy the exercise of stock
    options granted to its directors and officers pursuant to
    various stock option plans. Vivendi Universal both sells puts
    and buys calls in order to provide, in part, for its share needs
    as a result of these outstanding stock options. Except for one
    put sold in 1998, Vivendi Universal in 2001 sold puts to banks
    on 19.7 million ordinary shares at exercise prices ranging
    from 60.40 to
    80.00 in 2002
    and 3.1 million ordinary shares at an exercise price of
    50.50 in January
    2003. As of April 30, 2002, approximately 16 million
    of these puts remain outstanding. Vivendi Universal may settle
    the puts contractually either by paying an average of
    69 in cash per
    ordinary share for each ordinary share that is put, or by
    directing the banks to sell to the market each ordinary share
    that is put and paying the banks the difference, in cash,
    between the price the banks receive per ordinary share and the
    strike price (averaging
    69). Vivendi
    Universal may also offer to extend the duration of certain of
    the puts in exchange for a reduction in the average
    69 strike price.
    Vivendi Universals contingent liability relating to these
    puts is approximately
    1.1 billion
    to settle the 16 million puts outstanding for cash at an
    average of 69
    per put and approximately
    540 million
    to settle the 16 million puts outstanding for cash by
    paying the banks the difference between the average of
    69 per put and
    the market price per ordinary share of Vivendi Universal as of
    April 30, 2002. In addition, Vivendi Universal purchases
    calls on its ordinary shares, from time to time, in order to
    satisfy the exercise of stock options. In June 2001, Vivendi
    Universal purchased a call on ordinary shares at a fixed price
    to satisfy the exercise of stock options that have an exercise
    price above 75
    per ordinary share. In connection with the purchase of this
    call, Vivendi Universal sold to the seller of the call
    9.5 million treasury shares to enable such seller to manage
    its risk.

Significant commitments and contingent
liabilities relating to our Environmental Services are as
follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | As part of their contractual obligations under
    concession agreements, Vivendi Environnement and its
    subsidiaries assume responsibility for the replacement of fixed
    assets in the publicly-owned utility networks they manage. The
    estimated replacement costs for which they are responsible over
    the remaining life of the contracts totals
    2.4 billion.                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | In the normal course of business, Vivendi
    Environnement and its subsidiaries provide specific guarantees
    that cover both prepayments received and operating/ performance
    obligations related to major contracts. These guarantees
    approximated 3.1
    billion at December 31, 2001, including:
    0.8 billion
    of performance guarantees issued by subsidiaries of Vivendi
    Environnement,
    0.4 billion
    of performance guarantees issued by Vivendi Environnement on
    behalf of its subsidiaries either directly to clients or to
    financial institutions as counter guarantees and
    0.2 billion in
    financial guarantees given by US Filter for projects undertaken
    with its industrial customers.
|
| |  | In connection with the acquisition of 49% of B
    1998 SL, the Spanish holding company that owns 56.5% of FCC,
    Vivendi Universal granted an option to the primary shareholder
    of the holding company. This                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-44



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##### 



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | option grants the primary shareholder the right
    to sell to Vivendi Universal, at any time between April 18,
    2000 and October 6, 2008, their remaining 51% in the
    holding company at a price based on the average market value of
    FCCs shares during the three months preceding the exercise
    of the option (up to 7 times FCCs EBITDA or 29.5
    times FCCs earnings per share for the previous year,
    whichever is lower). At December 31, 2001, Vivendi
    Universal would have to pay an estimated
    812 million
    if the option were to have been exercised.
|
| |  | Vivendi Environnement has a potential obligation
    of approximately
    613 million
    under the Berlin water contract to pay previous land owners, not
    indemnified by the Berlin government, who may present claims for
    payments.                                                                                                                                                                                                                                                                                                                                                  

Significant commitments and contingent
liabilities relating to our Non-Core businesses, primarily real
estate operations, are as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | As previously discussed, in December 2000,
    Vivendi Universal sold a 49.9% interest in Sithe to Exelon for
    approximately US$696 million, the net proceeds of which
    were approximately US$475 million. As a result of the
    transaction Exelon became the controlling shareholder of Sithe
    and Vivendi Universal retained a minority interest of
    approximately 34%. Vivendi Universals remaining interest
    is subject to a put and call option. For a period of three years
    beginning in December 2002, Vivendi Universal can put to Exelon,
    or Exelon can call from Vivendi Universal, Vivendi
    Universals remaining interest. Under the terms of the
    contract the price is subject to a cap and a floor.
|
| |  | Two guarantees capped at
    250 million
    each extended when Vivendi Universal sold its hotel business to
    a consortium composed of Accor, Blackstone and Colony, and sold
    several office towers and housing complexes to Unibail.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Various other pledges and guarantees to banks
    related to real estate operations, which individually range from
    43,000 to
    46 million
    and together total
    371 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

LitigationVivendi
Universal is subject to various litigation in the normal course
of business. Although it is not possible to predict the outcome
of such litigation with certainty, based on the facts known to
us and after consultation with counsel, management believes that
such litigation will not have a material adverse effect on our
financial position or results of operations. For further
discussion of litigation, see Item 8 
Financial Information  Litigation.

Environmental
mattersVivendi Universals
operations are subject to evolving and increasingly stringent
environmental regulations in a number of jurisdictions. Vivendi
Universals operations are covered by insurance policies.
At December 31, 2001, there were no significant
environmental losses.

Note 10 Segment Information

Business Segment Data

Vivendi Universal operates in two global core
businesses: Media & Communications and Environmental
Services. The principal reportable segments within these
businesses are: Music, Publishing, TV & Film, Telecoms,
Internet and Environmental Services. Each reportable segment is
a strategic business unit that offers different products and
services that are marketed through different channels. Segments
are managed separately because of their unique customers,
technology, and marketing and distribution requirements.
Management evaluates the performance of its segments and
allocates resources to them based on several performance
measures, including EBITDA for its Media &
Communications business segments. As defined by Vivendi
Universal, EBITDA consists of operating income before
depreciation, amortization (including film amortization at
CANAL+ Group and book plate amortization at Vivendi Universal
Publishing), restructuring charges and other one-time items
(principally reorganization costs at CANAL+ Group), and does not
reflect adjustment for any minority interest in fully
consolidated subsidiaries. EBITDA should not be considered an
alternative to operating or net income as an indicator of
Vivendi Universals performance or as an alternative to
cash flows from operating activities as a measure of liquidity,
in each case determined in accordance with generally accepted
accounting principles. In addition, EBITDA may not be strictly
comparable to similarly

F-45



---



##### 



titled measures widely used in the United States
or reported by other companies. There are no intersegment
revenues; however, corporate headquarters allocates a portion of
its costs to each of its operating segments. Vivendi Universal
does not allocate interest income, interest expense, income
taxes or unusual items to segments.


|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|----------------------------- |  | ---------------------- | ------ | ---------- |  | ------ | ----- | -------- |  | -------- | ------ | ----------- |  | -------------- | ------ | ------------- |  | ---------- | ----- | --------- |  |  | ------ | - |  |  | ------- | - |  |  | ------ |  |  |  | ------ | - |  |  | ------- | 
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       | Total    
|                              |  |                        |        |            |  | TV     |       |          |  |          |        | Holding     |  | Total Media &  |        | Environmental |  | Non-Core   |       | Vivendi  
|                              |  | Music                  |        | Publishing |  | & Film |       | Telecoms |  | Internet |        | & Corporate |  | Communications |        | Services(3)   |  | Businesses |       | Universal
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |          
|                              |  |                       
|                              |  | (In millions of euros)
|December 31, 2001             |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Revenues                      |  |                        | 6,560  |            |  |        | 4,286 |          |  |          | 9,501  |             |  |                | 7,639  |               |  |            | 129   |           |  |  |       |   |  |  | 28,115  |   |  |  | 29,094 |  |  |  | 151    |   |  |  | 57,360  | 
|EBITDA                        |  |                        | 1,158  |            |  |        | 817   |          |  |          | 1,224  |             |  |                | 2,307  |               |  |            | (209  | )         |  |  | (261   | ) |  |  | 5,036   |   |  |  |        |  |  |  |        |   |  |  |         | 
|Depreciation and amortization |  |                        | (439   | )          |  |        | (269  | )        |  |          | (1,082 | )           |  |                | (978   | )             |  |            | (44   | )         |  |  | (65    | ) |  |  | (2,877  | ) |  |  |        |  |  |  |        |   |  |  |         | 
|Other one-time items          |  |                        |       |            |  |        | (1    | )        |  |          | (192   | )           |  |                | 1      |               |  |            |      |           |  |  |       |   |  |  | (192    | ) |  |  |        |  |  |  |        |   |  |  |         | 
|Restructuring charges         |  |                        |       |            |  |        | (68   | )        |  |          | (24    | )           |  |                |       |               |  |            | (37   | )         |  |  |       |   |  |  | (129    | ) |  |  |        |  |  |  |        |   |  |  |         | 
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Operating income (loss)       |  |                        | 719    |            |  |        | 479   |          |  |          | (74    | )           |  |                | 1,330  |               |  |            | (290  | )         |  |  | (326   | ) |  |  | 1,838   |   |  |  | 1,964  |  |  |  | (7     | ) |  |  | 3,795   | 
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Capital expenditures          |  |                        | 133    |            |  |        | 193   |          |  |          | 556    |             |  |                | 1,534  |               |  |            | 20    |           |  |  | 6      |   |  |  | 2,442   |   |  |  | 2,879  |  |  |  | 17     |   |  |  | 5,338   | 
|Segment assets                |  |                        | 21,907 |            |  |        | 7,409 |          |  |          | 42,536 |             |  |                | 12,760 |               |  |            | 825   |           |  |  | 9,881  |   |  |  | 95,318  |   |  |  | 41,892 |  |  |  | 1,792  |   |  |  | 139,002 | 
|Equity method investments     |  |                        | 30     |            |  |        | (13   | )        |  |          | 7,988  |             |  |                | 899    |               |  |            | (465  | )         |  |  | 132    |   |  |  | 8,571   |   |  |  | 605    |  |  |  |       |   |  |  | 9,176   | 
|December 31, 2000(1)          |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Revenues                      |  |                        | 495    |            |  |        | 3,540 |          |  |          | 4,248  |             |  |                | 5,270  |               |  |            | 48    |           |  |  |       |   |  |  | 13,601  |   |  |  | 26,294 |  |  |  | 1,685  |   |  |  | 41,580  | 
|EBITDA                        |  |                        | 94     |            |  |        | 493   |          |  |          | 526    |             |  |                | 1,131  |               |  |            | (183  | )         |  |  | (137   | ) |  |  | 1,924   |   |  |  |        |  |  |  |        |   |  |  |         | 
|Depreciation and amortization |  |                        | (8     | )          |  |        | (148  | )        |  |          | (637   | )           |  |                | (645   | )             |  |            | (11   | )         |  |  | (58    | ) |  |  | (1,507  | ) |  |  |        |  |  |  |        |   |  |  |         | 
|Other one-time items          |  |                        |       |            |  |        | (173  | )        |  |          | (243   | )           |  |                | (22    | )             |  |            | (1    | )         |  |  | (17    | ) |  |  | (456    | ) |  |  |        |  |  |  |        |   |  |  |         | 
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Operating income (loss)       |  |                        | 86     |            |  |        | 172   |          |  |          | (354   | )           |  |                | 464    |               |  |            | (195  | )         |  |  | (212   | ) |  |  | (39     | ) |  |  | 1,589  |  |  |  | 273    |   |  |  | 1,823   | 
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Capital expenditures          |  |                        | 49     |            |  |        | 136   |          |  |          | 788    |             |  |                | 1,104  |               |  |            | 73    |           |  |  | 4      |   |  |  | 2,154   |   |  |  | 2,613  |  |  |  | 1,033  |   |  |  | 5,800   | 
|Segment assets                |  |                        | 23,745 |            |  |        | 5,090 |          |  |          | 47,752 |             |  |                | 9,885  |               |  |            | 1,076 |           |  |  | 22,237 |   |  |  | 109,785 |   |  |  | 38,057 |  |  |  | 2,896  |   |  |  | 150,738 | 
|Equity method investments     |  |                        | 15     |            |  |        | 4     |          |  |          | 6,208  |             |  |                | 1,460  |               |  |            | 25    |           |  |  | 938    |   |  |  | 8,650   |   |  |  | 527    |  |  |  |       |   |  |  | 9,177   | 
|December 31, 2000             |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Revenues                      |  |                        | 495    |            |  |        | 3,540 |          |  |          | 4,248  |             |  |                | 5,270  |               |  |            | 48    |           |  |  |       |   |  |  | 13,601  |   |  |  | 26,512 |  |  |  | 1,685  |   |  |  | 41,798  | 
|EBITDA                        |  |                        | 94     |            |  |        | 493   |          |  |          | 526    |             |  |                | 1,303  |               |  |            | (183  | )         |  |  | (137   | ) |  |  | 2,096   |   |  |  |        |  |  |  |        |   |  |  |         | 
|Depreciation and amortization |  |                        | (8     | )          |  |        | (148  | )        |  |          | (637   | )           |  |                | (817   | )             |  |            | (11   | )         |  |  | (58    | ) |  |  | (1,679  | ) |  |  |        |  |  |  |        |   |  |  |         | 
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Operating income (loss)       |  |                        | 86     |            |  |        | 345   |          |  |          | (111   | )           |  |                | 486    |               |  |            | (194  | )         |  |  | (195   | ) |  |  | 417     |   |  |  | 1,897  |  |  |  | 257    |   |  |  | 2,571   | 
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Capital expenditures          |  |                        | 49     |            |  |        | 136   |          |  |          | 788    |             |  |                | 1,104  |               |  |            | 73    |           |  |  | 4      |   |  |  | 2,154   |   |  |  | 2,613  |  |  |  | 1,033  |   |  |  | 5,800   | 
|Segment assets                |  |                        | 23,745 |            |  |        | 5,090 |          |  |          | 47,752 |             |  |                | 9,885  |               |  |            | 1,076 |           |  |  | 22,237 |   |  |  | 109,785 |   |  |  | 38,057 |  |  |  | 2,896  |   |  |  | 150,738 | 
|Equity method investments     |  |                        | 15     |            |  |        | 4     |          |  |          | 6,208  |             |  |                | 1,460  |               |  |            | 25    |           |  |  | 938    |   |  |  | 8,650   |   |  |  | 527    |  |  |  |       |   |  |  | 9,177   | 
|December 31, 1999(2)          |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Revenues                      |  |                        |       |            |  |        | 3,278 |          |  |          | 1,151  |             |  |                | 3,913  |               |  |            | 2     |           |  |  |       |   |  |  | 8,344   |   |  |  | 20,959 |  |  |  | 11,552 |   |  |  | 40,855  | 
|EBITDA                        |  |                        |       |            |  |        | 410   |          |  |          | 85     |             |  |                | 494    |               |  |            | (34   | )         |  |  | (76    | ) |  |  | 879     |   |  |  |        |  |  |  |        |   |  |  |         | 
|Depreciation and amortization |  |                        |       |            |  |        | (58   | )        |  |          | (188   | )           |  |                | (554   | )             |  |            | (1    | )         |  |  | (76    | ) |  |  | (877    | ) |  |  |        |  |  |  |        |   |  |  |         | 
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Operating income (loss)       |  |                        |       |            |  |        | 352   |          |  |          | (103   | )           |  |                | (60    | )             |  |            | (35   | )         |  |  | (152   | ) |  |  | 2       |   |  |  | 1,483  |  |  |  | 351    |   |  |  | 1,836   | 
|                              |  |                        |        |            |  |        |       |          |  |          |        |             |  |                |        |               |  |            |       |           |  |  |        |   |  |  |         |   |  |  |        |  |  |  |        |   |  |  |         | 
|Capital expenditures          |  |                        |       |            |  |        | 96    |          |  |          | 206    |             |  |                | 1,053  |               |  |            | 6     |           |  |  |       |   |  |  | 1,361   |   |  |  | 1,905  |  |  |  | 2,363  |   |  |  | 5,629   | 



---



|    |                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2001 (see Note 1 to the Consolidated
    Financial Statements).                                                                                                                                                                                      
|   
|(2) | In order to facilitate the comparability of 2000
    and 1999 financial results, the 1999 results are presented in
    accordance with accounting policies in effect in 2000.                                                                                                                                                 
|   
|(3) | Vivendi Environnements published figures
    may differ than the figures presented in Vivendi
    Universals consolidated financial statements, primarily
    due to the elimination of non-material intercompany
    transactions. Furthermore, Vivendi Universals definition
    of operating income differs from Vivendi

F-46



---



##### 



| |                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Environnements definition of EBIT utilized
    in their December 31, 2001 accounts by an amount of
    2,013 million
    (excluding restructuring charges of
    49 million).

Geographic Data

The following table presents by geographic area
revenues for 2001, 2000 and 1999 and long-lived assets for 2001
and 2000:

|                         |  |                          |        |         |  |      |        |         |  |   |        |  |  |   |        | 
|------------------------ |  | ------------------------ | ------ | ------- |  | ---- | ------ | ------- |  | - | ------ |  |  | - | ------ | 
|                         |  |                         
|                         |  | Years Ended December 31,
|                         |  |                         
|                         |  | 2001                     |        | 2000(1) |  | 2000 |        | 1999(2)
|                         |  |                          |        |         |  |      |        |        
|                         |  |                         
|                         |  | (In millions of euros)  
|Revenues                 |  |                          |        |         |  |      |        |         |  |   |        |  |  |   |        | 
|France                   |  |                         | 24,285 |         |  |     | 20,933 |         |  |  | 21,174 |  |  |  | 23,611 | 
|United Kingdom           |  |                          | 4,170  |         |  |      | 2,992  |         |  |   | 2,969  |  |  |   | 3,241  | 
|Rest of Europe           |  |                          | 10,456 |         |  |      | 7,421  |         |  |   | 7,421  |  |  |   | 7,355  | 
|United States of America |  |                          | 12,654 |         |  |      | 7,009  |         |  |   | 7,009  |  |  |   | 4,659  | 
|Rest of World            |  |                          | 5,795  |         |  |      | 3,225  |         |  |   | 3,225  |  |  |   | 1,989  | 
|                         |  |                          |        |         |  |      |        |         |  |   |        |  |  |   |        | 
|                         |  |                         | 57,360 |         |  |     | 41,580 |         |  |  | 41,798 |  |  |  | 40,855 | 
|                         |  |                          |        |         |  |      |        |         |  |   |        |  |  |   |        | 

|                         |  |                 |        |      |  |   |         | 
|------------------------ |  | --------------- | ------ | ---- |  | - | ------- | 
|                         |  |                
|                         |  | December 31,   
|                         |  |                
|                         |  | 2001            |        | 2000
|                         |  |                 |        |     
|                         |  |                
|                         |  | (In millions of
|                         |  | euros)         
|Long-lived assets        |  |                 |        |      |  |   |         | 
|France                   |  |                | 26,402 |      |  |  | 38,605  | 
|United Kingdom           |  |                 | 2,781  |      |  |   | 8,439   | 
|Rest of Europe           |  |                 | 10,770 |      |  |   | 9,180   | 
|United States of America |  |                 | 53,522 |      |  |   | 48,070  | 
|Rest of World            |  |                 | 5,599  |      |  |   | 8,286   | 
|                         |  |                 |        |      |  |   |         | 
|                         |  |                | 99,074 |      |  |  | 112,580 | 
|                         |  |                 |        |      |  |   |         | 



---



|    |                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Restated to give effect to changes in accounting
    policies adopted in 2001 (see Note 1 to the Consolidated
    Financial Statements).                                     
|   
|(2) | In order to facilitate the comparability of 2000
    and 1999 financial results, the 1999 results are presented in
    accordance with accounting policies in effect in 2000.

F-47



---



##### 



Note 11 Significant
Subsidiaries

Significant subsidiaries through which Vivendi
Universal conducted the majority of its operations as at
December 31, 2001 are as follows:

|                       |                                       |                                    |  |            |    |           |  |              |              |  |  |      |  |  |  |  |      | 
|---------------------- | ------------------------------------- | ---------------------------------- |  | ---------- | -- | --------- |  | ------------ | ------------ |  |  | ---- |  |  |  |  | ---- | 
|                       |                                       |                                    |  |            |    |          
|                       |                                       |                                    |  | Accounting |    | Ownership
|                       |                                       |                                    |  | Method     |    | Interest 
|                       |                                       |                                    |  |            |    |          
|                       |                                       |                                    |  |            |    |          
|VIVENDI UNIVERSAL      |                                       |                                    |  |            |    |           |  |              |              |  |  |      |  |  |  | 
|Media & Communications |                                       |                                    |  |            |    |           |  |              |              |  |  |      |  |  |  | 
|Music                  |                                       |                                    |  |            |    |           |  |              |              |  |  |      |  |  |  | 
|                       | Centenary Holding N.V.                |                                    |  |            |    |           |  | Consolidated |              |  |  | 92%  |  |  |  |  |     
|                       |                                       | Universal Music (UK) Holdings Ltd. |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Universal Holding GmbH             |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Universal Music K.K.               |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Universal Music S.A. France        |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       | Universal Studios, Inc.               |                                    |  |            |    |           |  | Consolidated |              |  |  | 92%  |  |  |  |  |     
|                       |                                       | Polygram Holding, Inc.             |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Interscope Records                 |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Def Jam Records, Inc.              |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|Publishing             |                                       |                                    |  |            |    |           |  |              |              |  |  |      |  |  |  | 
|                       | Vivendi Universal Publishing          |                                    |  |            |    |           |  | Consolidated |              |  |  | 100% |  |  |  |  |     
|                       |                                       | Houghton Mifflin Company           |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Vivendi Universal Games, Inc.      |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Groupe Expansion                   |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Groupe Moniteur                    |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Editions Robert Laffont            |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Promotec                           |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Larousse-Bordas                    |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Groupe Tests                       |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | Comareg                            |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|TV & Film              |                                       |                                    |  |            |    |           |  |              |              |  |  |      |  |  |  | 
|                       | Groupe Canal S.A.                     |                                    |  |            |    |           |  | Consolidated |              |  |  | 100% |  |  |  |  |     
|                       |                                       | Canal Plus                         |  |            | (1 | )         |  |              | Consolidated |  |  |      |  |  |  |  | 49%  | 
|                       |                                       | Canal Satellite                    |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 66%  | 
|                       |                                       | StudioCanal                        |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       | Universal Pictures International B.V. |                                    |  |            |    |           |  | Consolidated |              |  |  | 92%  |  |  |  |  |     
|                       | Universal Studios, Inc.               |                                    |  |            |    |           |  | Consolidated |              |  |  | 92%  |  |  |  |  |     
|                       |                                       | Universal City Studios, Inc.       |  |            |    |           |  |              | Consolidated |  |  |      |  |  |  |  | 100% | 
|                       |                                       | USANi LLC                          |  |            |    |           |  |              | Equity       |  |  |      |  |  |  |  | 49%  | 

F-48



---



##### 



|                       |                                              |                                                  |  |            |    |           |  |                             |              |  |  |      |  |  |     |  |      | 
|---------------------- | -------------------------------------------- | ------------------------------------------------ |  | ---------- | -- | --------- |  | --------------------------- | ------------ |  |  | ---- |  |  | --- |  | ---- | 
|                       |                                              |                                                  |  |            |    |          
|                       |                                              |                                                  |  | Accounting |    | Ownership
|                       |                                              |                                                  |  | Method     |    | Interest 
|                       |                                              |                                                  |  |            |    |          
|                       |                                              |                                                  |  |            |    |          
|Telecoms               |                                              |                                                  |  |            |    |           |  |                             |              |  |  |      |  |  |     | 
|                       | Cegetel Group                                |                                                  |  | (2         | )  |           |  | Consolidated                |              |  |  | 44%  |  |  |     |  |     
|                       |                                              | Cegetel                                          |  |            | (3 | )         |  |                             | Consolidated |  |  |      |  |  |     |  | 80%  | 
|                       |                                              | Société Française du
    Radiotéléphone (S.F.R.) |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 80%  | 
|                       | Vivendi Telecom International                |                                                  |  |            |    |           |  | Consolidated                |              |  |  | 100% |  |  |     |  |     
|                       |                                              | Vivendi Telecom Hungary                          |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | Kencell                                          |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 60%  | 
|                       |                                              | Monaco Telecom                                   |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 55%  | 
|                       |                                              | Maroc Telecom                                    |  |            | (2 | )         |  |                             | Consolidated |  |  |      |  |  |     |  | 35%  | 
|                       |                                              | Elektrim Telekomunikacja                         |  |            |    |           |  |                             | Equity       |  |  |      |  |  |     |  | 49%  | 
|                       |                                              | Xfera                                            |  |            |    |           |  |                             | Equity       |  |  |      |  |  |     |  | 26%  | 
|Internet               |                                              |                                                  |  |            |    |           |  |                             |              |  |  |      |  |  |     | 
|                       | Vivendi Universal Net                        |                                                  |  |            |    |           |  | Consolidated                |              |  |  | 100% |  |  |     |  |     
|                       |                                              | i-France                                         |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | Scoot Europe                                     |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | Ad-2-One                                         |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | CanalNumedia                                     |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | Vizzavi Europe                                   |  |            |    |           |  |                             | Equity       |  |  |      |  |  |     |  | 50%  | 
|                       |                                              | Scoot.com plc                                    |  |            |    |           |  |                             | Equity       |  |  |      |  |  |     |  | 22%  | 
|                       | Vivendi Universal Net U.S.A. Group,
    Inc. |                                                  |  |            |    |           |  | Consolidated                |              |  |  | 100% |  |  |     |  |     
|                       |                                              | MP3.com, Inc.                                    |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | EMusic.com, Inc.                                 |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | Flipside, Inc./ Uproar, Inc.                     |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 83%  | 
|Environmental Services |                                              |                                                  |  |            |    |           |  |                             |              |  |  |      |  |  |     | 
|                       | Vivendi Environnement                        |                                                  |  |            |    |           |  | Consolidated                |              |  |  | 63%  |  |  |     |  |     
|                       |                                              | Vivendi Water                                    |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | CGEA Onyx                                        |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | CGEA Connex                                      |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 100% | 
|                       |                                              | Dalkia                                           |  |            |    |           |  |                             | Consolidated |  |  |      |  |  |     |  | 66%  | 
|                       |                                              | FCC                                              |  |            | (4 | )         |  | ProportionatelyConsolidated |              |  |  |      |  |  | 28% | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Consolidated because Vivendi Universal has a
    majority of the Board of Directors, bears the operational risk
    and rewards of Canal Plus and no other shareholder or groups of
    shareholders exercise substantive participating rights, which
    would allow them to veto or block decisions taken by Vivendi
    Universal.                               
|   
|(2) | Consolidated because, through a
    shareholders agreement, Vivendi Universal has a majority
    of the shareholder voting rights and no other shareholder or
    groups of shareholders exercise substantive participating
    rights, which would allow them to veto or block decisions taken
    by Vivendi Universal.                                          
|   
|(3) | Formerly Cegetel 7 and Cegetel Entreprises which
    were merged on March 31, 2001 and renamed Cegetel, a
    company 80% owned by Cegetel Group and 20% by Télécom
    Dévelopment, a company that is, in turn, owned 50% by
    Cegetel Group, which is accounted for by the equity method.                                                                       
|   
|(4) | Proportionately consolidated because Vivendi
    Environnement holds a 49% in B 1998 SL, the Spanish holding
    company that owns 56.5% of FCC. Vivendi Environnements
    interest in the holding company is subject to a
    shareholders agreement pursuant to which they have the
    right of equal representation on the major executive bodies of
    FCC.

F-49



---



##### 



Note 12 Related Party
Transactions

Purchase of Vivendi Universal Shares from the
Bronfman Family Vivendi
Universal purchased 15,400,000 American Depositary Shares
(ADSs), representing Vivendi Universal shares held by various
members of the Bronfman family, at a price equal to the average
share price on the Paris stock market on May 29, 2001, with
a 3.5% discount. Additionally, Vivendi Universal also purchased
1,500,000 ADSs representing Vivendi Universal shares owned by
various entities controlled by the Bronfman family, at a price
equal to the average share price on the Paris stock market on
May 29, 2001, with a 0.9% discount.

Télécom
Développement
Télécom Développement (TD) owned by Cegetel
Group (49.9%) and Société Nationale des Chemins de Fer
Français (SNCF) (50.1%), the leading French railway company
is linked by a commercial agreement with Cegetel Group. It gives
TD the exclusive right to carry Cegetel Groups long
distance calls.

Note 13 Subsequent Events

Acquisition of Entertainment Assets of USA
Networks, Inc. On
December 16, 2001, Vivendi Universal, Universal Studios,
Liberty, USA and Mr. Barry Diller entered into agreements
whereby Vivendi Universal agreed to acquire control of
USAs entertainment assets (programming, TV distribution,
cable networks and film businesses, including USA Films LLC,
Studios USA LLC and USA Cable LLC). These assets will be
combined with Universals existing film, TV and recreation
businesses to form a new entertainment group, VUE, which will be
93.06% owned by Universal and its affiliates. The transaction is
valued at approximately US$10.3 billion, and will be
financed through a combination of cash and securities. The
transaction closed on May 7, 2002.

At the closing, USA and its subsidiaries received
US$1.62 billion in cash, a 5.44% common interest in VUE and
preferred interests in VUE with initial face values of
US$750 million and US$1.75 billion (the latter of
which is subject to puts and calls settlable in up to
approximately 56.6 million shares of USA common stock). In
connection with the acquisition, Vivendi Universal acquired from
Liberty securities of USA (as well as a 27.4% interest in
MultiThématiques) in exchange for an aggregate of
37.4 million Vivendi Universal treasury shares. USANi LLC,
a subsidiary of USA, canceled (in exchange for the distribution
to Universal Studios and its affiliates of interests in certain
of USANi LLCs subsidiaries) the 320.9 million of its
shares (currently exercisable into USA common shares) that are
owned by Universal Studios and its affiliates as of the closing.
In exchange for agreeing to enter into certain commercial
arrangements and for other valuable consideration, Vivendi
Universal and its affiliates received 60.5 million warrants
to purchase shares of USA at varying exercise prices. In
addition to these warrants, Vivendi Universal and its affiliates
own approximately 56.6 million shares of USA common stock
as of the closing.

Strategic Alliance with EchoStar
Communications Corporation
In December 2001, Vivendi Universal and EchoStar Communications
Corporation (EchoStar) announced an eight year strategic
alliance in which Vivendi Universal will offer EchoStars
DISH Network customers in the United States a variety of
programming and interactive television services, including five
new channels and expanded pay-per-view and video-on-demand
movies and events. These services are expected to begin in the
fall of 2002. EchoStar will pay customary fees per subscriber to
Vivendi Universal once the channels become available.
Additionally, Vivendi Universal and EchoStar will also work
together on a new programming initiative to develop new
satellite-delivered broadband channels featuring interactive
games, movies, sports, education and music to be launched within
a three year period following the consummation of the agreement.

Under the agreement, Vivendi Universal will also
make a US$1.5 billion equity investment in EchoStar to
provide a portion of the funding for EchoStars pending
merger with Hughes Electronics Corporation (Hughes), the parent
company of DirecTV. In exchange, EchoStar has issued
Series D Preferred Stock, at an issue price of
approximately US$260 per share. This stock has the same economic
and voting rights as the Class A common shares into which
it is convertible and has a liquidation preference equal to its
issue price. Immediately prior to the consummation of the merger
with Hughes, the Series D Preferred Stock will be converted
into EchoStar Class A common shares which will then be
exchanged for Class A common shares in the combined
EchoStar-Hughes upon completion of the merger. As a result of
these transactions, Vivendi

F-50



---



##### 



Universal owns approximately 10% of EchoStar, or
less than 5% of the combined EchoStar-Hughes following the
proposed merger. Vivendi Universal received contingent value
rights, intended to provide downside protection for the price of
the Class A common shares to be issued upon conversion of
the Series D Preferred Stock. The maximum payment under the
rights is US$225 million if the pending merger with Hughes
Electronics is completed, or US$525 million if the pending
merger is not completed. Any amount owing under these rights
would be settled three years after completion of the merger, or
thirty months after the merger agreement terminates, as
applicable except in certain limited circumstances.


Divestment of Vivendi Universal
Publishings Professional
Division Vivendi Universal
has entered into an agreement to sell VUPs
business-to-business (B2B) and health divisions to two newly
formed investment companies led by the Cinven investment fund.
Additionally, Vivendi Universal will acquire a 25% interest in
the investment companies. VUPs B2B activities include
Groupe Moniteur, Usine Nouvelle, France Agricole, Builder,
Barbour Index, Tests and Exposium. VUPs health activities
include Le Quotidien du Médecin, Vidal, Masson, Staywell,
MIMS and Doyma. The sale is expected to be finalized in the
second quarter of 2002 and is subject to customary closing
conditions. There is no assurance that such conditions will be
satisfied.

Sale of Vivendi Universal Treasury
Shares In January 2002,
Vivendi Universal sold 55 million treasury shares for total
proceeds of
3.3 billion.
Proceeds from the sale were primarily used to reduce debt.

Stream
Acquisition In
February 2002, Vivendi Universal and CANAL+ Group,
shareholder of TELE+, announced that they had signed an
agreement with News Corporation to acquire the Italian digital
TV platform Stream, subject to approval by the Italian
regulatory authorities with reasonable conditions. In
May 2002, the Italian regulatory authority approved the
acquisition subject to a number of conditions which are
unacceptable to Vivendi Universal. Vivendi Universal has
consequently indicated its intent to terminate the merger
agreement with News Corporation.

Disposal of Elektrim
Telekomunikacja In March
2002, Vivendi Universal announced that it had signed a
non-binding Memorandum of Understanding with a group of
financial investors led by Citigroup Investments to sell its 49%
interest in Elektrim Telekomunikacja. As part of the agreement,
Vivendi Universal will retain a minority interest in the
Citigroup-led consortium and will be granted a put option and
the investors a call option on this interest. The exercise of
the two options will ensure that Vivendi Universal is able to
completely withdraw from its investment in Elektrim
Telekomunikacja in due course.

First Acqua
Acquisition Vivendi
Environnement announced on May 13, 2002 that its
subsidiary, Vivendi Water UK, signed an agreement with First
Aqua Holdings Limited (FAH) to acquire First Aqua (JVCo)
Limited (First Aqua), the holding company of Southern Water. The
consideration is based on an enterprise value of 2 billion
pounds sterling, equal to that used for FAHs acquisition
of Southern Water in April 2002 and Southern Waters
estimated average gross regulatory asset value as of
March 2002. The deal is conditioned on receipt of UK and
European Union regulatory approval, as well as the closing of
FAHs acquisition of Southern Water. In addition, the
completion of the acquisition of First Aqua by Vivendi Water UK
is subject to the availability of satisfactory long-term,
non-recourse financing to refinance First Aqua and Southern
Water debt. Following implementation of the refinancing, Vivendi
Water UK will invest approximately 420 million pounds sterling,
thereby holding a majority of First Aquas ordinary equity.

Disposal of Investment in
BSkyB As described in
Notes 2, 9 and 14 to our consolidated financial statements,
Vivendi Universal transferred approximately 96% (400.6 million
ordinary shares) of its investment in BSkyBs ordinary
shares and 81
million of money market securities to two QSPEs in
October 2001, and concurrently entered into a total rate of
return swap with the same financial institution that held all of
the QSPEs beneficial interests.

In May 2002, the financial institution sold
the remaining 250.6 million BSkyB shares held by the QSPEs, and
concurrently, Vivendi Universal and the financial institution
terminated the total rate of return swap on those shares, which
were settled at approximately 670 pence per share, before
Vivendi Universals payment of related costs.

F-51



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##### 



For French GAAP purposes, in the second quarter
2002, Vivendi Universal will recognize a pre-tax gain of
approximately
1.7 billion upon
the termination of the total rate of return swap, net of
expenses. This transaction will also result in a reduction of
debt of approximately
4 billion.

For US GAAP purposes, in the second quarter 2002,
Vivendi Universal will recognize a pre-tax gain of approximately
0.2 billion upon
the termination of the total rate of return swap, net of
expenses. Additionally, previously recognized mark-to-market
pre-tax gains of approximately
0.8 billion
(0.5 billion
in 2001 and
0.3 billion
in first quarter 2002) on the total rate of return swap will be
reversed. As the October 2001 transaction was originally
accounted for as a sale, the termination of the total rate of
return swap will result in a reduction of debt of approximately
0.4 billion,
equal to the incremental proceeds expected to be received from
the transaction.

Note 14 Supplemental Disclosures Required
Under US GAAP and SEC Regulations

The following information has been prepared to
present supplemental disclosures required under US GAAP and
SEC regulations applicable to Vivendi Universal.

Summary of Significant Differences Between
Accounting Principles followed by Vivendi Universal and US
GAAP

Vivendi Universal has prepared its consolidated
financial statements in accordance with French GAAP, as
discussed in Note 1. French GAAP differs in certain respects
from US GAAP, the principal differences of which, as they relate
to Vivendi Universal, are as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Business Combinations and
    GoodwillAs permitted under French
    GAAP prior to December 31, 1999, goodwill could be recorded
    as a reduction of shareholders equity when the acquisition
    was paid for with equity securities, whereas under US GAAP
    goodwill is always recognized as an asset. Additionally, under
    French GAAP, certain acquisitions, notably Havas and Pathé,
    were accounted for as mergers. Under this method, goodwill is
    computed as the difference between the consideration paid and
    the net historical book value acquired. Under US GAAP, the
    Havas and Pathé acquisitions did not meet the criteria for
    pooling and, therefore, were accounted for as purchase business
    combinations. Accordingly, goodwill is computed as the excess of
    consideration paid over the fair value of assets acquired and
    liabilities assumed. The reconciliation impact is that French
    GAAP potentially results in a lower net asset value being
    assigned to acquisitions, which results in higher gains on the
    sales of businesses as compared to US GAAP. Additionally,
    the amortization of goodwill charged to earnings is lower under
    French GAAP than under US GAAP.                                                                                                                                                                                                                                                                                                                                           
|
| | Goodwill Impairment Charge and Impairment of
    Other Long-Lived AssetsAs required
    under both French and US GAAP, Vivendi Universal reviews
    the carrying value of long-lived assets, including goodwill and
    other intangible assets, for impairment at least annually or
    whenever facts, events or changes in circumstances, both
    internally and externally, indicate that the carrying amount may
    not be recoverable. Under French GAAP, measurement of any
    impairment is based on fair value. In 2001, following the recent
    market decline, particularly in the Internet, media and
    telecommunications industries, our annual review resulted in a
    non-cash, non-recurring goodwill impairment charge of
    12.9 billion
    (12.6 billion
    after
    0.3 billion
    minority interest). Under US GAAP, measurement of any impairment
    is based on the provisions of Statement of Financial Accounting
    Standards (SFAS) No. 121, Accounting for the
    Impairment of Long-lived Assets and for Long-Lived Assets to Be
    Disposed Of (SFAS 121). SFAS 121 requires that an
    impairment loss be recognized whenever the sum of the
    undiscounted future cash flows estimated to be generated from
    the use and ultimate disposal of an asset are less than the net
    carrying value of the asset. On this basis no impairment was
    indicated and accordingly the goodwill impairment charge was
    reversed. Vivendi Universals impairment of other
    long-lived assets primarily relates to its real estate assets.
|
| | Intangible AssetsUnder French GAAP, certain types of advertising costs, are
    capitalized and amortized over their useful lives. Business
    trademarks acquired in a purchase business combination are not
    required to be amortized. The costs of television and station
    rights relating to theatrical movies and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | other long-term programming are expensed upon
    first broadcast or showing of the film. Under US GAAP,
    advertising costs are charged to expense in the period they are
    incurred. Trademarks acquired are amortized over their estimated
    useful life. The costs of television and station rights relating
    to theatrical movies and other long-term programming are
    expensed over the estimated number of times the film or program
    is broadcast.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | Derivative Financial
    InstrumentsUnder French GAAP, the
    criteria for hedge accounting for derivative financial
    instruments does not require documentation of specific
    designation to the hedged item, or the documentation of ongoing
    effectiveness of the hedge relationship. Derivative financial
    instruments that meet hedge criteria under French GAAP are not
    recorded on the consolidated balance sheet. The impact of the
    derivative financial instruments on the consolidated statement
    of income is recorded upon settlement or the payment or receipt
    of cash, but potential loss, if any, is accrued against
    financial income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | Under US GAAP, SFAS No. 133, Accounting
    for Derivative Instruments and Hedging Activities(SFAS
    133), issued by the Financial Accounting Standards Board (FASB),
    requires that all derivative instruments (including certain
    derivative instruments embedded in other contracts) be
    recognized in the balance sheet at fair value. Changes in the
    fair value of all derivatives are recognized immediately in
    earnings unless specific hedging criteria are met. Changes in
    the fair value are recorded each period in current earnings or
    accumulated other comprehensive income depending on whether the
    derivative is used to hedge fair value or cash flow exposures.
    Changes in derivative fair values that are designated as fair
    value hedges are recognized in earnings as an offset to the
    changes in fair value of related hedged assets, liabilities or
    firm commitments. Changes in the derivative fair values that are
    designated as cash flow hedges are deferred and recorded as a
    component of accumulated other comprehensive income until the
    hedged transactions occur and are recognized in earnings at the
    same time the accumulated other comprehensive income is
    recognized in earnings. Instruments used as hedges must be
    effective at reducing the risk associated with the exposure
    being hedged and must be designated as a hedge at the inception
    of the contract. Accordingly, changes in market values of hedge
    instruments must be highly correlated with changes in market
    values of underlying hedged items both at inception of the hedge
    and over the life of the hedge contract. The ineffective portion
    of a hedging derivatives change in fair value is reported
    in earnings. Derivatives that are executed for risk management
    purposes but not designated as hedges under SFAS 133 are
    recorded at their market value and recognized in current
    earnings.
|
| | The financing activities of Vivendi Universal
    necessarily involve the management of various market risks,
    including those related to changes in interest rates and foreign
    currency exchange rates. Management uses derivative financial
    instruments to mitigate or eliminate certain of these risks.
    However, a significant part of these derivative instruments do
    not qualify as hedge derivatives under the strict hedge criteria
    of SFAS 133. As derivative instruments that do not qualify for
    hedge accounting are marked to fair market value on the balance
    sheet, with the change in fair value recognized in earnings,
    this may induce volatility in earnings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | The impact of adopting SFAS 133 on
    January 1, 2001, was a
    39 million
    reduction in net income and a
    6 million
    increase to other comprehensive income, recorded as a cumulative
    effect of change in accounting principle.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | During 2001, Vivendi Universal recorded changes
    in fair value of derivative instruments that qualify for cash
    flow hedge to accumulated other comprehensive income, and
    changes in fair value of derivative instruments that qualify for
    fair value hedge, as well as the ineffectiveness of derivative
    instruments that qualify for cash flow hedge to earnings. The
    impact on financial income was not material.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Disposal of Investment in
BSkyB

The Transaction:

As described in Notes 2 and 9 to our consolidated
financial statements, Vivendi Universal transferred
approximately 96% (400.6 million ordinary shares) of its
investment in BSkyBs ordinary shares and

F-53



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81 million
of money market securities to the QSPEs in October 2001 in
exchange for approximately
4 billion
and the QSPEs ordinary shares, and concurrently entered
into a total rate of return swap that provides Vivendi Universal
with a subordinated economic interest of 89% in
400.6 million BSkyB ordinary shares. A financial
institution held all of the QSPEs beneficial interests
that had fair value during 2001. That same financial institution
is the counterparty to the total rate of return swap. Vivendi
Universal accounted for its transfer of the BSkyB ordinary
shares and the money market securities as a borrowing for tax
purposes.


In considering Vivendi Universals
accounting for these transactions, it should be noted that
Vivendi Universals carrying value of its BSkyB ordinary
shares before their transfer to the QSPEs were significantly
different for French and US GAAP purposes.

French GAAP:

For French GAAP purposes, Vivendi Universal
accounted for its October 2001 transfer of BSkyB ordinary shares
to the QSPEs as a borrowing. Vivendi Universal followed this
accounting because although all of the QSPEs beneficial
interests that had fair value during 2001 were held by the
financial institution, Vivendi Universal held the QSPEs
ordinary shares and indirectly retained a substantial portion of
the economic risk associated with the QSPEs assets through
the total rate of return swap. Accordingly, Vivendi
Universals French GAAP balance sheet at December 31,
2001, includes the QSPEs BSkyB shares (included in other
marketable securities, at Vivendi Universals
1.5 billion
historical French GAAP carrying value) and the money market
securities, and the QSPEs exchangeable bonds (long-term
debt of approximately
4 billion).

For French GAAP purposes, Vivendi Universal
recognized a pre-tax gain (before fees) of
1.1 billion
upon the partial termination of the total rate of return swap in
December 2001, which resulted in Vivendi Universals
recognition of a
1.1 billion
short-term loan receivable from the financial institution at
December 31, 2001.

At December 31, 2001 Vivendi
Universals French GAAP balance sheet carrying value of its
investment in the QSPEs BSkyB ordinary shares that Vivendi
Universal did not allocate to the portion of the
total rate of return swap that was terminated in December 2001
(i.e., the remaining 250.6 million shares), was
approximately
2.1 billion
less than the market value of those shares based on BSkyBs
quoted ordinary share price of 756 pence on that date. As
indicated previously, the total rate of return swap final
settlement is to be net of Vivendi Universals assumption
of the financial institutions BSkyB share placement costs,
and may take place at a discount from BSkyBs quoted market
price given the significant block represented by the BSkyB
shares covered by the swap.

These transactions impacted Vivendi
Universals 2001 French GAAP income as follows (in millions
of euros):

|                                                                                         |                  |   |       |       | 
|---------------------------------------------------------------------------------------- | ---------------- | - | ----- | ----- | 
|Proceeds (before fees) from sale of
    150 million BSkyB shares (700 pence per share)   |                  |  | 1,655 |      
|Pre-transfer carrying value of 150 million
    BSkyB shares, including transaction costs |                  |   | (581  | )    
|                                                                                         |                  |   |       |      
|                                                                                         | Pre-tax impact   |   |       | 1,074 | 
|Deferred tax provision                                                                   |                  |   | (369  | )    
|                                                                                         |                  |   |       |      
|                                                                                         | After-tax impact |   |      | 705   | 
|                                                                                         |                  |   |       |      

F-54



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##### 



These transactions resulted in the following
items in Vivendi Universals French GAAP balance sheet at
December 31, 2001 (excluding cash, deferred tax accounts,
and shareholders equity) as follows (in millions of euros):

|             |                                                                                   |  |        |        | 
|------------ | --------------------------------------------------------------------------------- |  | ------ | ------ | 
|Assets:      |                                                                                   |  |        |       
|             | 400.6 million BSkyB shares
    (1,547) and
    money market securities
    (81) |  |        | 1,628 | 
|             | Recognized receivable under total rate of return
    swap                         |  |        | 1,074  | 
|             |                                                                                   |  |        |       
|             |                                                                                   |  | 2,702 |       
|             |                                                                                   |  |        |       
|Liabilities: |                                                                                   |  |        |       
|             | Debt                                                                              |  |        | 3,948 | 
|             |                                                                                   |  |        |       

US GAAP:

For US GAAP purposes, Vivendi Universals
October 2001 transfer of BSkyB ordinary shares and money market
securities to the QSPEs was accounted for as a sale, as the
transfer met the sale requirements in SFAS 140,
Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities, a replacement of FASB
Statement 125. At December 31, 2001, Vivendi Universal
did not consolidate the QSPEs financial statements for US
GAAP purposes, as the QSPEs met SFAS 140s requirements to
be accounted for as qualifying special purpose entities. SFAS
140 provides that a transferor of financial assets to a
qualifying special purpose entity should not consolidate the
qualifying special purpose entity. For US GAAP purposes, Vivendi
Universal recognized a
1.15 billion
pre-tax US GAAP gain in October 2001 to give recognition to its
transfer of BSkyB ordinary shares and money market securities to
the QSPEs.

For US GAAP purposes, Vivendi Universal recorded
its interest in the QSPEs ordinary shares at
0 at
December 31, 2001, which is Vivendi Universals
estimate of the related fair value upon Vivendi Universals
acquisition of those ordinary shares and at December 31,
2001. That retained interest could have value to Vivendi
Universal if BSkyB begins paying dividends on its ordinary
shares, or if the holder of the QSPEs exchangeable debt
exercises its option to exchange that debt before maturity.

For US GAAP purposes, Vivendi Universal accounted
for the total rate of return swap as a derivative instrument
under SFAS 133, Accounting for Derivative Investments
and Hedging Activities, at fair value, with changes in fair
value recognized currently in earnings. Vivendi Universal
recognized related net pre-tax mark-to-market gains in earnings
of
523 (before
fees) million during the year ended December 31, 2001. In
measuring the fair value of the total rate of return swap at
December 31, 2001, Vivendi Universal assumed that the swap
will ultimately be settled without any premium or discount from
the 756 pence closing BSkyB share price at December 31,
2001 (see Note 2 for a discussion of the related discount
Vivendi Universal realized in 2001 on the partial swap
termination). Vivendi Universal has recorded the estimated
amount related to the future transaction costs associated with
future swap termination or settlement that Vivendi Universal
will likely have to pay to the financial institution swap
counterparty (see Note 2 for a discussion of Vivendi
Universals commitment to pay these costs).

F-55



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##### 



Vivendi Universals 2001 US GAAP income was
impacted by these transactions as follows (in millions of euros):

|                                                                                                                                                                                                                                                   |                                                                                                                               |                      |        |        |       | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------- | -------------------- | ------ | ------ | ----- | 
|Transfers to the QSPEs in October 2001:                                                                                                                                                                                                            |                                                                                                                               |                      |        |       
|                                                                                                                                                                                                                                                   | Proceeds from sale of 400.6 million BSkyB
    shares (629 pence per share) and
    81 million
    money market securities    |                      |       | 3,948  |      
|                                                                                                                                                                                                                                                   | Pre-transfer carrying value of 400.6 million
    BSkyB shares and money market securities, including transaction
    expenses |                      |        | (2,798 | )    
|                                                                                                                                                                                                                                                   |                                                                                                                               |                      |        |       
|                                                                                                                                                                                                                                                   |                                                                                                                               | Pre-tax gain on sale |        |        | 1,150 | 
|Realized gain (before fees) on total rate of
    return swap related to the partial notional termination of the
    swap with regard to 150 million BSkyB shares (settled at
    700 pence per share, which represents a discount from
    market) |                                                                                                                               |                      | 175    |       
|Unrealized gain (before fees) on fair valuation
    of the total rate of return swap on 250.6 million BSkyB
    shares (based on December 31, 2001 quoted market price of
    756 pence per share)                                                 |                                                                                                                               |                      | 523    |       
|                                                                                                                                                                                                                                                   |                                                                                                                               |                      |        |       
|                                                                                                                                                                                                                                                   |                                                                                                                               | Pre-tax impact       |        |        | 1,848 | 
|Deferred tax provision                                                                                                                                                                                                                             |                                                                                                                               |                      | (1,033 | )     
|                                                                                                                                                                                                                                                   |                                                                                                                               |                      |        |       
|                                                                                                                                                                                                                                                   |                                                                                                                               | After-tax impact     |        |       | 815   | 
|                                                                                                                                                                                                                                                   |                                                                                                                               |                      |        |       

These transactions resulted in the following
items in Vivendi Universals US GAAP balance sheet at
December 31, 2001 (excluding cash, deferred tax accounts
and shareholders equity) as follows (in millions of euros):

|             |                                            |   |   |     | 
|------------ | ------------------------------------------ | - | - | --- | 
|Assets:      |                                            |   |   |    
|             | Receivable under total rate of return swap |   |  | 698 | 
|             |                                            |   |   |    
|Liabilities: |                                            |  |  |    
|             |                                            |   |   |    

Employee Benefit
PlansUnder French GAAP, common shares
issued upon the exercise of options granted to employees and
directors are recorded as an increase to share capital at the
cumulative exercise price. Vivendi Universal shares sold to
employees through qualified employee stock purchase plans are
reclassified from marketable securities to share capital. The
difference between the carrying value of the treasury shares and
the cumulative exercise price by the stock purchase plan is
recognized as a gain or loss in the period that the shares are
sold. In accordance with French GAAP, Vivendi Universal has not
recorded compensation expense on stock-based plans with a
discounted strike price up to 20% from the average market price
of Vivendi Universal shares over the last 20 business days prior
to the date of authorization by the Board of Directors. Under US
GAAP plans that grant or sell common shares to employees are
qualified as compensatory if such plans are not open to
substantially all employees and do not require the employee to
make a reasonable investment in the shares, usually defined as
no less than 85% of the market value at the grant date. If a
plan is deemed to be compensatory, compensation arising from
such plans is measured based on the intrinsic value of the
shares granted or sold to employees. For other plans, the
compensation expense is calculated as the difference between the
fair value at the grant date and the employee strike price.
Compensation expense for compensatory stock based plans is
recognized in the period benefited.

Under French GAAP, since January 1998 Vivendi
Universal has recorded its pension obligations, covering all
eligible employees, using the projected unit credit method.
Under US GAAP, the projected unit credit method is required to
be applied as of January 1, 1989. The transition obligation
or fund excess determined as of January 1, 1989 is
amortized over the average remaining service period of the
population that was covered under the plan at that date.

Under French GAAP, postretirement benefits other
than pensions are recorded as expense when amounts are paid.
Under US GAAP, an obligation for amounts to be paid under
postretirement plans, other than pensions must be recognized. A
postretirement transition obligation may be determined as of
January 1, 1995

F-56



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##### 



and amortized over the average remaining service
period of employees covered by the plan. Current period charges
are based on estimated future payments to expected retirees.


Treasury SharesUnder French GAAP, treasury shares are recorded as a reduction
of shareholders equity except when the shares have been
acquired to stabilize the market price or in connection with
stock options granted to employees, in which case they are
recorded as marketable securities. Gains or losses on the
disposal of treasury shares are recorded in current period
earnings. Under US GAAP, treasury shares are recorded as a
reduction of shareholders equity. Gains or losses on the
disposal of treasury shares are recognized as an adjustment to
shareholders equity.

Investments in Equity
SecuritiesUnder French GAAP,
investments in non-consolidated equity securities are recorded
at acquisition cost and an allowance is provided if management
deems that there has been an other-than-temporary decline in
fair value. Under US GAAP, investments in equity securities are
classified into two categories and accounted for as follows:
equity securities that are acquired and held principally for the
purpose of sale in the near term are classified as trading
securities and are reported at fair value, with unrealized
gains and losses included in earnings. All other equity
securities are classified as available-for-sale
securities and reported at fair value, with unrealized gains and
losses excluded from earnings and reported in shareholders
equity.

Principles of Consolidation

Use of the Proportionate Consolidation
Method As discussed in
Note 1, under French GAAP, investments in jointly
controlled companies, where Vivendi Universal and outside
shareholders have agreed to exercise joint control over
significant financial and operational policies are accounted for
using the proportionate consolidation method. Under US GAAP,
these investments would be consolidated or accounted for using
the equity method depending on the percentage of voting interest
held. Summarized financial information for investments accounted
for using the proportionate consolidation method is provided in
Note 3. This difference in accounting policy has no effect on
either net income or shareholders equity.

Use of the Equity
Method Under French GAAP,
there are several criteria to be met which result in the
presumption that equity accounting should be used. For
investments under 20%, equity accounting is followed if the
investor is determined to have significant influence due to the
relative level of ownership, Board of Directors representation,
and other contractual relationships; another consideration is
the level of ownership by others in the investee. In determining
its significant influence in such subsidiaries, the Company
applies the criteria described in Note 1. Under US GAAP, equity
accounting is generally required when an investors
ownership interest is equal to or greater than 20% of the
investees total voting securities. In unusual situations
where the ownership interest is less than 20%, equity accounting
may be appropriate if significant influence exists as the result
of other contractual relationships and board representation.

New Accounting Pronouncements in the United
States

In July 2001, the FASB issued SFAS No. 141,
Business Combinations(SFAS 141), and SFAS
No. 142 Goodwill and Other Intangible Assets(SFAS 142). SFAS 141 requires the use of the
purchase method of accounting for all business combinations
initiated after June 30, 2001 and that intangible assets be
recognized when they result from contractual or legal rights or
are separable. Additionally, it is likely that more intangible
assets will be recognized under SFAS 141 than its
predecessor, Accounting Principles Board (APB) Opinion
No. 16, Business Combinations, although in some
instances previously recognized intangibles will be included as
part of goodwill. SFAS 141 requires that upon adoption of
SFAS 142, companies reclassify the carrying amounts of
certain intangible assets and goodwill based on the criteria of
SFAS 141.

Under SFAS 142, goodwill will no longer be
amortized, but will be tested for impairment on an annual basis
and whenever indicators of impairment arise. Additionally,
goodwill on equity method investments will no longer be
amortized, however, it will continue to be tested for impairment
in accordance with APB No. 18, The Equity Method of
Accounting for Investments in Common Stock. Under
SFAS 142, intangible assets with indefinite lives will not
be amortized. Instead they will be carried at the lower cost or
market value and tested

F-57



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##### 



for impairment at least annually. All other
recognized intangible assets will continue to be amortized over
their estimated useful lives.


SFAS 142 is effective for fiscal years beginning
after December 15, 2001, although goodwill on business
combinations consummated after July 1, 2001 is not
amortized. Upon adoption, all goodwill and indefinite lived
intangible assets must be tested for impairment, which, if any,
will be recorded as a cumulative effect adjustment to net income.

Impact of non-amortization of goodwill and
indefinite lived assets
Had Vivendi Universal adopted SFAS 142 on January 1, 2001,
approximately
2 billion
of amortization related to goodwill and indefinite lived assets
would not have been recorded in 2001.

Impact of impairment of goodwill and
indefinite lived intangible
assets On January 1,
2002, Vivendi Universal will adopt SFAS 142, which provides new
measurement techniques for goodwill and other intangible assets
resulting from business combinations. While its evaluation is
not yet complete, Vivendi Universal expects to record a
non-recurring, non-cash charge of approximately
15 billion
in the first quarter of 2002 to US GAAP net income. The
impairment reflects the overall market decline which has
occurred since the Vivendi, Seagram and Canal Plus merger was
announced in June 2000. The charge will be recorded as a
cumulative effect of change in accounting principle and will
have no affect on Vivendi Universals operations.

In June 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations(SFAS 143). SFAS 143 requires that the fair value
of a liability for an asset retirement obligation be recognized
in the period in which it is incurred if a reasonable estimate
of fair value can be made. The associated asset retirement costs
are capitalized as part of the carrying amount of the long-lived
asset. An entity shall measure changes in the liability for an
asset retirement obligation due to passage of time by applying
an interest method of allocation to the amount of the liability
at the beginning of the period. The interest rate used to
measure that change shall be the credit-adjusted risk-free rate
that existed when the liability was initially measured. That
amount shall be recognized as an increase in the carrying amount
of the liability and as an expense classified as an operating
item in the statement of income. SFAS 143 is effective for
fiscal years beginning after June 15, 2002. The Company
does not anticipate that adoption of SFAS 143 will have a
material impact on its results of operations or its financial
position.

In August 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-lived Assets(SFAS 144). SFAS 144 establishes a single
accounting model for long-lived assets to be disposed of by sale
consistent with the fundamental provisions of SFAS 121
Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed Of. While it supersedes APB
Opinion 30, Reporting the Results of operations 
Reporting the Effects of Disposal of a Segment of a Business,
and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, it retains the presentation of discontinued
operations but broadens that presentation to include a component
of an entity (rather than a segment of a business). However,
discontinued operations are no longer recorded at net realizable
value and future operating losses are no longer recognized
before they occur. Under SFAS 144 there is no longer a
requirement to allocate goodwill to long-lived assets to be
tested for impairment. It also establishes a probability
weighted cash flow estimation approach to deal with situations
in which there are a range of cash flows that may be generated
by the asset being tested for impairment. SFAS 144 also
establishes criteria for determining when an asset should be
treated as held for sale.

SFAS 144 is effective for fiscal years beginning
after December 15, 2001 and interim periods within those
fiscal years, with early application encouraged. The provisions
of the Statement are generally to be applied prospectively. The
Company currently has no plans to dispose of any operations and
accordingly, does not anticipate that adoption of SFAS 144 will
have a material impact on its results of operations or its
financial position.

F-58



---



##### 



Reconciliation of Shareholders Equity to
US GAAP

|                                                                                           |                                    |                                       |        |      |        |   |        |        |       |  
|------------------------------------------------------------------------------------------ | ---------------------------------- | ------------------------------------- | ------ | ---- | ------ | - | ------ | ------ | ----- | -
|                                                                                           |                                    |                                      
|                                                                                           |                                    | December 31,                         
|                                                                                           |                                    |                                      
|                                                                                           |                                    | 2001                                  |        | 2000
|                                                                                           |                                    |                                       |        |     
|                                                                                           |                                    |                                      
|                                                                                           |                                    | (In millions of                      
|                                                                                           |                                    | euros)                               
|Shareholders equity as reported in the
    Consolidated Statement of Shareholders Equity |                                    |                                      | 36,748 |      |        |  | 56,675 |       
|                                                                                           | Adjustments to conform to US GAAP: |                                       |        |      |        |   |        |        |      
|                                                                                           |                                    | Business combinations and goodwill    |        |      | 8,158  |   |        |        | 8,783 |  
|                                                                                           |                                    | Goodwill impairment charge            |        |      | 12,626 |   |        |        |      |  
|                                                                                           |                                    | Impairment of other long-lived assets |        |      | (90    | ) |        |        | (88   | )
|                                                                                           |                                    | Intangible assets                     |        |      | (427   | ) |        |        | (329  | )
|                                                                                           |                                    | Financial instruments                 |        |      | (1,492 | ) |        |        | 823   |  
|                                                                                           |                                    | Disposal of investment in BSkyB       |        |      | 774    |   |        |        |      |  
|                                                                                           |                                    | Employee benefit plans                |        |      |       |   |        |        | (23   | )
|                                                                                           |                                    | Other                                 |        |      | (127   | ) |        |        | 192   |  
|                                                                                           | Tax effect on adjustments          |                                       |        | (268 | )      |   |        | (1,304 | )    
|                                                                                           |                                    |                                       |        |      |        |   |        |       
|                                                                                           |                                    |                                       | 55,902 |      |        |   | 64,729 |       
|Fees associated with BSkyB swap, after tax                                                 |                                    |                                       | (37    | )    |        |   |       |       
|                                                                                           |                                    |                                       |        |      |        |   |        |       
|US GAAP shareholders equity                                                               |                                    |                                      | 55,865 |      |        |  | 64,729 |       
|                                                                                           |                                    |                                       |        |      |        |   |        |       

Reconciliation of Net Income (Loss) and
Earnings (Loss) Per Share to US GAAP

|                                                                          |                                            |                                       |         |      |        |      |       |    |      |   |       |     |        |  
|------------------------------------------------------------------------- | ------------------------------------------ | ------------------------------------- | ------- | ---- | ------ | ---- | ----- | -- | ---- | - | ----- | --- | ------ | -
|                                                                          |                                            |                                      
|                                                                          |                                            | Years Ended December 31,             
|                                                                          |                                            |                                      
|                                                                          |                                            | 2001                                  |         | 2000 |        | 1999
|                                                                          |                                            |                                       |         |      |        |     
|                                                                          |                                            |                                      
|                                                                          |                                            | (In millions of euros)               
|Net income (loss) as reported in the
    Consolidated Statement of Income |                                            |                                      | (13,597 | )    |        |     | 2,299 |    |      |  | 1,435 |    
|                                                                          | Adjustments to conform to US GAAP:         |                                       |         |      |        |      |       |    |      |   |       |     |       
|                                                                          |                                            | Business combinations and goodwill    |         |      | (333   | )    |       |    | (263 | ) |       |     | (1,053 | )
|                                                                          |                                            | Goodwill impairment charge            |         |      | 12,626 |      |       |    |     |   |       |     |       |  
|                                                                          |                                            | Impairment of other long-lived assets |         |      | (1     | )    |       |    | (23  | ) |       |     | 521    |  
|                                                                          |                                            | Intangible assets                     |         |      | (62    | )    |       |    | (106 | ) |       |     | (192   | )
|                                                                          |                                            | Financial instruments                 |         |      | 316    |      |       |    | 105  |   |       |     | (208   | )
|                                                                          |                                            | Disposal of investment in BSkyB       |         |      | 774    |      |       |    |     |   |       |     |       |  
|                                                                          |                                            | Employee benefit plans                |         |      | (33    | )    |       |    | (108 | ) |       |     | (241   | )
|                                                                          |                                            | Other                                 |         |      | (290   | )    |       |    | (46  | ) |       |     | 25     |  
|                                                                          | Tax effect on adjustments                  |                                       |         | (535 | )      |      |       | 50 |      |   |       | (41 | )     
|                                                                          |                                            |                                       |         |      |        |      |       |    |      |   |       |    
|                                                                          |                                            |                                       | (1,135  | )    |        |      | 1,908 |    |      |   | 246   |    
|                                                                          | Fees associated with BSkyB swap, after tax |                                       |         | (37  | )      |      |       |   |      |   |       |    |       
|                                                                          |                                            |                                       |         |      |        |      |       |    |      |   |       |    
|US GAAP net income (loss)                                                 |                                            |                                      | (1,172  | )    |        |     | 1,908 |    |      |  | 246   |    
|                                                                          |                                            |                                       |         |      |        |      |       |    |      |   |       |    

Under both French and US GAAP, basic earnings per
share is calculated by dividing net income available to common
shareholders by the weighted average number of common shares
outstanding during the period. Under French GAAP, treasury
shares are considered outstanding in the computation of weighted

F-59



---



##### 



average number of common shares outstanding,
whereas under US GAAP, treasury shares are not considered
outstanding. The calculation of US GAAP earnings per share is as
follows:


|                                                                                              |                                                 |                               |         |      |  |      |       |      |  |   |       |     | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------- | ----------------------------- | ------- | ---- |  | ---- | ----- | ---- |  | - | ----- | --- | 
|                                                                                              |                                                 |                              
|                                                                                              |                                                 | Years Ended December 31,     
|                                                                                              |                                                 |                              
|                                                                                              |                                                 | 2001                          |         | 2000 |  | 1999
|                                                                                              |                                                 |                               |         |      |  |     
|                                                                                              |                                                 |                              
|                                                                                              |                                                 | (In millions of euros, except
|                                                                                              |                                                 | per share amounts)           
|Net income (loss)  basic                                                                     |                                                 |                              | (1,172  | )    |  |     | 1,908 |      |  |  | 246   |    
|Dilutive effect of:                                                                           |                                                 |                               |         |      |  |      |       |      |  |   |       |    
|                                                                                              | Shares issuable on conversion of debt           |                               |         | 27   |  |      |       | 34   |  |   |       | 30  | 
|                                                                                              |                                                 |                               |         |      |  |      |       |      |  |   |       |    
|Net income (loss)  diluted                                                                   |                                                 |                              | (1,145  | )    |  |     | 1,942 |      |  |  | 276   |    
|                                                                                              |                                                 |                               |         |      |  |      |       |      |  |   |       |    
|Weighted average number of shares
    outstanding  basic (millions)                          |                                                 |                               | 980.9   |      |  |      | 588.8 |      |  |   | 511.3 |    
|Dilutive effect of:                                                                           |                                                 |                               |         |      |  |      |       |      |  |   |       |    
|                                                                                              | Shares issuable on conversion of debt           |                               |         | 34.6 |  |      |       | 34.6 |  |   |       |    | 
|                                                                                              | Shares issuable on exercise of dilutive options |                               |         | 4.0  |  |      |       | 2.0  |  |   |       | 2.3 | 
|                                                                                              | Shares applicable to put options sold           |                               |         | 7.2  |  |      |       |     |  |   |       |    | 
|                                                                                              | Shares attributable to stock purchase plans     |                               |         | 4.4  |  |      |       | 10.4 |  |   |       | 2.7 | 
|                                                                                              | Shares applicable to warrants                   |                               |         | 1.1  |  |      |       | 4.2  |  |   |       | 8.9 | 
|                                                                                              |                                                 |                               |         |      |  |      |       |      |  |   |       |    
|Weighted average number of shares
    outstanding  diluted (millions)                        |                                                 |                               | 1,032.2 |      |  |      | 640.0 |      |  |   | 525.2 |    
|                                                                                              |                                                 |                               |         |      |  |      |       |      |  |   |       |    
|Earnings (loss) per share  basic                                                             |                                                 |                              | (1.19   | )    |  |     | 3.24  |      |  |  | 0.48  |    
|Earnings (loss) per share  diluted                                                           |                                                 |                              | (1.19   | )    |  |     | 3.03  |      |  |  | 0.48  |    
|Pro forma impact of the sale of 55 million
    treasury shares on January 7, 2002 (millions): |                                                 |                               | 55.0    |      |  |      |      |      |  |   |      |    
|Pro forma weighted average number of shares
    outstanding  basic (millions)                |                                                 |                               | 1,035.9 |      |  |      |      |      |  |   |      |    
|Pro forma weighted average number of shares
    outstanding  diluted (millions)              |                                                 |                               | 1,087.2 |      |  |      |      |      |  |   |      |    
|Pro forma earnings (loss) per share 
    basic                                               |                                                 |                              | (1.13   | )    |  |     |      |      |  |  |      |    
|Pro forma earnings (loss) per share 
    diluted                                             |                                                 |                              | (1.13   | )    |  |     |      |      |  |  |      |    

F-60



---



##### 



US GAAP Consolidated Statement of
Income

The Consolidated Statement of Income presented
below has been restated to reflect the differences between
French GAAP and US GAAP discussed above:

|                                                                                                      |  |                         |         |      |  |      |         |   |  |   |         |  
|----------------------------------------------------------------------------------------------------- |  | ----------------------- | ------- | ---- |  | ---- | ------- | - |  | - | ------- | -
|                                                                                                      |  |                        
|                                                                                                      |  | Year Ended December 31,
|                                                                                                      |  |                        
|                                                                                                      |  | 2001                    |         | 2000 |  | 1999
|                                                                                                      |  |                         |         |      |  |     
|                                                                                                      |  |                        
|                                                                                                      |  | (In millions of euros) 
|Revenues                                                                                              |  |                        | 51,733  |      |  |     | 34,276  |   |  |  | 36,543  |  
|Cost of revenues                                                                                      |  |                         | (34,900 | )    |  |      | (23,173 | ) |  |   | (26,719 | )
|Selling, general and administrative expenses                                                          |  |                         | (13,267 | )    |  |      | (8,998  | ) |  |   | (8,293  | )
|Amortization of goodwill                                                                              |  |                         | (2,465  | )    |  |      | (760    | ) |  |   | (766    | )
|Other operating expenses, net                                                                         |  |                         | (564    | )    |  |      | (167    | ) |  |   | (1,442  | )
|                                                                                                      |  |                         |         |      |  |      |         |   |  |   |         |  
|Operating income (loss)                                                                               |  |                         | 537     |      |  |      | 1,178   |   |  |   | (677    | )
|Interest expense, net                                                                                 |  |                         | (1,066  | )    |  |      | (394    | ) |  |   | (371    | )
|Other income                                                                                          |  |                         | 2,475   |      |  |      | 3,008   |   |  |   | 533     |  
|                                                                                                      |  |                         |         |      |  |      |         |   |  |   |         |  
|Income (loss) before income taxes, minority
    interest, equity interest and discontinued operations |  |                         | 1,946   |      |  |      | 3,792   |   |  |   | (515    | )
|Income tax (expense) benefit                                                                          |  |                         | (1,904  | )    |  |      | (798    | ) |  |   | 716     |  
|Minority interest                                                                                     |  |                         | (787    | )    |  |      | (580    | ) |  |   | 24      |  
|Equity in (losses) earnings of unconsolidated
    companies                                           |  |                         | (388    | )    |  |      | (546    | ) |  |   | 21      |  
|                                                                                                      |  |                         |         |      |  |      |         |   |  |   |         |  
|Income (loss) from continuing operations                                                              |  |                         | (1,133  | )    |  |      | 1,868   |   |  |   | 246     |  
|Income from discontinued operations, after tax                                                        |  |                         |        |      |  |      | 40      |   |  |   |        |  
|                                                                                                      |  |                         |         |      |  |      |         |   |  |   |         |  
|Income (loss) before cumulative effect of change
    in accounting principle                          |  |                         | (1,133  | )    |  |      | 1,908   |   |  |   | 246     |  
|Cumulative effect of change in accounting
    principle, after tax                                    |  |                         | (39     | )    |  |      |        |   |  |   |        |  
|                                                                                                      |  |                         |         |      |  |      |         |   |  |   |         |  
|Net income (loss)                                                                                     |  |                        | (1,172  | )    |  |     | 1,908   |   |  |  | 246     |  
|                                                                                                      |  |                         |         |      |  |      |         |   |  |   |         |  

Excise taxes and contributions collected on
behalf of local authorities included in revenues were
1,770 million,
1,729 million
and
2,112 million,
for the years ended December 31, 2001, 2000 and 1999,
respectively.

Under French GAAP, goodwill amortization is
excluded from operating income, while under US GAAP it is
included as a component of operating income. Additionally,
French GAAP defines exceptional items differently from the
definition of extraordinary items under US GAAP, thus items
classified as exceptional for French GAAP purposes have been
reclassified to the appropriate income statement captions
determined under US GAAP. With the exception of gains and losses
on sales of shares of affiliated companies, exceptional items
relating to the operations of the group have been included in
the determination of operating income. Capital gains or losses
on the sale of consolidated entities or equity affiliates are
considered for French GAAP purposes as exceptional income
(loss), whereas they are classified for US GAAP purposes as
other income (loss).

F-61



---



##### 



Statement of Comprehensive Income
(Loss)

Under US GAAP the following information would be
presented within the Consolidated Financial Statements as either
a separate statement or as a component within the Consolidated
Statement of Shareholders Equity:

|                                               |                                                    |                         |        |        |   |      |       |       |   |   |     |     | 
|---------------------------------------------- | -------------------------------------------------- | ----------------------- | ------ | ------ | - | ---- | ----- | ----- | - | - | --- | --- | 
|                                               |                                                    |                        
|                                               |                                                    | Year Ended December 31,
|                                               |                                                    |                        
|                                               |                                                    | 2001                    |        | 2000   |   | 1999
|                                               |                                                    |                         |        |        |   |     
|                                               |                                                    |                        
|                                               |                                                    | (In millions of euros) 
|US GAAP net income (loss)                      |                                                    |                        | (1,172 | )      |   |     | 1,908 |       |   |  | 246 |    
|Other comprehensive income (loss), net of tax: |                                                    |                         |        |        |   |      |       |       |   |   |     |    
|                                               | Foreign currency translation adjustments           |                         |        | 1,470  |   |      |       | (700  | ) |   |     | 332 | 
|                                               | Unrealized gains (losses) on equity
    securities |                         |        | (3,438 | ) |      |       | 3,158 |   |   |     | 110 | 
|                                               | Unrealized gains on cash flow hedges               |                         |        | 13     |   |      |       |      |   |   |     |    | 
|                                               | Minimum pension liabilities adjustment             |                         |        | (164   | ) |      |       | (5    | ) |   |     |    | 
|                                               |                                                    |                         |        |        |   |      |       |       |   |   |     |    
|US GAAP comprehensive income (loss)            |                                                    |                        | (3,291 | )      |   |     | 4,361 |       |   |  | 688 |    
|                                               |                                                    |                         |        |        |   |      |       |       |   |   |     |    

Employee Benefit Plans

In accordance with the laws and practices of each
country in which we operate, Vivendi Universal participates in,
or maintains, employee benefit plans providing retirement
pensions and other postretirement benefits to eligible
employees, as discussed in Note 1. Disclosures in accordance
with SFAS No. 132, Employers Disclosures about Pensions
and Other Postretirement Benefits, are presented below.

The following tables pertain to Vivendi
Universals defined benefit pension or postretirement plans
principally in the US, the U.K., Canada, France, Germany and
Japan, and provide reconciliations of the

F-62



---



##### 



changes in benefit obligations, fair value of
plan assets and funded status for the two-year period ending
December 31, 2001:


|                                                              |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  
|------------------------------------------------------------- |  | ---------------------- | ----- | -------------- |  | ---- | ----- | ---- |  | - | ---- | - |  | - | ---- | -
|                                                              |  |                        |       |                |  |     
|                                                              |  |                        |       | Postretirement
|                                                              |  | Pension Benefits       |       | Benefits      
|                                                              |  |                        |       |               
|                                                              |  | 2001                   |       | 2000           |  | 2001 |       | 2000
|                                                              |  |                        |       |                |  |      |       |     
|                                                              |  |                       
|                                                              |  | (In millions of euros)
|Change in Benefit Obligation                                  |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  
|Benefit obligation at beginning of year                       |  |                       | 2,137 |                |  |     | 1,645 |      |  |  | 187  |   |  |  | 7    |  
|Service cost                                                  |  |                        | 106   |                |  |      | 56    |      |  |   | 1    |   |  |   |     |  
|Interest cost                                                 |  |                        | 146   |                |  |      | 66    |      |  |   | 16   |   |  |   | 1    |  
|Plan participants contributions                              |  |                        | 8     |                |  |      | 11    |      |  |   |     |   |  |   |     |  
|Business combinations                                         |  |                        | 568   |                |  |      | 971   |      |  |   | 53   |   |  |   | 179  |  
|Disposals                                                     |  |                        | (242  | )              |  |      | (581  | )    |  |   | (1   | ) |  |   |     |  
|Curtailments                                                  |  |                        | (9    | )              |  |      | (2    | )    |  |   | (7   | ) |  |   |     |  
|Actuarial loss, net                                           |  |                        | 20    |                |  |      | 17    |      |  |   | 34   |   |  |   | 1    |  
|Benefits paid                                                 |  |                        | (80   | )              |  |      | (45   | )    |  |   | (12  | ) |  |   | (1   | )
|Special termination benefits                                  |  |                        | 2     |                |  |      |      |      |  |   |     |   |  |   |     |  
|Other (foreign currency translation)                          |  |                        | 56    |                |  |      | (1    | )    |  |   | 3    |   |  |   |     |  
|                                                              |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  
|Benefit obligation at end of year                             |  |                       | 2,712 |                |  |     | 2,137 |      |  |  | 274  |   |  |  | 187  |  
|                                                              |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  
|Change in Fair Value of Plan Assets                           |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  
|Fair value of plan assets at beginning of year                |  |                       | 2,036 |                |  |     | 1,534 |      |  |  |     |   |  |  |     |  
|Actual return on plan assets                                  |  |                        | (265  | )              |  |      | (11   | )    |  |   |     |   |  |   |     |  
|Employers contributions                                      |  |                        | 44    |                |  |      | 26    |      |  |   | 12   |   |  |   |     |  
|Plan participants contributions                              |  |                        | 8     |                |  |      | 11    |      |  |   |     |   |  |   |     |  
|Business combinations                                         |  |                        | 551   |                |  |      | 754   |      |  |   |     |   |  |   |     |  
|Disposals                                                     |  |                        | (315  | )              |  |      | (236  | )    |  |   |     |   |  |   |     |  
|Benefits paid                                                 |  |                        | (64   | )              |  |      | (3    | )    |  |   | (12  | ) |  |   |     |  
|Other (foreign currency translation)                          |  |                        | 54    |                |  |      | (39   | )    |  |   |     |   |  |   |     |  
|                                                              |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  
|Fair value of plan assets at end of year                      |  |                       | 2,049 |                |  |     | 2,036 |      |  |  |     |   |  |  |     |  
|                                                              |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  
|Funded Status                                                 |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  
|Underfunded obligation                                        |  |                       | (663  | )              |  |     | (101  | )    |  |  | (274 | ) |  |  | (187 | )
|Unrecognized actuarial (gain) loss                            |  |                        | 480   |                |  |      | (22   | )    |  |   | 37   |   |  |   | (1   | )
|Unrecognized prior service benefit                            |  |                        | (70   | )              |  |      | (138  | )    |  |   | (4   | ) |  |   |     |  
|Unrecognized net transition asset                             |  |                        | (16   | )              |  |      | (18   | )    |  |   |     |   |  |   |     |  
|Write-off of prepaid on multi-employer scheme
    overtime(1) |  |                        | (38   | )              |  |      | (45   | )    |  |   |     |   |  |   |     |  
|                                                              |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  
|US GAAP net accrued liability recognized                      |  |                       | (307  | )              |  |     | (324  | )    |  |  | (241 | ) |  |  | (188 | )
|                                                              |  |                        |       |                |  |      |       |      |  |   |      |   |  |   |      |  






|    |                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Prepaid arising from multi-employer plans
    overtime (activities under lease contract) are written off since
    it is unlikely that they will be recoverable through future
    contribution holidays.

The projected benefit obligation, accumulated
benefit obligation and fair value of plan assets for the pension
plans with accumulated benefit obligations in excess of plan
assets were
2,035 million,
1,761 million
and
997 million,
respectively, as of December 31, 2001, and
367 million,
299 million
and
54 million,
respectively, as of December 31, 2000.

F-63



---



##### 



Amounts recognized in the balance sheet at
December 31 consist of:

|                                         |  |                        |      |                         |  |      |      |      |  |   |      |   |  |   |      |  
|---------------------------------------- |  | ---------------------- | ---- | ----------------------- |  | ---- | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                         |  |                        |      |                        
|                                         |  | Pension Benefits       |      | Postretirement Benefits
|                                         |  |                        |      |                        
|                                         |  | 2001                   |      | 2000                    |  | 2001 |      | 2000
|                                         |  |                        |      |                         |  |      |      |     
|                                         |  |                       
|                                         |  | (In millions of euros)
|Prepaid benefit cost                     |  |                       | 240  |                         |  |     | 115  |      |  |  |     |   |  |  |     |  
|Accrued benefit liability                |  |                        | (810 | )                       |  |      | (447 | )    |  |   | (241 | ) |  |   | (188 | )
|                                         |  |                        |      |                         |  |      |      |      |  |   |      |   |  |   |      |  
|US GAAP net accrued liability            |  |                        | (570 | )                       |  |      | (332 | )    |  |   | (241 | ) |  |   | (188 | )
|Minimum liability adjustment(1)          |  |                        | 263  |                         |  |      | 8    |      |  |   |     |   |  |   |     |  
|                                         |  |                        |      |                         |  |      |      |      |  |   |      |   |  |   |      |  
|US GAAP net accrued liability recognized |  |                       | (307 | )                       |  |     | (324 | )    |  |  | (241 | ) |  |  | (188 | )
|                                         |  |                        |      |                         |  |      |      |      |  |   |      |   |  |   |      |  






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | US GAAP requires the recognition of a liability
    when the accumulated benefit obligation exceeds the fair value
    of plan assets by an amount in excess of any accrued or prepaid
    pension cost reported. The additional liability is offset by an
    intangible asset, up to the amount of any unamortized prior
    service cost and the excess, if any, is recorded as a reduction
    of shareholders equity, net of tax. US GAAP does not
    permit the recognition of an asset if the fair value of plan
    assets exceeds the accumulated benefit obligation.

Net accruals in the accompanying consolidated
balance sheet can be compared with balances determined under US
GAAP as follows:

|                                                                                                                                             |  |                        |      |                         |  |      |      |      |  |   |      |   |  |   |      |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ---- | ----------------------- |  | ---- | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                                                                                                                             |  |                        |      |                        
|                                                                                                                                             |  | Pension Benefits       |      | Postretirement Benefits
|                                                                                                                                             |  |                        |      |                        
|                                                                                                                                             |  | 2001                   |      | 2000                    |  | 2001 |      | 2000
|                                                                                                                                             |  |                        |      |                         |  |      |      |     
|                                                                                                                                             |  |                       
|                                                                                                                                             |  | (In millions of euros)
|US GAAP net accrued liability                                                                                                                |  |                       | (570 | )                       |  |     | (332 | )    |  |  | (241 | ) |  |  | (188 | )
|Excess funding of plans recognized in income only
    when paid back to Vivendi Universal                                                    |  |                        | (2   | )                       |  |      | (3   | )    |  |   |     |   |  |   |     |  
|Impacts of transition obligation, prior service
    costs and actuarial gains recognized with a different timing
    under local regulations |  |                        | (74  | )                       |  |      | 7    |      |  |   | (1   | ) |  |   | (1   | )
|Minimum liability adjustment                                                                                                                 |  |                        | 263  |                         |  |      | 8    |      |  |   |     |   |  |   |     |  
|                                                                                                                                             |  |                        |      |                         |  |      |      |      |  |   |      |   |  |   |      |  
|French GAAP net accrued liability in consolidated
    financial statements                                                                   |  |                       | (383 | )                       |  |     | (320 | )    |  |  | (242 | ) |  |  | (189 | )
|                                                                                                                                             |  |                        |      |                         |  |      |      |      |  |   |      |   |  |   |      |  
|Accrued                                                                                                                                      |  |                       | (623 | )                       |  |     | (459 | )    |  |  | (242 | ) |  |  | (189 | )
|Prepaid                                                                                                                                      |  |                       | 240  |                         |  |     | 139  |      |  |  |     |   |  |  |     |  

Net periodic pension and other postretirement
benefit costs under US GAAP for the years ended December 31
include the following components:

|                                                           |  |                        |      |                         |  |      |     |      |  |      |     |      |  |   |    |   |  |   |   |  |  |   |   | 
|---------------------------------------------------------- |  | ---------------------- | ---- | ----------------------- |  | ---- | --- | ---- |  | ---- | --- | ---- |  | - | -- | - |  | - | - |  |  | - | - | 
|                                                           |  |                        |      |                        
|                                                           |  | Pension Benefits       |      | Postretirement Benefits
|                                                           |  |                        |      |                        
|                                                           |  | 2001                   |      | 2000                    |  | 1999 |     | 2001 |  | 2000 |     | 1999
|                                                           |  |                        |      |                         |  |      |     |      |  |      |     |     
|                                                           |  |                       
|                                                           |  | (In millions of euros)
|Service cost                                               |  |                       | 106  |                         |  |     | 56  |      |  |     | 72  |      |  |  | 1  |   |  |  |  |  |  |  |  | 
|Expected interest cost                                     |  |                        | 146  |                         |  |      | 66  |      |  |      | 91  |      |  |   | 16 |   |  |   | 1 |  |  |   |  | 
|Expected return on plan assets                             |  |                        | (171 | )                       |  |      | (91 | )    |  |      | (94 | )    |  |   |   |   |  |   |  |  |  |   | 1 | 
|Amortization of prior service costs                        |  |                        | (8   | )                       |  |      | (9  | )    |  |      | (12 | )    |  |   | (1 | ) |  |   |  |  |  |   |  | 
|Amortization of actuarial gains                            |  |                        | 7    |                         |  |      | (12 | )    |  |      | 1   |      |  |   |   |   |  |   |  |  |  |   |  | 
|Amortization of transition asset                           |  |                        | (5   | )                       |  |      | (2  | )    |  |      | (1  | )    |  |   |   |   |  |   |  |  |  |   |  | 
|Curtailments/settlements                                   |  |                        | (3   | )                       |  |      | 1   |      |  |      | (3  | )    |  |   | (7 | ) |  |   |  |  |  |   |  | 
|Write-off of prepaid on multi-employer scheme
    overtime |  |                        | 7    |                         |  |      | 22  |      |  |      | 8   |      |  |   |   |   |  |   |  |  |  |   |  | 
|                                                           |  |                        |      |                         |  |      |     |      |  |      |     |      |  |   |    |   |  |   |   |  |  |   |   | 
|US GAAP net benefit cost                                   |  |                       | 79   |                         |  |     | 31  |      |  |     | 62  |      |  |  | 9  |   |  |  | 1 |  |  |  | 1 | 
|                                                           |  |                        |      |                         |  |      |     |      |  |      |     |      |  |   |    |   |  |   |   |  |  |   |   | 

F-64



---



##### 



Annual cost under French GAAP was
31 million
and
38 million
for the years ended December 31, 2001 and 2000,
respectively. The difference between these amounts and the
annual cost under US GAAP primarily results from the
amortization of the initial transition liability and of
actuarial gains and losses. In addition, certain companies do
not recognize the excess funding.

The weighted-average rates and assumptions
utilized in accounting for these plans for the years ended
December 31 were:

|                                         |  |                  |      |                         |  |      |      |      |  |      |      |      |  |  |      |   |  |  |      |   |  |  |      |  
|---------------------------------------- |  | ---------------- | ---- | ----------------------- |  | ---- | ---- | ---- |  | ---- | ---- | ---- |  |  | ---- | - |  |  | ---- | - |  |  | ---- | -
|                                         |  |                  |      |                        
|                                         |  | Pension Benefits |      | Postretirement Benefits
|                                         |  |                  |      |                        
|                                         |  | 2001             |      | 2000                    |  | 1999 |      | 2001 |  | 2000 |      | 1999
|                                         |  |                  |      |                         |  |      |      |      |  |      |      |     
|Discount rate                            |  |                  | 6.3  | %                       |  |      | 6.5  | %    |  |      | 5.8  | %    |  |  | 6.9  | % |  |  | 7.5  | % |  |  | 5.0  | %
|Expected return on plan assets           |  |                  | 7.4  | %                       |  |      | 8.3  | %    |  |      | 7.4  | %    |  |  | 6.0  | % |  |  | 6.0  | % |  |  | 6.0  | %
|Rate of compensation increase            |  |                  | 4.3  | %                       |  |      | N/A  |      |  |      | N/A  |      |  |  | 3.0  | % |  |  | N/A  |   |  |  | N/A  |  
|Expected residual active life (in years) |  |                  | 14.5 |                         |  |      | 13.5 |      |  |      | 13.7 |      |  |  | 13.0 |   |  |  | 13.0 |   |  |  | 15.0 |  

For postretirement benefit measurement purposes,
the Company assumed growth in the per capita cost of covered
health care benefits (the health care cost trend rate) would
gradually decline from 12% and 6% in the pre-age 65 and
post-age 65 categories, respectively in 2000 to 10.9% and
5.1%, pre-age 65 and post-age 65, respectively in
2001. In 2001, a one-percentage-point increase in the annual
trend rate would have increased the postretirement benefit
obligation by 12
million and the pre-tax expense by
1 million;
conversely, a one-percentage-point decrease in the annual trend
rate would have decreased the postretirement benefit obligation
by
12 million
and the pre-tax expense by
1 million.

Stock Based Compensation

Employee Stock Option Plans

Since its creation through the Merger
Transactions on December 8, 2000, Vivendi Universal has
adopted two stock option plans under which options may be
granted to employees to purchase Vivendi Universal common shares
at not less than the fair market value of the shares on the date
of the grant. Under the first plan, one third of the outstanding
options vest annually over each of three years from the grant
date. Two-thirds of the outstanding options become exercisable
at the beginning of the third year from the grant date, the
remaining one third becomes exercisable at the beginning of the
fourth year from the grant date. Under the second plan, which is
an exceptional performance-related plan known as the
out-performance plan, outstanding options vest after
six years, but can be accelerated after three years based upon
the performance of Vivendi Universal ordinary shares versus a
composite of the MSCI and Stoxx Media Indices. Under both plans,
outstanding options expire eight years from the date of the
grant. Under both French and US GAAP, no compensation
expense has been recorded in connection with these plans.

Prior to the Merger Transactions, both Vivendi
and CANAL+ had adopted various stock option plans under which
options were granted to employees to purchase shares at strike
prices below the fair market value of the shares on the dates of
the grants. At Vivendi, the strike prices were discounted 12.5%
to 20% below the fair market value of the shares on the dates of
the grants, at CANAL+, the discounts were between 0% and 10%.
Under these plans, outstanding options vest over a 3 to
5 year period from the date of the grant, become
exercisable over a 3 to 5 year period from the date of
the grant and expire 7 to 10 years from the date of
the grant. On December 8, 2000, outstanding options under
the CANAL+ option plans were converted to or replaced by Vivendi
Universal stock option plans. Under French GAAP, no compensation
expense has been recorded in connection with these stock option
plans. Under US GAAP, the compensation expense recorded in
connection with these plans was
29.9 million,
8.6 million
and
85.8 million,
respectively, for the years ended December 31, 2001, 2000
and 1999.

In 2001, Vivendi Universal granted stock options
to the employees of MP3.com and StudioCanal to replace their
existing stock option plans. The fair value of the stock options
was recorded in addition to the purchase price. The number of
Vivendi Universal stock options on ADSs granted to employees of
MP3.com was 846,608. The employees of StudioCanal were granted
1,504,945 Vivendi Universal stock options and 153,972 Vivendi
Universal stock options on ADSs.

F-65



---



##### 



Transactions involving the combined stock options
of Vivendi Universal and CANAL+ Group are summarized as follows:

|                           |  |               |            |                  |  |  |      | 
|-------------------------- |  | ------------- | ---------- | ---------------- |  |  | ---- | 
|                           |  |               |            | Weighted Average
|                           |  |               |            | Exercise Price  
|                           |  | Stock Options |            | of Stock Options
|                           |  | Outstanding   |            | Outstanding     
|                           |  |               |            |                 
|Balance, December 31, 1998 |  |               | 17,120,786 |                  |  |  | 22.8 | 
|Granted                    |  |               | 11,477,378 |                  |  |  | 68.0 | 
|Exercised                  |  |               | (2,652,681 | )                |  |  | 19.8 | 
|Cancelled                  |  |               | (42,616    | )                |  |  | 19.7 | 
|                           |  |               |            |                  |  |  |      | 
|Balance, December 31, 1999 |  |               | 25,902,867 |                  |  |  | 46.2 | 
|Granted                    |  |               | 15,131,761 |                  |  |  | 85.7 | 
|Exercised                  |  |               | (2,329,062 | )                |  |  | 17.3 | 
|Cancelled                  |  |               | (126,216   | )                |  |  | 19.2 | 
|                           |  |               |            |                  |  |  |      | 
|Balance, December 31, 2000 |  |               | 38,579,350 |                  |  |  | 67.0 | 
|Granted                    |  |               | 8,827,226  |                  |  |  | 48.9 | 
|Exercised                  |  |               | (1,630,306 | )                |  |  | 36.8 | 
|Cancelled                  |  |               | (180,315   | )                |  |  | 24.4 | 
|                           |  |               |            |                  |  |  |      | 
|Balance, December 31, 2001 |  |               | 45,595,955 |                  |  |  | 61.0 | 
|                           |  |               |            |                  |  |  |      | 

On December 8, 2000, 39,999,747 Seagram
stock options were converted into 32,061,549 Vivendi Universal
stock options on ADSs. Under both French and US GAAP, no
compensation expense has been recorded in connection with the
Seagram stock options plans. Transactions involving the stock
options on ADSs are summarized as follows:

|                           |  |             |            |                  |  |   |      | 
|-------------------------- |  | ----------- | ---------- | ---------------- |  | - | ---- | 
|                           |  |             |            | Weighted Average
|                           |  |             |            | Exercise Price  
|                           |  | ADS Options |            | of ADS Options  
|                           |  | Outstanding |            | Outstanding     
|                           |  |             |            |                 
|Balance, December 8, 2000  |  |             | 32,061,549 |                  |  | $ | 54.1 | 
|Granted                    |  |             | 6,878,697  |                  |  |   | 67.9 | 
|Exercised                  |  |             | (116,257   | )                |  |   | 45.7 | 
|Cancelled                  |  |             | (29,941    | )                |  |   | 56.1 | 
|                           |  |             |            |                  |  |   |      | 
|Balance, December 31, 2000 |  |             | 38,794,048 |                  |  |   | 56.6 | 
|Granted                    |  |             | 7,626,536  |                  |  |   | 55.9 | 
|Exercised                  |  |             | (3,520,575 | )                |  |   | 45.4 | 
|Cancelled                  |  |             | (1,204,118 | )                |  |   | 72.9 | 
|                           |  |             |            |                  |  |   |      | 
|Balance, December 31, 2001 |  |             | 41,695,891 |                  |  | $ | 56.9 | 
|                           |  |             |            |                  |  |   |      | 

F-66



---



##### 



The following table summarizes information
concerning currently outstanding and vested stock options and
options on ADSs:

|                                    |             |             |  |                |            |             |  |        |        |                |  |  |      |  |  |  |            |  |  |   |        | 
|----------------------------------- | ----------- | ----------- |  | -------------- | ---------- | ----------- |  | ------ | ------ | -------------- |  |  | ---- |  |  |  | ---------- |  |  | - | ------ | 
|                                    |             |             |  |                |            | Weighted    |  |        |        |               
|                                    |             |             |  |                |            | Average     |  |        |        |               
|                                    |             |             |  | Weighted       |            | Remaining   |  |        |        | Weighted      
|Range of                            |             | Number      |  | Average        |            | Contractual |  | Number |        | Average       
|Exercise Prices                     |             | Outstanding |  | Exercise Price |            | Life        |  | Vested |        | Exercise Price
|                                    |             |             |  |                |            |             |  |        |        |               
|Stock options in euros              |             |             |  |                |            |             |  |        |        |                |  |  |      |  |  | 
|                                    | Under 20   |             |  |                | 185,497    |             |  |        |  19.3 |                |  |  | 0.80 |  |  |  | 185,497    |  |  |   |  19.3 | 
|                                    | 20 - 30   |             |  |                | 4,328,248  |             |  |        | 28.2   |                |  |  | 1.64 |  |  |  | 2,390,948  |  |  |   | 20.8   | 
|                                    | 30 - 40   |             |  |                | 2,047,290  |             |  |        | 34.4   |                |  |  | 2.03 |  |  |  | 26,800     |  |  |   | 31.3   | 
|                                    | 40 - 50   |             |  |                | 8,305,941  |             |  |        | 48.2   |                |  |  | 7.75 |  |  |  | 83,665     |  |  |   | 41.9   | 
|                                    | 50 - 60   |             |  |                | 4,475,407  |             |  |        | 51.5   |                |  |  | 4.29 |  |  |  |           |  |  |   |       | 
|                                    | 60 - 70   |             |  |                | 5,536,986  |             |  |        | 64.1   |                |  |  | 4.78 |  |  |  | 2,202,820  |  |  |   | 62.6   | 
|                                    | 70 - 80   |             |  |                | 14,799,026 |             |  |        | 76.5   |                |  |  | 5.48 |  |  |  | 1,732,367  |  |  |   | 78.6   | 
|                                    | 80 - 90   |             |  |                | 3,139,000  |             |  |        | 83.7   |                |  |  | 6.90 |  |  |  |           |  |  |   |       | 
|                                    | 90 - 110  |             |  |                | 5,000      |             |  |        | 106.4  |                |  |  | 6.19 |  |  |  |           |  |  |   |       | 
|                                    | 110 - 120 |             |  |                | 2,773,560  |             |  |        | 111.4  |                |  |  | 6.39 |  |  |  |           |  |  |   |       | 
|                                    |             |             |  |                |            |             |  |        |        |                |  |  |      |  |  |  |            |  |  |   |        | 
|                                    |             |             |  |                | 45,595,955 |             |  |        | 61.4  |                |  |  | 5.85 |  |  |  | 6,622,097  |  |  |   | 50.1  | 
|                                    |             |             |  |                |            |             |  |        |        |                |  |  |      |  |  |  |            |  |  |   |        | 
|Stock options on ADSs in US dollars |             |             |  |                |            |             |  |       
|                                    | Under $20   |             |  |                | 52,524     |             |  | $      | 7.1    |                |  |  | 7.37 |  |  |  | 28,016     |  |  | $ | 6.0    | 
|                                    | $20 - $30   |             |  |                | 38,112     |             |  |        | 23.0   |                |  |  | 7.88 |  |  |  | 18,854     |  |  |   | 23.3   | 
|                                    | $30 - $40   |             |  |                | 5,698,370  |             |  |        | 36.1   |                |  |  | 2.33 |  |  |  | 5,613,356  |  |  |   | 36.1   | 
|                                    | $40 - $50   |             |  |                | 16,763,585 |             |  |        | 45.3   |                |  |  | 6.37 |  |  |  | 9,707,220  |  |  |   | 46.0   | 
|                                    | $50 - $60   |             |  |                | 3,375,431  |             |  |        | 59.4   |                |  |  | 7.16 |  |  |  | 2,954,086  |  |  |   | 59.5   | 
|                                    | $60 - $70   |             |  |                | 7,470,877  |             |  |        | 67.6   |                |  |  | 6.92 |  |  |  | 436,501    |  |  |   | 64.0   | 
|                                    | $70 - $80   |             |  |                | 7,921,848  |             |  |        | 75.8   |                |  |  | 8.04 |  |  |  | 5,480,604  |  |  |   | 76.2   | 
|                                    | Over $80    |             |  |                | 375,144    |             |  |        | 267.1  |                |  |  | 7.89 |  |  |  | 262,476    |  |  |   | 261.0  | 
|                                    |             |             |  |                |            |             |  |        |        |                |  |  |      |  |  |  |            |  |  |   |        | 
|                                    |             |             |  |                | 41,695,891 |             |  | $      | 56.9   |                |  |  | 6.31 |  |  |  | 24,501,113 |  |  | $ | 54.7   | 
|                                    |             |             |  |                |            |             |  |        |        |                |  |  |      |  |  |  |            |  |  |   |        | 

At December 31, 2001, 6,622,097 stock
options and 24,501,113 stock options on ADSs were exercisable at
weighted average exercise prices of
50.1 and
US$54.7, respectively. The options outstanding at
December 31, 2001 expire in various years through 2010.

The fair value of Vivendi Universal option grants
is estimated on the date of grant using the Binomial Option
Pricing Model with the following assumptions for the grants:

|                      |  |              |      |      |  |      |      |   |  |  |     |  
|--------------------- |  | ------------ | ---- | ---- |  | ---- | ---- | - |  |  | --- | -
|                      |  |             
|                      |  | December 31,
|                      |  |             
|                      |  | 2001         |      | 2000 |  | 1999
|                      |  |              |      |      |  |     
|Expected life (years) |  |              | 6.3  |      |  |      | 7.9  |   |  |  | 6.5 |  
|Interest rate         |  |              | 4.9  | %    |  |      | 4.8  | % |  |  | 4.6 | %
|Volatility            |  |              | 35.0 | %    |  |      | 35.0 | % |  |  | 6.5 | %
|Dividend yield        |  |              | 1.0  | %    |  |      | 1.0  | % |  |  | 1.1 | %

In addition to the Vivendi Universal corporate
plans described above, several consolidated subsidiaries
maintained stock-based plans for their employees which are
denominated in the subsidiarys stock. A description of the
significant plans are as follows:

F-67



---



##### 



Vivendi Environnement stock option
plans

In June 2000, Vivendi Environnement granted
780,000 stock options on its own shares to its top management.
The number of options to be exercised depends of the relative
performance of Vivendi Environnement compared to the average
performance of the DJStoxx Europe Utilities Index. The exercise
price is 32.5.
In February 2001, Vivendi Environnement granted 3,462,000 stock
options on its own treasury shares. The compensation cost
recorded in connection with these stock option plans was
1.0 million
and
1.9 million,
respectively, for the years ended December 31, 2001 and
2000.

Employee Stock Purchase Plans

Vivendi Universal maintains savings plans that
allow substantially all full time non-US employees of Vivendi
Universal and its subsidiaries to purchase shares of Vivendi
Universal. The shares are sold to employees at a 15% discount
from the market price on the date of authorization by the Board
of Directors. Shares purchased by employees under these plans
are subject to certain restrictions over their sale or transfer.
The compensation cost recorded in connection with these plans
was
1 million,
86 million
and
157 million,
respectively, for the years ended December 31, 2001, 2000
and 1999.

For US employees, Vivendi Universal will maintain
a non-compensatory Employee Stock Purchase Plan (ESPP),
qualified under Section 423 of the Internal Revenue Code of
1986, as amended, commencing in 2002.

Vivendi Universal maintains a leveraged stock
purchase plan named Pegasus, which is available exclusively to
the employees of non-French subsidiaries. At the end of a
five-year period, the employees are given assurance that they
will receive the maximum amount of either their personal
contribution plus six times the performance of the Vivendi
Universal share or their personal contribution plus interest of
5% per year compounded annually. The risk carried by Vivendi
Universal is hedged through a trustee based in Jersey by
Société Générale. The compensation cost
recorded in connection with Pegasus was
17 million
and
10 million,
respectively, for the years ended December 31, 2001 and
December 31, 2000 .

Shares sold to employee stock purchase plans are
as follows:

|                                     |  |                         |           |      |  |      |           |  |  |  |           | 
|------------------------------------ |  | ----------------------- | --------- | ---- |  | ---- | --------- |  |  |  | --------- | 
|                                     |  |                        
|                                     |  | Year Ended December 31,
|                                     |  |                        
|                                     |  | 2001                    |           | 2000 |  | 1999
|                                     |  |                         |           |      |  |     
|                                     |  |                        
|                                     |  | (In millions of euros, 
|                                     |  | except share amounts)  
|Number of shares                     |  |                         | 2,604,670 |      |  |      | 8,937,889 |  |  |  | 6,608,980 | 
|Proceeds on sales                    |  |                         | 133      |      |  |      | 555      |  |  |  | 480      | 
|Average cost of treasury stock sales |  |                         | 51       |      |  |      | 62       |  |  |  | 73       | 

Under US GAAP, the total compensation cost
recorded in connection with employee stock purchase plans was
18 million,
96 million
and
157 million,
respectively, for the years ended December 31, 2001, 2000
and 1999.

The following table reflects pro forma net income
and earnings per share had Vivendi Universal elected to adopt
the fair value approach of SFAS 123:

|                                                   |             |                           |   |        |   |      |   |       |  |  |   |      | 
|-------------------------------------------------- | ----------- | ------------------------- | - | ------ | - | ---- | - | ----- |  |  | - | ---- | 
|                                                   |             |                          
|                                                   |             | Year Ended December 31,  
|                                                   |             |                          
|                                                   |             | 2001                      |   | 2000   |   | 1999
|                                                   |             |                           |   |        |   |     
|                                                   |             |                          
|                                                   |             | (In millions of euros,   
|                                                   |             | except per share amounts)
|US GAAP net income (loss)                          |             |                           |   |        |   |      |   |       |  |  |   |     
|                                                   | As reported |                           |  | (1,172 | ) |      |  | 1,908 |  |  |  | 246  | 
|                                                   | Pro forma   |                           |  | (1,653 | ) |      |  | 1,850 |  |  |  | 194  | 
|US GAAP basic earnings (loss) per common
    share |             |                           |   |        |   |      |   |       |  |  |   |     
|                                                   | As reported |                           |  | (1.19  | ) |      |  | 3.24  |  |  |  | 0.48 | 
|                                                   | Pro forma   |                           |  | (1.60  | ) |      |  | 3.14  |  |  |  | 0.38 | 

F-68



---



##### 



|                                                 |             |                           |   |       |   |      |   |      |  |  |   |      | 
|------------------------------------------------ | ----------- | ------------------------- | - | ----- | - | ---- | - | ---- |  |  | - | ---- | 
|                                                 |             |                          
|                                                 |             | Year Ended December 31,  
|                                                 |             |                          
|                                                 |             | 2001                      |   | 2000  |   | 1999
|                                                 |             |                           |   |       |   |     
|                                                 |             |                          
|                                                 |             | (In millions of euros,   
|                                                 |             | except per share amounts)
|US GAAP diluted earnings (loss) per common share |             |                           |   |       |   |      |   |      |  |  |   |     
|                                                 | As reported |                           |  | (1.19 | ) |      |  | 3.03 |  |  |  | 0.48 | 
|                                                 | Pro forma   |                           |  | (1.60 | ) |      |  | 2.89 |  |  |  | 0.37 | 

Restructuring Costs

Under French GAAP, restructuring costs may be
recorded when restructuring programs have been finalized and
approved by management. Under US GAAP, the requirements for
recording a reserve for restructuring are more stringent and
include the development of a formal plan, specific
identification of operations and activities to be restructured,
approval and commitment of management and notification to the
employees to be terminated. Additionally, restructuring reserves
may only be recorded if the related costs are not associated
with or do not benefit continuing activities of Vivendi
Universal. The reconciliation between the French and US GAAP
provision for restructuring is as follows:

|                                         |                                                                   |                 |      |      |  |   |      |     | 
|---------------------------------------- | ----------------------------------------------------------------- | --------------- | ---- | ---- |  | - | ---- | --- | 
|                                         |                                                                   |                
|                                         |                                                                   | December 31,   
|                                         |                                                                   |                
|                                         |                                                                   | 2001            |      | 2000
|                                         |                                                                   |                 |      |     
|                                         |                                                                   |                
|                                         |                                                                   | (In millions of
|                                         |                                                                   | euros)         
|French GAAP provision for restructuring: |                                                                   |                 |      |      |  |   |      |    
|                                         | Reorganization and restructuring costs(1)                         |                 |     | 314  |  |   |     | 310 | 
|                                         | Accrual for exit activities related to Seagram
    acquisition(2) |                 |      | 300  |  |   |      | 400 | 
|                                         | Other(3)                                                          |                 |      | 18   |  |   |      |    | 
|                                         |                                                                   |                 |      |      |  |   |      |    
|                                         |                                                                   |                 | 632  |      |  |   | 710  |    
|Adjustments to conform to US GAAP:(4)    |                                                                   |                 | (157 | )    |  |   | (110 | )  
|                                         |                                                                   |                 |      |      |  |   |      |    
|US GAAP provision for restructuring      |                                                                   |                | 475  |      |  |  | 600  |    
|                                         |                                                                   |                 |      |      |  |   |      |    



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Recorded in provisions and allowances in the
    consolidated balance sheet (see Note 8).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(2) | Recorded in other non-current liabilities and
    accrued expenses in the consolidated balance sheet (see
    Note 8).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   
|(3) | Relates to Vivendi Universal Publishings
    interactive games operations. Recorded in accounts payable in
    the consolidated balance sheet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(4) | Primarily relates to accruals and reorganization
    costs at Vivendi Environnement, which qualify as restructuring
    costs under French GAAP but not under US GAAP
    (120 million
    at December 31, 2001 and
    100 million
    at December 31, 2000). Certain of the accruals qualified as
    probable and estimable liabilities under SFAS No. 5,
    Accounting for Contingencies, thus the adjustment is only
    a reclassification with no impact on net income or
    shareholders equity. Other accruals, recorded in prior
    years, did not comply with the provisions of Issues Task Force
    (EITF) 94-3, Liability Recognition for Certain Employee
    Termination Benefits and Other Costs to Exit an Activity
    (including Certain Costs Incurred in a Restructuring) and as
    such their reversal resulted in a net income/ shareholders
    equity adjustment.

In connection with the Merger Transactions and
the integration of several other significant acquisitions, as
discussed in Note 2, Vivendi Universals management
developed and committed to a variety of formal restructuring
programs that were communicated to employees. The restructuring
programs impacted several business segments and primarily
related to the consolidation of facilities and related
reductions in employee headcount. Costs incurred, include
amounts associated with employee termination and early
retirement programs, asset divestitures and costs associated
with lease and other contract terminations. These plans are
generally completed within one year of initiation.

In addition to restructuring programs initiated
by Vivendi Universal, certain of the acquired businesses had
initiated and were executing their own restructuring programs at
the time of acquisition. Vivendi

F-69



---



##### 



Universal evaluated these programs at the time of
acquisition to determine whether they were consistent with the
integration strategy. If consistent, restructuring reserves were
established through purchase accounting and are reflected as
Changes in scope of consolidation and purchase accounting
adjustments in the following summary of reserves for
restructuring:


|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |     |      |  
|----------------------------- | ---------------------------- | ------------------------------------------------------------------------- | - | ---------- | -- | ------ | - | -------- | --- | -------- | - | ---------- | -- | ------------- | - | --------- | --- | - | - | - | --- | - | - | --- | --- | - | - | -- | --- | - | - | --- | ---- | -
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   | Holding,   |    |               |   | Total    
|                              |                              |                                                                           |   |            |    | TV     |   |          |     |          |   | Corporate  |    | Environmental |   | Vivendi  
|                              |                              | Music                                                                     |   | Publishing |    | & Film |   | Telecoms |     | Internet |   | & Non-Core |    | Services      |   | Universal
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |          
|                              |                              |                                                                          
|                              |                              | (In millions of euros)                                                   
|EMPLOYEE TERMINATION RESERVES |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    
|                              | Balance at December 31, 1998 |                                                                           |  |           |    |        |  | 38       |     |          |  |           |    |               |  |          |     |   |  |  |     |   |  | 52  |     |   |  | 13 |     |   |  | 103 |     
|                              |                              | Changes in scope of consolidation and purchase
    accounting adjustments |   |            |   |        |   |          | 15  |          |   |            |   |               |   |           |    |   |   |   |    |   |   |     | (2  | ) |   |    | 54  |   |   |     | 67   |  
|                              |                              | Additions charged to income                                               |   |            |   |        |   |          | 18  |          |   |            |   |               |   |           |    |   |   |   |    |   |   |     | 50  |   |   |    | 2   |   |   |     | 70   |  
|                              |                              | Utilization                                                               |   |            |   |        |   |          | (43 | )        |   |            |   |               |   |           |    |   |   |   |    |   |   |     | (57 | ) |   |    | (17 | ) |   |     | (117 | )
|                              |                              | Reversals                                                                 |   |            |   |        |   |          | (1  | )        |   |            |   |               |   |           |    |   |   |   |    |   |   |     |    |   |   |    |    |   |   |     | (1   | )
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    
|                              | Balance at December 31, 1999 |                                                                           |   |           |    |        |   | 27       |     |          |   |           |    |               |   |          |     |   |   |  |     |   |   | 43  |     |   |   | 52 |     |   |   | 122 |     
|                              |                              | Changes in scope of consolidation and purchase
    accounting adjustments |   |            |   |        |   |          | (4  | )        |   |            |   |               |   |           |    |   |   |   |    |   |   |     | (39 | ) |   |    |    |   |   |     | (43  | )
|                              |                              | Additions charged to income                                               |   |            |   |        |   |          | 64  |          |   |            |   |               |   |           |    |   |   |   |    |   |   |     |    |   |   |    |    |   |   |     | 64   |  
|                              |                              | Utilization                                                               |   |            |   |        |   |          | (10 | )        |   |            |   |               |   |           |    |   |   |   |    |   |   |     | (3  | ) |   |    | (17 | ) |   |     | (30  | )
|                              |                              | Reversals                                                                 |   |            |   |        |   |          | (4  | )        |   |            |   |               |   |           |    |   |   |   |    |   |   |     |    |   |   |    |    |   |   |     | (4   | )
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    
|                              | Balance at December 31, 2000 |                                                                           |   |           |    |        |   | 73       |     |          |   |           |    |               |   |          |     |   |   |  |     |   |   | 1   |     |   |   | 35 |     |   |   | 109 |     
|                              | Seagram acquisition          |                                                                           |   | 5          |    |        |   |         |     |          |   |           |    |               |   |          |     |   |   |  |     |   |   | 118 |     |   |   |   |     |   |   | 123 |     
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    
|                              | Balance at December 31, 2000 |                                                                           |   | 5          |    |        |   | 73       |     |          |   |           |    |               |   |          |     |   |   |  |     |   |   | 119 |     |   |   | 35 |     |   |   | 232 |     
|                              |                              | Changes in scope of consolidation and purchase
    accounting adjustments |   |            |   |        |   |          | (5  | )        |   |            |   |               |   |           |    |   |   |   |    |   |   |     |    |   |   |    | 24  |   |   |     | 19   |  
|                              |                              | Additions charged to income                                               |   |            |   |        |   |          | 42  |          |   |            |   |               |   |           |    |   |   |   | 19  |   |   |     |    |   |   |    | 18  |   |   |     | 79   |  
|                              |                              | Utilization                                                               |   |            | (5 | )      |   |          | (65 | )        |   |            |   |               |   |           |    |   |   |   | (12 | ) |   |     | (49 | ) |   |    | (35 | ) |   |     | (166 | )
|                              |                              | Reversals                                                                 |   |            |   |        |   |          | (2  | )        |   |            |   |               |   |           |    |   |   |   |    |   |   |     |    |   |   |    |    |   |   |     | (2   | )
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    
|                              | Balance at December 31, 2001 |                                                                           |  |           |    |        |  | 43       |     |          |  |           |    |               |  |          |     |   |  | 7 |     |   |  | 70  |     |   |  | 42 |     |   |  | 162 |     
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    
|OTHER RESTRUCTURING RESERVES  |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    
|                              | Balance at December 31, 1998 |                                                                           |  |           |    |        |  |         |     |          |  |           |    |               |  | 34        |     |   |  |  |     |   |  |    |     |   |  | 25 |     |   |  | 59  |     
|                              |                              | Changes in scope of consolidation and purchase
    accounting adjustments |   |            |   |        |   |          | 7   |          |   |            |   |               |   |           | (4  | ) |   |   |    |   |   |     |    |   |   |    | 55  |   |   |     | 58   |  
|                              |                              | Additions charged to income                                               |   |            |   |        |   |          |    |          |   |            |   |               |   |           | 1   |   |   |   |    |   |   |     |    |   |   |    | 29  |   |   |     | 30   |  
|                              |                              | Utilization                                                               |   |            |   |        |   |          | (2  | )        |   |            |   |               |   |           | (12 | ) |   |   |    |   |   |     |    |   |   |    | (34 | ) |   |     | (48  | )
|                              |                              | Reversals                                                                 |   |            |   |        |   |          |    |          |   |            |   |               |   |           |    |   |   |   |    |   |   |     |    |   |   |    |    |   |   |     |     |  
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    
|                              | Balance at December 31, 1999 |                                                                           |   |           |    |        |   | 5        |     |          |   |           |    |               |   | 19        |     |   |   |  |     |   |   |    |     |   |   | 75 |     |   |   | 99  |     
|                              |                              | Changes in scope of consolidation and purchase
    accounting adjustments |   |            |   |        |   |          |    |          |   |            | 20 |               |   |           | 5   |   |   |   |    |   |   |     |    |   |   |    | 17  |   |   |     | 42   |  
|                              |                              | Additions charged to income                                               |   |            |   |        |   |          | 12  |          |   |            |   |               |   |           |    |   |   |   |    |   |   |     |    |   |   |    |    |   |   |     | 12   |  
|                              |                              | Utilization                                                               |   |            |   |        |   |          | (3  | )        |   |            |   |               |   |           | (11 | ) |   |   |    |   |   |     |    |   |   |    | (43 | ) |   |     | (57  | )
|                              |                              | Reversals                                                                 |   |            |   |        |   |          | (1  | )        |   |            |   |               |   |           | (4  | ) |   |   |    |   |   |     |    |   |   |    |    |   |   |     | (5   | )
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    
|                              | Balance at December 31, 2000 |                                                                           |   |           |    |        |   | 13       |     |          |   | 20         |    |               |   | 9         |     |   |   |  |     |   |   |    |     |   |   | 49 |     |   |   | 91  |     
|                              | Seagram acquisition          |                                                                           |   | 140        |    |        |   |         |     |          |   | 51         |    |               |   |          |     |   |   |  |     |   |   | 86  |     |   |   |   |     |   |   | 277 |     
|                              |                              |                                                                           |   |            |    |        |   |          |     |          |   |            |    |               |   |           |     |   |   |   |     |   |   |     |     |   |   |    |     |   |   |    

F-70



---



##### 



|                             |                              |                                                                           |   |            |     |        |   |          |     |          |   |            |     |               |   |           |    |   |   |    |     |   |   |     |   |  |   |    |     |   |   |     |      |  
|---------------------------- | ---------------------------- | ------------------------------------------------------------------------- | - | ---------- | --- | ------ | - | -------- | --- | -------- | - | ---------- | --- | ------------- | - | --------- | -- | - | - | -- | --- | - | - | --- | - |  | - | -- | --- | - | - | --- | ---- | -
|                             |                              |                                                                           |   |            |     |        |   |          |     |          |   | Holding,   |     |               |   | Total    
|                             |                              |                                                                           |   |            |     | TV     |   |          |     |          |   | Corporate  |     | Environmental |   | Vivendi  
|                             |                              | Music                                                                     |   | Publishing |     | & Film |   | Telecoms |     | Internet |   | & Non-Core |     | Services      |   | Universal
|                             |                              |                                                                           |   |            |     |        |   |          |     |          |   |            |     |               |   |          
|                             |                              |                                                                          
|                             |                              | (In millions of euros)                                                   
|                             | Balance at December 31, 2000 |                                                                           |   | 140        |     |        |   | 13       |     |          |   | 71         |     |               |   | 9         |    |   |   |   |     |   |   | 86  |   |  |   | 49 |     |   |   | 368 |     
|                             |                              | Changes in scope of consolidation and purchase
    accounting adjustments |   |            |    |        |   |          | 4   |          |   |            | (20 | )             |   |           |   |   |   |    |    |   |   |     |  |  |   |    | 2   |   |   |     | (14  | )
|                             |                              | Additions charged to income                                               |   |            |    |        |   |          | 33  |          |   |            | 24  |               |   |           |   |   |   |    | 18  |   |   |     |  |  |   |    | 9   |   |   |     | 84   |  
|                             |                              | Utilization                                                               |   |            | (23 | )      |   |          | (22 | )        |   |            | (31 | )             |   |           | (9 | ) |   |    | (11 | ) |   |     |  |  |   |    | (24 | ) |   |     | (120 | )
|                             |                              | Reversals                                                                 |   |            |    |        |   |          | (5  | )        |   |            |    |               |   |           |   |   |   |    |    |   |   |     |  |  |   |    |    |   |   |     | (5   | )
|                             |                              |                                                                           |   |            |     |        |   |          |     |          |   |            |     |               |   |           |    |   |   |    |     |   |   |     |   |  |   |    |     |   |   |    
|                             | Balance at December 31, 2001 |                                                                           |  | 117        |     |        |  | 23       |     |          |  | 44         |     |               |  |          |    |   |  | 7  |     |   |  | 86  |   |  |  | 36 |     |   |  | 313 |     
|                             |                              |                                                                           |   |            |     |        |   |          |     |          |   |            |     |               |   |           |    |   |   |    |     |   |   |     |   |  |   |    |     |   |   |    
|TOTAL RESTRUCTURING RESERVES |                              |                                                                           |   |            |     |        |   |          |     |          |   |            |     |               |   |           |    |   |   |    |     |   |   |     |   |  |   |    |     |   |   |    
|                             | Balance at December 31, 2001 |                                                                           |  | 117        |     |        |  | 66       |     |          |  | 44         |     |               |  |          |    |   |  | 14 |     |   |  | 156 |   |  |  | 78 |     |   |  | 475 |     
|                             |                              |                                                                           |   |            |     |        |   |          |     |          |   |            |     |               |   |           |    |   |   |    |     |   |   |     |   |  |   |    |     |   |   |    

Seagram AcquisitionIn connection with the acquisition and integration of Seagram,
Vivendi Universal management developed a formal exit activity
plan that was committed to by management and communicated to
employees at the time the merger was consummated. The
400 million
accrual for exit activities consists principally of relocation
and severance costs, facility elimination costs, including
leasehold termination payments and incremental facility closure
costs and contract terminations, related to the acquired
companies. In 2001, cash payments made on the settlement of exit
activities approximated
100 million.

MusicEmployee
termination reserves of
5 million
and other restructuring reserves of
140 million
were established as part of the accrual for exit activities
related to the Seagram acquisition as discussed above. At
December 31, 2001, all of the employee termination reserves
and
23 million
of the other restructuring reserves had been utilized.

PublishingPrior to
their acquisitions in 1998 by Vivendi Universal, Havas and Grupo
Anaya had initiated and were executing their own restructuring
programs, primarily focused on headcount reduction. Vivendi
Universal evaluated these programs and determined they were
consistent with their integration strategy and thus
48 million
of employee termination reserves were established through
purchase accounting and were reflected as Changes in scope
of consolidation and purchase accounting adjustments.
Concurrent with the acquisitions, Vivendi Universal determined
that certain sales and administrative offices were redundant.
This resulted in the establishment of
11 million
in termination reserves related to approximately 240 employees
of Grupo Anaya (12 management employees and 228 sales and
administrative employees) and
5 million
in termination reserves to reduce the administrative headcount
at Havas. In addition to the reserves for acquired companies,
10 million
of restructuring reserves were established related to historical
subsidiaries. During 1998,
35 million
of the reserves discussed above were utilized and
1 million
were reversed, resulting in a
38 million
employee termination reserve at December 31, 1998.

In connection with the acquisition of Medi-Media
in 1999,
15 million
of employee termination reserves and
7 million
of other restructuring reserves related to the closure and
disposal of several operating facilities were established
through purchase accounting and were reflected as Changes
in scope of consolidation and purchase accounting
adjustments. As part of the integration, a restructuring
plan was implemented to terminate approximately
40 employees. In addition to reserves established due to
changes in the scope of consolidation,
18 million
of additional employee termination reserves were charged to
income in 1999,
1 million
of employee termination reserves were reversed and
45 million
of reserves were utilized, including
43 million
of employee termination reserves and
2 million
of other restructuring reserves.

During 2000, several divisions within the
Publishing business initiated restructuring plans. The games
division implemented a down sizing plan, reorganization of
shared services and a reallocation of business. These plans
resulted in the accrual of
24 million
of employee termination reserves for approximately 570 employees
and
6 million
of other restructuring reserves. The education division
implemented several restructuring plans, including the
downsizing of the French structure, the reorganization of the
supply chain in Brazil and Spain and the closure of a site in
Belgium. These plans generated restructuring reserves totaling
22 million,
including
18 million
allocated to the termination of approximately 210 employees. The

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information division implemented a reorganization
of its back office department, primarily through mutualization
and reallocation of services. Restructuring reserves for this
plan totaled
14 million,
resulting in the termination of approximately
220 employees. The services department decided to close
down a logistic site, resulting in an employee termination
reserve of
7 million
for 117 employees and other facility closure reserves of
1 million.
Headquarters also initiated a restructuring plan that will lead
to the termination of 17 employees. The reserve for this plan
totaled
2 million.


During 2001, changes in the scope of
consolidation and purchase accounting adjustments at VUP reduced
reserves for restructuring by
1 million,
primarily due to the disposal of France Loisirs. Additional
restructuring reserves of
8 million
at Grupo Anaya were recorded due to a change in local
legislation, which increased employee termination costs. Under
this plan, 37 employees were terminated in 2001 at a cost of
3 million.
At the games division restructuring programs related to logistic
reorganization and centralization of shared services continued
throughout the year, resulting in the termination of 887
employees for 18
million and the utilization of other restructuring reserves for
27 million.
Additional reserves of
33 million
were recorded for the closure and downsizing of two studios,
including
13 million
for the termination of 337 employees. At the education division,
approximately 100 employees were terminated in 2001 related to
the downsizing of corporate functions and reorganization of
logistics in France, Belgium, Brazil and the US for
12 million.
Additional reserves of
15 million
were recorded in order to complete the plan. At the information
division restructuring reserves of
6 million
were utilized in connection with the centralization of
Comaregs headquarters in Lyon. Additional reserves of
10 million
were recorded for a new plan initiated for the merger of the
consumer press titles. The restructuring program for the
centralization of shared services at the B2B division was
abandoned generating a
6 million
reversal of reserves. The services division have implemented a
new plan to close a logistic site at a cost of
8 million,
5 million
of which relate to employee termination reserves for 63
employees. The health division completed the closure of its
London headquarters and other administrative reorganization
plans, utilizing
21 million
in employee termination and other restructuring reserves.

TV & FilmOther
restructuring reserves of
51 million
were established as part of the accrual for exit activities
related to the Seagram acquisition discussed above, of which
22 million
had been utilized by December 31, 2001. Additional other
restructuring reserves of
24 million
were established in 2001 by CANAL+ Horizons, a subsidiary of
CANAL+ Group. Of the total, approximately
9 million
related to their withdrawal from Maghreb and the Middle East
(primarily contract termination fees), of which
1 million
had been utilized by December 31, 2001. The remaining
15 million
related to antenna restructuring, of which
8 million
in contract termination fees were paid to American Studios in
2001. The
20 million
restructuring reserve related to the operations of CANAL+ Group,
which was established as a result of the Merger Transactions in
2001, was reclassified to operating liabilities.

TelecomsIn December
1997, SFR decided to discontinue mobile telephone service
operations utilizing analog technology. In connection with this
decision, a reserve of approximately
59 million
was established related to the phasing out of the subscriber
base and associated technology. The program was essentially
completed by December 31, 2000. The remaining reserves of
9 million
related to other technological changes accrued during previous
years, all of which were utilized in 2001.

InternetAs the
result of the general dotcom slowdown, Vivendi Universals
Internet business has made significant changes to its business
strategy. In 2001, this resulted in restructuring programs
involving employee reduction and other costs associated with the
reorganization and reallocation of business. In the US, Flipside
finalized a restructuring plan in connection with the
acquisition of Uproar. The total costs of the plan amount to
approximately
15 million,
comprised of
9 million
in severance and employee termination costs and
6 million
in facility exits costs, including assets writedowns, lease
terminations and other exit costs. Additionally, the
consolidation of all US Web properties into a single entity
called Vivendi Universal Net USA has resulted in a restructuring
plan in 2001. Costs associated with this plan are expected to
total
4 million,
95% of which relate to facility and other exit costs. In Europe,
restructuring of education and entertainment activities,
horizontal portals and support and services activities are
expected to cost
18 million,
of which employee termination costs account for
10 million
and other restructuring costs for
8 million.

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Holding, Corporate &
Non-CoreEmployee termination reserves
of
118 million
and other restructuring reserves of
86 million
were established as part of the accrual for exit activities
related to the Seagram acquisition as discussed above. At
December 31, 2001,
50 million
of the employee termination reserves and none of the other
restructuring reserves had been utilized.

Vivendi Universals withdrawal from its
non-core businesses, primarily construction and real estate, has
been an ongoing process over the past few years. All of the
restructuring reserves related to non-core businesses consist of
severance and employee termination costs related to headcount
reductions. During 1996, 1997 and 1998, employee termination
reserves totaling
174 million
were recorded in connection with the termination of
5,611 employees in construction operations (936 management
employees and 4,675 construction employees) and reserves of
11 million
were recorded in connection with real estate operations. During
the same period,
132 million
of the reserves for construction operations were utilized and
4,263 employees were terminated (801 management employees
and 3,462 construction employees). The remaining
1,348 employees, for whom there was a reserve of
42 million
at December 31, 1998, were terminated in 1999. Utilization
of the real estate operations reserve was
1 million
during the period, leaving a balance of
10 million
at December 31, 1998.

During 1999, as a result of a general decline in
the demand for construction in markets serviced by its German
subsidiaries, Vivendi Universal established a new restructuring
plan. Additionally, Vivendi Universal implemented restructuring
plans in its civil engineering entities to adapt them to new
technology, including digital technology related to electrical
contracting. These plans resulted in the accrual of a
44 million
reserve in connection with the termination of
1,460 employees in construction operations (277 management
employees and 1,183 workers), of which
9 million
was utilized during the year and 288 employees terminated (49
management employees and 239 construction employees). Also
during 1999, additional reserves of
6 million
were recorded for real estate operations,
6 million
were utilized and a reduction of
2 million
was recorded due to changes in the scope of consolidation.

During 2000, the employee termination reserves
related to non-core construction and real estate businesses were
reduced to
1 million
primarily due to the disposal of Vinci. These were utilized in
2001.

Environmental
ServicesOver the past few years, our
Environmental Services business has engaged in several plans to
restructure its activities, particularly to rationalize its
regional organization. The
13 million
employee termination reserve at December 31, 1998,
primarily related to a restructuring plan, implemented during
1997, to rationalize the energy division formed through the
merger of Compagnie Générale de Chauffe and
EsysMontenay. This plan resulted in a workforce reduction of
1,271 employees, approximately 10% of which were executives and
was completed in 2000. The
25 million
other restructuring reserve at December 31, 1998, primarily
comprised of lease termination costs and other costs to exit
facilities related to a three-year restructuring plan associated
with the water businesses in France. This plan, also implemented
during 1997, resulted in the closure of approximately 20
regional agencies and 200 local units and was completed in 2000.

Concurrently with the acquisition of US Filter in
April 1999, our Environmental Services business designed and
implemented a restructuring plan to streamline its manufacturing
and production base, redesign its distribution network, improve
its efficiency and enhance its competitiveness. The
restructuring plan focused on two primary activities:
(i) the combination of certain US Filter operating groups
outside the United States with OTV and (ii) the combination
and restructuring of the remaining US Filter entities, primarily
in North America, with the operations of PSG , a subsidiary of
Aqua Alliance. These restructuring plans identified certain
manufacturing facilities, distribution sites, sales and
administration offices and related assets that became redundant
or non-strategic upon consummation of the transaction. The
original costs associated with these plans totaled
109 million.
Of the total,
63 million
related to the combination with OTV, consisting of
45 million
in severance and employee termination costs and
18 million
in facility exit costs. The remaining
46 million
related to the North American combination, consisting of
9 million
in severance and employee termination costs and
37 million
in facility exit costs. Facility exit costs include lease
termination costs, relocation costs and other exit costs. These
costs are reflected in Changes in scope of consolidation
and purchase accounting adjustments in 1999 and were
included in the purchase price allocation for US Filter.

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The combination of US Filter International with
OTV, to create Vivendi Water Systems, was achieved through
several restructuring plans, the most significant of which was
in Benelux. This plan involved the closure or sale of three
facilities and the significant down-sizing of a fourth and will
result in the severance of 221 employees (including 23 executive
employees) for a total amount of
29 million.
This plan is expected to extend until the beginning of 2002 due
to significant legal constraints requiring long termination
periods. No employee had been terminated as of December 31,
2000. During 2001, 17 employees (including 8 executives) were
terminated for a total cost of approximately
13 million.
Facility exit costs associated with this plan originally
amounted to
2 million,
however, additional reserves of
7 million
were recorded in 2000 as adjustments to the cost of US Filter
International. They are reflected in Changes in scope of
consolidation and purchase accounting adjustments and had
no impact on net income for the period. During 2001,
1 million
of these reserves were utilized.

Plans related to the other locations involved
severance costs of
16 million
in connection with the termination of approximately 147
employees and
16 million
in facility exit costs. During 1999, employee termination costs
of
10 million
were utilized in the termination of 81 employees and facility
exit costs of
10 million
were utilized. During 2000, employee termination costs of
4 million
were utilized in the termination of 36 employees and the
remaining
6 million
of facility exit costs were also utilized. The remaining
employees termination reserve of
3 million
was utilized in 2001 with the termination of 5 senior executives
included in a total of approximately 30 terminated employees.

In the North American restructuring plan, the
9 million
in severance and employee termination costs related to a
reduction in the combined workforce of 443 employees (66
management employees, 111 administrative employees, 234
manufacturing employees and 32 sales employees). The
37 million
of facility exit costs, consisted of lease termination costs of
20 million
and other related charges of
17 million
(primarily pension termination accruals). The restructuring plan
involved the closure of four manufacturing facilities in US
Filters water and wastewater group. Within US
Filters consumer group, the plan identified the closure of
one manufacturing facility, one distribution facility and
numerous company-owned dealerships. In addition, the plan
identified two additional manufacturing sites and several
distribution centers for the remaining US Filter operating
groups. During 1999,
12 million
of reserves were utilized, including
2 million
in severance payments in connection with the termination of
approximately 141 employees. Also in 1999,
13 million
of preexisting PSG accruals were added to the North American
restructuring plan. They are reflected in Additions
charged to income as they were recorded by PSG in their
1999 statement of income. To complete the North American
restructuring plan, additional reserves of
11 million,
including
4 million
of lease termination costs and
7 million
of other related charges, were recorded in 2000 as adjustments
to the cost of US Filter International. They are reflected in
Changes in scope of consolidation and purchase accounting
adjustments and had no impact on net income for the
period. All additions through Changes in scope of
consolidation and purchase accounting adjustments in 2000
result from the revision of the calculation of liabilities
recorded as of December 31, 1999, which was performed in
the first quarter of 2000. No new actions were identified that
would result in additional liabilities. During 2000,
17 million
of reserves were utilized, including
6 million
in severance payments in connection with the termination of
approximately 250 employees, leaving
41 million
unutilized at December 31, 2000. In 2001,
23 million
of reserves were utilized, including the remaining
1 million
in severance payments in connection with the termination of
52 employees. As of December 31, 2001,
18 million
of the original reserves remained, consisting primarily of lease
terminations with extended payment terms and pension termination
benefits that will be paid to participants upon settlement of
the related plans. Additionally, due to the continued decline in
North America, US Filter initiated a new restructuring program
in 2001 to reduce headcount and consolidate its manufacturing
capacity. Under this program, restructuring reserves of
18 million
were established in connection with the termination of 696
employees, including 264 professionals. During 2001,
4 million
of the reserves were utilized and 142 employees were terminated.
Five surface preparation regional headquarters have been
combined into two service centers and five manufactory
facilities and an after-market facility have been closed. Also
in response to the business conditions certain regeneration
plants were identified for closure and the company exited the
copper etchant recovery business. At December 31, 2001,
14 million
of the new reserves remained unutilized.

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In connection with the acquisitions of Apa Nova
Bucuresti and the ex-services division of EDF in 2001,
restructuring reserves were established through purchase
accounting and were reflected as Changes in scope of
consolidation and purchase accounting adjustments. As part
of the integration of Apa Nova Bucuresti, a restructuring plan
was implemented to terminate approximately 1,700 employees, of
which 85 were professionals. Employee termination reserves of
19 million
were established, primarily related to severance, of which
12 million
was utilized in connection with the termination of 1,200
employees in 2001. As part of the integration of the ex-services
division of EDF with their existing operations, Dalkia
implemented a restructuring plan to terminate 80 employees, of
which 42 were professionals. Employee termination reserves of
approximately
5 million
were established, none of which was unutilized in 2001.

In addition to these plans related to acquired
companies, our Environmental Services business implemented less
significant restructuring measures in its historical
subsidiaries. In 2001, Onyx, as part of a program to reduce
their overhead costs, implemented a reorganization of their IT
(information technology) services. Restructuring reserves of
approximately
7 million
were established, including
1 million
in severance payments, none of which was utilized in 2001. In
1999, an
11 million
reserve, consisting of
6 million
in connection with the closing of Aqua Alliances
headquarters and
5 million
in connection with the consolidation of facilities in
subsidiaries of OTV was recorded. The reserve, which was related
to lease terminations and asset disposals, was utilized in 2000.

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EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|1.1     |  | Vivendi Universal Restated Corporate statuts(organizational document) (English translation).                                                                                                                                                                                                                                                                                                                                                                                           
|2.1     |  | Deposit Agreement dated as of April 19,
    1995, as amended and restated as of September 11, 2000, and
    as further amended and restated as of December 8, 2000,
    among Vivendi Universal, S.A., The Bank of New York, as
    Depositary, and all the Owners and Beneficial Owners from time
    to time of American Depositary Shares issued thereunder
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form 8-A dated December 29, 2000).
|2.2     |  | Vivendi Universal agrees to furnish to the
    Commission on request a copy of any instrument defining the
    rights of holders of long-term debt of Vivendi Universal and of
    any subsidiary for which consolidated or unconsolidated
    financial statements are required to be filed.                                                                                                                                                                                          
|4.1     |  | Merger Agreement, dated as of June 19, 2000,
    by and among Vivendi S.A., Canal Plus S.A., Sofiée S.A.,
    3744531 Canada Inc. and The Seagram Company Ltd. (incorporated
    by reference to the Vivendi Universal Registration Statement on
    Form F-4 dated October 30, 2000).                                                                                                                                                                                                 
|4.2     |  | Shareholder Governance Agreement, dated as of
    June 19, 2000, by and among Vivendi S.A., Sofiée S.A.
    and certain shareholders of The Seagram Company Ltd.
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form F-4 dated October 30, 2000).                                                                                                                                                                                               
|4.3     |  | Stock and Asset Purchase Agreement, dated as of
    December 19, 2000, among Vivendi Universal S.A., Pernod
    Ricard S.A. and Diageo plc (incorporated by reference to the
    Vivendi Universal Registration Statement on Form F-4 dated
    February 5, 2001).                                                                                                                                                                                                                     
|4.4     |  | Transaction Agreement, dated as of
    December 16, 2001, by and among Vivendi Universal, S.A.,
    Universal Studios, Inc., USA Networks, Inc., USANi LLC and
    Liberty Media Corporation (incorporated by reference to the
    Vivendi Universal Report of Foreign Private Issuer on
    Form 6-K dated December 19, 2001).                                                                                                                                                        
|8.1     |  | Subsidiaries of Vivendi Universal,
    S.A.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.1    |  | Indenture among Joseph E. Seagram & Sons,
    Inc., as issuer, The Seagram Company Ltd., as guarantor, and The
    Bank of New York, as Trustee dated September 15, 1991
    (incorporated by reference to the Seagram Current Report on
    Form 8-K dated November 8, 1991, as amended (file
    number 001-02275)).                                                                                                                                                                 
|10.2    |  | Form of First Supplemental Indenture among Joseph
    E. Seagram & Sons, Inc., The Seagram Company Ltd. and The
    Bank of New York, as Trustee, dated as of June 21, 1999
    (incorporated by reference to Amendment No. 2 to the
    Seagram Registration Statement on Form S-3/A dated
    June 10, 1999).                                                                                                                                                                        
|10.3    |  | Second Supplemental Indenture among Joseph E.
    Seagram & Sons, Inc., The Seagram Company Ltd. and The Bank
    of New York, as Trustee, dated as of November 15, 1999
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form F-4 dated February 5, 2001).                                                                                                                                                                                       
|10.4    |  | Third Supplemental Indenture among Joseph E.
    Seagram & Sons, Inc., The Seagram Company Ltd. and The Bank
    of New York, as Trustee, dated as of January 5, 2001
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form F-4 dated February 5, 2001).                                                                                                                                                                                          
|10.5    |  | Form of Fourth Supplemental Indenture, dated as
    of March 7, 2001, among Joseph E. Seagram & Sons, Inc.,
    The Seagram Company Ltd. and The Bank of New York, as Trustee
    (incorporated by reference to the Vivendi Universal Registration
    Statement on Form F-4 dated February 5, 2001).                                                                                                                                                                                  
|10.6    |  | Form of Purchase Contract Agreement between The
    Seagram Company Ltd. and The Bank of New York, as purchase
    contract agent, dated as of June 21, 1999 (incorporated by
    reference to Amendment No. 2 to the Seagram Registration
    Statement on Form S-3/A dated June 10, 1999).                                                                                                                                                                                           
|10.7    |  | Supplemental Agreement to the Purchase Contract
    Agreement entered into by Vivendi Universal, S.A. dated
    December 8, 2000 (incorporated by reference to the Vivendi
    Universal Registration Statement on Form F-4 dated
    February 5, 2001).                                                                                                                                                                                                                               



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|        |  |                                                                                                                                                                                                                                                                                        
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                        
|10.8    |  | Form of Supplemental Agreement to the Purchase
    Contract Agreement between The Seagram Company Ltd. and The Bank
    of New York, as purchase contract agent (incorporated by
    reference to the Vivendi Universal Registration Statement on
    Form F-4 dated February 5, 2001).
|99.1    |  | Letter from Vivendi Universal to the Securities
    and Exchange Commission pursuant to Temporary Note 3T.