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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 11-K
(Mark One)
/X/ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the year ended December 31, 2000 Commission file number 1-9553
OR
/ / Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
VIACOM INVESTMENT PLAN
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(Full title of the plan)
VIACOM INC.
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(Name of issuer of the securities held pursuant to the plan)
1515 Broadway
New York, New York 10036
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(Address of principal executive offices)
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VIACOM INVESTMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2000
INDEX
-----
Pages
-----
(a) Financial Statements:
Report of Independent Accountants....................................... 1
Statements of net assets available for benefits
at December 31, 2000 and December 31, 1999.......................... 2
Statement of changes in net assets available for benefits for the year
ended December 31, 2000............................................. 3
Notes to financial statements........................................... 4 - 13
Schedule
--------
Supplemental Schedule:
Schedule of assets held at end of year........................... I
All other schedules are omitted as not applicable or not required.
(b) Exhibit:
I - Consent of Independent Accountants
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
persons who administer the Plan have duly caused this annual report to be signed
on its behalf by the undersigned, hereunto duly authorized.
VIACOM INVESTMENT PLAN
Date: June 22, 2001 By: /s/ Barbara Mickowski
--------------------------------
Barbara Mickowski
Member of the Retirement Committee
Report of Independent Accountants
To the Participants and
Administrator of the
Viacom Investment Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Viacom Investment Plan (the "Plan") at December 31, 2000 and 1999, and
the changes in net assets available for benefits for the year ended December 31,
2000, in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audits 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, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
accompanying index is presented for the purpose of additional analysis and is
not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
New York, New York
June 22, 2001
1
VIACOM INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
At December 31,
---------------------------
Assets 2000 1999
------ ---- ----
Investments, at fair value:
Registered investment companies ................................. $331,992,041 $378,969,859
Viacom Inc. Common Stock ........................................ 233,860,317 297,294,586
Loans to participants ........................................... 12,187,902 11,896,270
Preferred Stock ................................................. 239,644 715,404
Investments, at contract value:
Plan's interest in Master Trust ................................. 51,546,803 50,888,504
------------ ------------
Total investments ....................................... 629,826,707 739,764,623
Cash and cash equivalents .......................................... 527 26,724
Receivables:
Investment income .............................................. 33,094 28,444
Contributions:
Employee ..................................................... 842,954 742,453
Employer ..................................................... 260,416 244,632
------------ ------------
Total Assets ....................................................... 630,963,698 740,806,876
Liabilities
-----------
Accrued expenses ................................................... 16,807 -
------------ ------------
Net assets available for benefits .................................. $630,946,891 $740,806,876
============ ============
The accompanying notes are an integral part of these financial statements.
2
VIACOM INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended
December 31, 2000
-----------------
Additions to net assets attributed to:
Contributions:
Employee............................................. $ 37,241,682
Employer............................................. 10,848,024
Rollover ............................................ 3,159,072
Investment income........................................ 22,866,858
Plan's interest in Master Trust investment income........ 3,207,883
--------------
Total additions...................................... 77,323,519
--------------
Deductions to net assets attributed to:
Participants benefits paid............................... (45,475,381)
Plan expenses............................................ (247,806)
Net depreciation in fair value of investments............ (138,162,926)
---------------
Total deductions..................................... (183,886,113)
---------------
Net decrease................................................ (106,562,594)
Transfer to MTVi Investment Plan......................... (2,950,840)
Transfer to other plans.................................. (346,551)
Net assets available for benefits, beginning of year........ 740,806,876
--------------
Net assets available for benefits, end of year.............. $ 630,946,891
==============
The accompanying notes are an integral part of these financial statements.
3
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
The following is a brief description of the Viacom Investment Plan (the "Plan")
and is provided for general information only. Participants should refer to the
Plan document for more complete information regarding the Plan.
The Plan is a defined contribution plan offered on a voluntary basis to
substantially all employees of Viacom International Inc. (the "Company"), a
wholly owned subsidiary of Viacom Inc.
Eligible employees may become participants in the Plan following the attainment
of age 21 and completion of twelve months of employment service, generally
measured from date of hire. Effective January 1, 2001, the service requirement
for full time employees was eliminated. In addition, part-time employees are
eligible to participate in the Plan upon completion of one thousand hours of
service within a consecutive twelve-month period. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and is administered by a committee appointed by the board of
directors of Viacom Inc.
Effective April 1, 2000, the net investments of participants who were employees
of the MTVi Group, L.P. ("MTVi"), a limited partnership in which the Company
owns a majority interest, were transferred to the MTVi Investment Plan, a
defined contribution 401(k) plan sponsored by MTVi.
Investment and participant accounts
-----------------------------------
Putnam Fiduciary Trust Company (the "Trustee") is the trustee and custodian of
Plan assets. Certain Plan investments are shares of funds managed by the Trustee
and therefore qualify as party-in-interest transactions. Current employer
matching contributions are invested entirely in Viacom Inc. Class B Common
Stock.
Plan participants have the option of investing their contributions or existing
account balances among the following funds:
4
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Growth
------
Capital Guardian Emerging Markets Equity Fund
Europacific Growth Fund
Miller, Anderson & Sherrerd, LLP (MAS) Small Cap Value Fund
Morgan Stanley Dean Witter (MSDW) Institutional Fund Technology Portfolio
Morgan Stanley Dean Witter (MSDW) Institutional Fund U.S. Real Estate
Portfolio
Putnam International Voyager Fund
Putnam Investors Fund
Putnam S&P 500 Index Fund
Putnam Voyager Fund
Trust Company of the West (TCW) Galileo Small Cap Growth Fund
Viacom Inc. Common Stock Fund
Growth and Income
-----------------
George Putnam Fund of Boston
Putnam Fund for Growth and Income
Vanguard Lifestrategy Growth Fund
Vanguard Lifestrategy Income Fund
Vanguard Lifestrategy Moderate Growth Fund
Fixed Income
------------
Mellon Bank Daily Liquidity Aggregate Bond Index Fund
Pacific Investment Management Company (PIMCO) High Yield Fund
Capital Preservation
--------------------
Certus Interest Income Fund
Effective January 1, 1994, the Company and certain affiliated companies entered
into a master trust agreement (the "Master Trust") with the Trustee to combine
certain investments of the Plan, affiliated companies' plans, and, effective
October 1, 1995, a separate Collective Bargaining Plan (the "CBP"). The Master
Trust currently holds assets for the Plan, affiliated companies' plans and the
CBP. The Master Trust assets are managed by Certus. However, the Trustee
records the activity of each plan separately in order to distinguish the
specific assets available to each plan. Net investment assets and net investment
earnings on the investments of the Master Trust are allocated daily to the plans
participating in the Master Trust. Such allocation is based on the ratio of net
investment assets of each of the participating plans to total net investment at
the time the Master Trust was formed, adjusted for any contributions or
disbursements attributable to specific participating plans. Note 7 sets forth
the Plan's proportionate interest in the Master Trust and certain financial
information of the Master Trust.
5
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Contributions
-------------
The Plan permits participants to contribute up to 15% of annual compensation on
a before-tax, after-tax or combination basis, subject to the Internal Revenue
Code ("IRC") limitations set forth below. The employer's matching contribution
is equal to (i) 50% of the first 6% of annual compensation that is contributed
on a before-tax basis if base pay is $65,000 or less or (ii) 50% of the first 5%
of annual compensation contributed on a before-tax basis if base pay is greater
than $65,000.
A new employee is permitted to rollover into the Plan part or all of
distributions from an individual retirement account, individual retirement
annuity or another qualified plan.
The IRC limits the amount of annual participant contributions that can be made
on a before-tax basis; the limit was $10,500 and $10,000 for 2000 and 1999,
respectively. Total compensation considered under the Plan, based on IRC limits,
may not exceed $170,000 and $160,000 for 2000 and 1999, respectively. The IRC
also contains an annual limit on aggregate participant and employer
contributions to defined contribution plans equal to the lesser of $30,000 or
25% of compensation. All contributions made to the Plan on an annual basis may
be further limited due to certain non-discrimination tests prescribed by the
IRC.
Vesting
-------
Participants in the Plan are immediately vested in their own contributions and
earnings thereon. Employer matching contributions will vest at 20% per year of
service, becoming fully vested after five years of service. If participants
terminate employment prior to being vested in their employer matching
contributions and receive a distribution of the vested portion of their account,
the non-vested portion of their account is forfeited and used to pay
administrative expenses and to fund future employer matching contributions.
During the year ended December 31, 2000, employer matching contributions of
$593,431 were forfeited by terminating employees and were used as noted above.
Loans to Participants
---------------------
The Loan Fund is a separate fund established solely for the purpose of
administering loans to participants. Participants are eligible to receive loans
based on their account balances. The maximum loan available to a participant is
the lesser of 50% of the participant's vested account balance or $50,000,
reduced by the highest outstanding balance of any Plan loan made to the
participant during the twelve-month period ending on the day before the loan is
made. The minimum loan available to a participant is $500. The interest rate on
participant loans is established on the first day of the calendar quarter at a
rate of 1% above the annual prime commercial rate and only one loan may be
outstanding at one time. Participants may elect repayment periods from twelve to
sixty months through payroll deductions commencing as soon as administratively
possible following the distribution of the loan. The Plan allows participants to
elect a repayment term of up to 300 months for loans used for the acquisition of
a principal residence. Transfers of participant balances for loan disbursements
and repayments of loan principal and interest to the Loan Fund are specifically
identified in the respective participants' accounts and allocated in accordance
with their current investment elections.
6
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Distributions and Withdrawals
-----------------------------
Earnings on both employee and employer contributions are not subject to income
tax until they are distributed or withdrawn from the Plan.
Participants in the Plan, or their beneficiaries, may receive their vested
account balances, in a lump sum or in installments over a period of up to 20
years, in the event of retirement, termination of employment, disability or
death. Participants must receive a required minimum distribution upon attainment
of age 70 1/2 unless they are still employed.
Participants who have been in the Plan or affiliated plans at least five years
may elect to withdraw up to 100% of their employer matching contribution account
and earnings thereon, while those who have participated less than five years are
limited to withdrawing vested employer matching contributions made at least two
years prior to the withdrawal, including earnings thereon. In addition,
participants in the Plan may receive part or all of their after-tax and rollover
contributions. Upon attainment of age 59 1/2, participants may withdraw all or
part of their before-tax contributions and earnings thereon. All of the above
withdrawal elections are subject to a provision that a participant can make only
one such request during each calendar year.
A participant may obtain a hardship withdrawal of the vested portion of employer
matching contributions and before-tax contributions provided that the
requirements for hardship are met. There is no restriction on the number of
hardship withdrawals permitted.
Termination Priorities
----------------------
Although the Company anticipates that the Plan will continue indefinitely, it
reserves the right by action of its board of directors to amend or terminate the
Plan provided that such action does not retroactively reduce earned participant
benefits.
In the event that the Plan is terminated, subject to conditions set forth in
ERISA, the Plan provides that the net assets of the Plan be distributed to
participants in proportion to their respective vested interests in such net
assets at that date.
Plan Expenses
-------------
The Company pays for expenses incurred in connection with the administration of
the Plan and the investment of Plan assets, to the extent not covered by
forfeitures.
7
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
-------------------
The accrual method of accounting is used for financial statement presentation.
Investment Valuation and Income Recognition
-------------------------------------------
Short-term money market obligations are carried at cost which approximates fair
value due to the short-term maturity of these investments.
Viacom Inc. Class A Common Stock and Class B Common Stock are reported at fair
value based on the quoted market price of the stock on the New York Stock
Exchange. Investments with registered investment companies are reported at fair
value based upon the market value of the underlying securities as priced by
national security exchanges. Guaranteed investment income contracts and
synthetic investment contracts held by the Master Trust are reported at contract
value, which represents the aggregate amount of deposits thereto, plus interest
at the contract rate, less withdrawals. Participant loans consist of the
outstanding principal of loans to Plan participants at December 31, 2000 and
1999. The loans outstanding as of December 31, 2000 and 1999 carry interest
rates ranging from 7.0% to 12.5%. Cash and cash equivalents are valued at cost
plus accrued interest, which approximates market value. Interest income is
accrued as earned and dividend income is recorded on the ex-dividend date.
Security Transactions
---------------------
Purchases and sales of securities are recorded on the trade date. The historical
average cost basis is used to determine gains or losses on security
dispositions.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Payment of Benefits
-------------------
Benefits are recorded when paid.
8
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Plan to make estimates and assumptions, such
as those regarding fair value, that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of changes in net assets
available for benefits during the reporting period. Actual results could differ
from those estimates.
Risks and Uncertainties
-----------------------
The Plan provides for various investment options. Investment securities are
exposed to various risks such as interest rate, market and credit. Due to the
level of risk associated with certain investment securities and the level of
uncertainty related to changes in the value of such securities, it is at least
reasonably possible that changes in risks in the near term could materially
affect participants' account balances and the amounts reported in the statements
of net assets available for benefits and the related statement of changes in net
assets available for benefits.
NOTE 3 - INVESTMENTS
Individual investments that represent greater than 5% of net assets available
for benefits are identified below:
At December 31,
-------------------------------------------------------------------
2000 1999
---- ----
Units Net Assets Units Net Assets
----- ---------- ----- ----------
Viacom Inc. Class B Common Stock..................... 4,718,975 $220,612,099 4,614,403 $278,883,006
Putnam Voyager Fund.................................. 5,275,177 126,129,473 5,027,427 158,866,704
Putnam Investors Fund................................ 3,806,374 58,884,601 4,030,037 77,578,210
Putnam Fund for Growth and Income.................... 2,688,978 52,596,411 3,062,011 57,473,953
Plan's interest in Master Trust...................... 51,546,803 51,546,803 50,888,504 50,888,504
9
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
During the year ended December 31, 2000 the Plan's investments (including
investments bought, sold and held during the year) appreciated (depreciated) as
follows:
Registered Investment Companies:
Capital Guardian Emerging Markets Equity Fund ........................ $ (244,685)
Europacific Growth Fund .............................................. (8,849,853)
MAS Small Cap Value Fund ............................................. (184,424)
Morgan Stanley Dean Witter Institutional Fund Technology Portfolio ... (6,224,597)
Morgan Stanley Dean Witter Institutional Fund US Real Estate Portfolio 52,560
Putnam Income Fund ................................................... (79,768)
Putnam International Voyager Fund .................................... (1,000,232)
Putnam Investors Fund ................................................ (14,499,178)
Putnam S&P 500 Index Fund ............................................ (1,781,331)
Putnam Vista Fund .................................................... (961,867)
Putnam Voyager Fund .................................................. (37,410,361)
TCW Galileo Small Cap Growth Fund .................................... (2,094,233)
George Putnam Fund of Boston ......................................... 711,178
Putnam Fund for Growth and Income .................................... 1,643,625
Vanguard Lifestrategy Growth Fund .................................... (83,397)
Vanguard Lifestrategy Income Fund .................................... 1,658
Vanguard Lifestrategy Moderate Growth Fund ........................... (27,198)
Mellon Bank Daily Liquidity Aggregate Bond Fund ...................... 1,035,321
Pimco High Yield Fund ................................................ (16,975)
Putnam U.S. Government Income Trust .................................. 38,500
-------------
(69,975,257)
Viacom Inc. Common Stock .................................................. (67,713,608)
Preferred Stock ........................................................... (474,061)
-------------
Net depreciation ................................................. $(138,162,926)
=============
10
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - NONPARTICIPANT-DIRECTED INVESTMENTS
Current employer matching contributions are invested entirely in Viacom Inc.
Class B Common Stock.
Information about the net assets and the significant components of the changes
in net assets relating to nonparticipant-directed investments are as follows:
At December 31,
---------------
2000 1999
---- ----
Net Assets:
Viacom Inc. Class A Common Stock ............................. $ 13,248,175 $ 18,411,491
Viacom Inc. Class B Common Stock ............................. $164,025,145 $214,291,880
Preferred Stock .............................................. $ 202,242 $ 603,129
Year Ended
December 31, 2000
-----------------
Changes in Net Assets:
Contributions........................................................ $ 10,848,024
Net depreciation..................................................... (51,761,408)
Benefits paid to participants........................................ (14,055,920)
Transfers to other plans............................................. (707,133)
Other................................................................ (154,501)
---------------------
Net change........................................................... $ (55,830,938)
=====================
NOTE 5 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
At December 31,
------------------------------
2000 1999
---- ----
Net assets available for benefits per the financial statements ........... $ 630,946,891 $ 740,806,876
Amounts allocated to withdrawing participants ............................ (662,054) (691,207)
------------- -------------
Net assets available for benefits per the Form 5500 ...................... $ 630,284,837 $ 740,115,669
============= =============
11
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 2000:
Benefits paid to participants per the financial statements............. $ 45,475,381
Add: Amounts allocated to withdrawing participants
at December 31, 2000................................................ 662,054
Less: Amounts allocated to withdrawing participants
at December 31, 1999................................................ (691,207)
-----------------
Benefits paid to participants per the Form 5500........................ $ 45,446,228
=================
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but are not paid as of that date.
NOTE 6 - INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated January 22, 1998, that the Plan is exempt from federal income taxes under
the provisions of Section 501(a) of the IRC. The Plan has been amended since
receipt of the determination letter. However, the Company and the Company's tax
counsel believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
NOTE 7 - INVESTMENT IN MASTER TRUST
The value of the Plan's interest in the total investments of the Master Trust
was 93.8% at December 31, 2000 and 93.9% at December 31, 1999, and the allocated
share of investment income was 94.0% for the year ended December 31, 2000.
The following table presents the investments of the Master Trust:
At December 31,
--------------------------------------
2000 1999
---- ----
Certus Interest Income Fund:
Guaranteed investment contracts...................................... $ 16,563,962 $ 15,219,417
Synthetic investment contracts....................................... 35,832,613 34,465,185
Putnam short-term investment fund.................................... 2,576,896 4,500,050
--------------- ---------------
Net Investments in Master Trust................................ $ 54,973,471 $ 54,184,652
=============== ===============
12
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Investment income of the Master Trust is as follows:
Year ended December 31, 2000
----------------------------
Certus Interest Income Fund:
Guaranteed investment contracts ............................... $ 1,038,371
Synthetic investment contracts ................................ 2,173,803
Putnam short-term investment fund ............................. 258,728
Investment manager fees ....................................... (57,083)
-----------
Net Investment Income ...................................... $ 3,413,819
===========
The guaranteed investment contracts and synthetic investment contracts are fully
benefit-responsive and are therefore presented in the financial statements at
contract value. The Company does not expect any employer initiated events that
may cause premature liquidation of a contract at market value. At December 31,
2000 and 1999, the fair value of the investments in the Master Trust in the
aggregate was $55,572,187 and $53,172,193 respectively, with an average yield of
6.61% and 6.31% for the respective years then ended. The return on assets for
the year ended December 31, 2000 and 1999 was 6.50% and 6.35%, respectively. The
synthetic investment contract interest rates are evaluated on a quarterly basis
and may be reset when the expected cash flow characteristics of an underlying
security change.
13
SCHEDULE I
VIACOM INVESTMENT PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2000
-----------------
Unit/ Principal
Amount/Shares/
Maturity and Current
Identity of issue, borrowing lessor or similar party Interest Rates Cost Value
---------------------------------------------------- -------------- ---- -----
Registered Investment Companies:
Capital Guardian Emerging Markets Equity Fund................ 73,113 $ 728,934 $ 500,824
Europacific Growth Fund...................................... 852,940 25,971,960 26,739,674
MAS Small Cap Value Portfolio................................ 60,202 1,308,781 1,143,847
Morgan Stanley Dean Witter Institutional Fund
Technology Portfolio....................................... 309,370 13,741,839 7,987,945
Morgan Stanley Dean Witter Institutional Fund US
Real Estate Portfolio...................................... 59,872 815,242 865,156
* Putnam International Voyager Fund............................ 138,709 3,968,571 3,134,814
* Putnam Investors Fund........................................ 3,806,374 50,856,138 58,884,601
* Putnam Money Market Trust.................................... 495,646 495,646 495,646
* Putnam S&P 500 Index Fund.................................... 506,908 14,801,938 16,058,831
* Putnam Vista Fund............................................ 277,982 3,705,663 3,716,618
* Putnam Voyager Fund.......................................... 5,275,177 119,810,689 126,129,473
TCW Galileo Small Cap Growth Fund............................ 97,492 4,492,787 2,670,296
* George Putnam Fund of Boston................................. 857,056 15,574,749 14,749,930
* Putnam Fund for Growth and Income............................ 2,688,978 55,747,289 52,596,411
Vanguard Lifestrategy Growth Fund............................ 58,376 1,226,323 1,143,591
Vanguard Lifestrategy Income Fund............................ 33,216 430,545 431,813
Vanguard Lifestrategy Moderate Growth Fund................... 36,234 652,420 624,666
Mellon Bank Daily Liquidity Aggregate Bond Fund.............. 117,061 11,746,583 12,737,677
Pimco High Yield Fund........................................ 28,708 295,165 278,755
* Putnam U.S. Government Income Trust.......................... 86,187 1,110,961 1,101,473
* Viacom Inc. Class A Common Stock............................... 281,877 4,221,700 13,248,218
* Viacom Inc. Class B Common Stock............................... 4,718,975 117,560,288 220,612,099
Preferred Stock................................................ 2,209 212,334 239,644
Plan's interest in Master Trust:
Certus Interest Income Fund................................. 51,546,803 51,546,803 51,546,803
* Loans to participants.......................................... Various maturities 12,187,902
and interest rates ---------------
ranging from 7.0% to 12.0%
Total investments................. $ 629,826,707
===============
* Identified as a party-in-interest to the Plan.
S-1