<PAGE>
================================================================================
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 Y
EAR ENDED DECEMBER 31, 1997 COMMISSION FILE NUMBER 1-9553
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
VIACOM INVESTMENT PLAN
-----------------------------------------
(Full title of the plan)
VIACOM INC.
-----------------------------------------
(Name of issuer of the securities held pursuant to the plan)
1515 BROADWAY
NEW YORK, NEW YORK 10036
-----------------------------------------
(Address of principal executive offices)
================================================================================
<PAGE>
VIACOM INVESTMENT PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 1997
INDEX
PAGES
(a) Financial Statements:
Report of Independent Accountants................................... 1
Statement of net assets available for benefits, with fund
information at December 31, 1997................................ 2-3
Statement of net assets available for benefits, with fund
information at December 31, 1996................................ 4-5
Statement of changes in net assets available for benefits, with
fund information for the year ended December 31, 1997........... 6-7
Statement of changes in net assets available for benefits, with
fund information for the year ended December 31, 1996........... 8-9
Notes to financial statements.......................................10-19
SCHEDULES
Additional information:
Item 27a - Schedule of assets held for investment purposes
at December 31, 1997................................. I
Item 27d - Schedule of reportable transactions
for the year ended December 31, 1997................. II
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 26, 1998 By: /s/ Barbara Mickowski
--------------------------------
Barbara Mickowski
Member of the Retirement Committee
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and
Administrator of the
Viacom Investment Plan
In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the net assets available for benefits
of the Viacom Investment Plan (the "Plan") at December 31, 1997 and 1996, and
the changes in net assets available for benefits for the years then ended, in
conformity with generally accepted accounting principles. 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 generally accepted
auditing standards which 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, 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 the opinion expressed above.
As discussed in Note 1 to the financial statements, effective January 1, 1997,
the Savings and Investment Plan for Employees of PVI Transmission and Paramount
Distribution Inc. merged with and into the Plan. Effective January 1, 1996, the
Paramount Communication Inc. Employees' Savings Plan, Prentice Hall Computer
Publishing Division Retirement Plan and Blockbuster Entertainment Retirement and
Savings Plan were merged with and into the Plan.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedule I and Schedule II as listed in the accompanying index is presented for
purposes of additional analysis and is not a required part of the basic
financial statements but is additional information required by the Employee
Retirement Income Security Act of 1974. The Fund Information in the statement of
net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for benefits of each fund. Schedule I and Schedule II and the
Fund Information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
PRICE WATERHOUSE LLP
New York, New York
June 26, 1998
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
(CONTINUED ON PAGE 3)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------
Putnam Certus Putnam
Putnam Putnam Putnam Fund U.S. Gov't Interest Money
Voyager Vista for Growth & Income Income Market Europacific
Fund Fund Income Trust Fund Fund Growth Fund
---- ---- ------- ----- ---- ---- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Registered investment companies..... $ 123,864,587 $ 3,598,512 $86,556,539 $ 1,392,901 $ 420,028 $27,128,767
Viacom Inc. common stock............
Investments in other................
Loans to participants...............
Investments, at contract value:
Plan's interest in Master Trust..... $88,386,734
------------- ----------- ------------ ----------- ------------ -- -------- ----------
Total investments........... 123,864,587 3,598,512 86,556,539 1,392,901 88,386,734 420,028 27,128,767
Cash and cash equivalents..............
Receivables:
Investment income..................
Contributions:
Employer ........................
Employee ........................ 329,028 196,148 93,187 108,548
------------- ----------- ------------ ----------- ------------ ----------- ------------
Net assets available for benefits...... $ 124,193,615 $ 3,598,512 $ 86,752,687 $ 1,392,901 $ 88,479,921 $ 420,028 $ 27,237,315
============= =========== ============ =========== ============ =========== ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
(CONTINUED)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
------------------------------------------------------------------
Putnam Putnam Putnam Viacom Inc.
George Putnam Investors S&P 500 Income Common Stock
Fund of Boston Fund Index Fund Fund Fund
-------------- ---- ---------- ---- ----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Registered investment companies.. $29,379,679 $67,246,352 $7,531,954 $26,727,666
Viacom Inc. common stock......... $ 36,968,097
Investments in other............. 277,540
Loans to participants............
Investments, at contract value:
Plan's interest in Master Trust..
----------- ----------- ----------- ----------- ------------
Total investments....... 29,379,679 67,246,352 7,531,954 26,727,666 37,245,637
----------- ----------- ----------- ----------- ------------
Cash and cash equivalents.......... 73,882
Receivables:
Investment income..............
Contributions:
Employer ....................
Employee .................... 65,052 179,470 44,056 54,570 110,470
----------- ----------- ---------- ----------- ------------
Net assets available for benefits.. $29,444,731 $67,425,822 $7,576,010 $26,782,236 $ 37,429,989
=========== =========== ========== =========== ============
<CAPTION>
NON-PARTICIPANT
DIRECTED
--------
Viacom Inc.
Loan Common Stock
Fund Fund Total
---- ---- -----
<S> <C> <C> <C>
ASSETS:
Investments, at fair value:
Registered investment companies.. $373,846,985
Viacom Inc. common stock......... $144,000,630 180,968,727
Investments in other............. 587,525 865,065
Loans to participants............ $18,725,328 18,725,328
Investments, at contract value:
Plan's interest in Master Trust.. 88,386,734
------------- ------------ ------------
Total investments....... 18,725,328 144,588,155 662,792,839
------------- ------------ ------------
Cash and cash equivalents.......... 649,791 723,673
Receivables:
Investment income.............. 52,046 52,046
Contributions:
Employer .................... 390,980 390,980
Employee .................... 1,180,529
------------- ------------ ------------
Net assets available for benefits.. $18,777,374 $145,628,926 $665,140,067
============= ============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
(CONTINUED ON PAGE 5)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------
Putnam Certus
Putnam Putnam Putnam Fund U.S. Gov't Interest
Voyager Vista for Growth & Income Income
Fund Fund Income Trust Fund
---- ---- ------- ----- ----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Registered investment companies.... $ 103,723,011 $ 6,774,257 $68,536,260 $ 2,571,476
Viacom Inc. common stock...........
Investments in other...............
Loans to participants..............
Investments, at contract value:
Plan's interest in Master Trust.... $98,881,919
----------- ----------- ----------- ----------- -------------
Total investments.......... 103,723,011 6,774,257 68,536,260 2,571,476 98,881,919
----------- ----------- ------------- ------------- -------------
Cash and cash equivalents............. 34,550
Receivables:
Investment income.................
Contributions:
Employer .......................
Employee ....................... 452,451 240,849 125,782
------------- ------------- ------------- ------------- -------------
Net assets available for benefits..... $104,175,462 $ 6,774,257 $68,777,109 $ 2,571,476 $99,042,251
============ ============= ============= ============= =============
Putnam
Money
Market Europacific
Fund Growth Fund
---- -----------
ASSETS:
Investments, at fair value:
Registered investment companies.... $ 936,423 $21,502,001
Viacom Inc. common stock...........
Investments in other...............
Loans to participants..............
Investments, at contract value:
Plan's interest in Master Trust....
------------- ----------
Total investments.......... 936,423 21,502,001
------------- ----------
Cash and cash equivalents.............
Receivables:
Investment income.................
Contributions:
Employer .......................
Employee ....................... 146,244
------------- -------------
Net assets available for benefits..... $ 936,423 $21,648,245
============= =============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
(CONTINUED)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------
Putnam Putnam Viacom Inc.
George Putnam Investors Income Common Stock Loan
Fund of Boston Fund Fund Fund Fund
-------------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments, at fair value:
Registered investment companies $23,675,858 $44,743,659 $24,263,868
Viacom Inc. common stock...... $ 29,149,838
Investments in other.......... 158,582
Loans to participants......... $19,433,712
Investments, at contract value:
Plan's interest in Master Trust
-------------- ------------- ------------ -------------- -------------
Total investments.... 23,675,858 44,743,659 24,263,868 29,308,420 19,433,712
-------------- ------------- ------------ -------------- -------------
Cash and cash equivalents.......
Receivables:
Investment income........... 102,776
Contributions:
Employer .................
Employee ................. 96,173 209,189 72,064 328,861
-------------- ------------- ------------ -------------- -------------
Net assets available for benefits $23,772,031 $44,952,848 $24,335,932 $ 29,637,281 $19,536,488
============= ============= ============= ============== =============
NON-PARTICIPANT
DIRECTED
--------
Viacom Inc.
Common Stock
Fund Total
---- -----
ASSETS:
Investments, at fair value:
Registered investment companies
Viacom Inc. common stock...... $296,726,813
Investments in other.......... $117,477,020 146,626,858
Loans to participants......... 319,024 477,606
19,433,712
Investments, at contract value:
Plan's interest in Master Trust 98,881,919
---------- ------------
Total investments 117,796,044 562,146,908
------------ ------------
Cash and cash equivalents....... 1,459,798 1,494,348
Receivables:
Investment income........... 102,776
Contributions:
Employer ................. 635,957 635,957
Employee ................. 1,671,613
------------ ------------
Net assets available for benefits $119,891,799 $566,051,602
============ ============
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1997
(CONTINUED ON PAGE 7)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------------------------
Certus
Putnam Putnam Putnam Fund Putnam Interest
Voyager Vista for Growth & U.S. Gov't Income
Fund Fund Income Income Trust Fund
---- ---- ------ ------------ ----
<S> <C> <C> <C> <C> <C>
Additions (deductions) to net assets
attributed to:
Contributions:
Employer.........................
Employer......................... $15,237,925 $ 9,051,632 $ 4,035,240
Rollover ........................ 1,253,913 1,234,566 318,501
Investment income.................... 7,568,210 $ 302,842 11,542,266 $ 142,967
Plan's interest in Master Trust
investment income.................. 5,592,790
Net appreciation (depreciation) in
fair value of investments........... 19,762,227 748,941 5,801,340 38,504
Interfund transfers and loan
activity, net..................... (7,993,298) 119,781 1,950,838 (60,566) 33,768
-------------- ------------- ------------- ---------------------------
Total additions .................. 35,828,977 1,171,564 29,580,642 120,905 9,980,299
------------- ------------- ------------- ------------- -------------
Deductions to net assets attributed to:
Participants benefits paid........... 19,319,034 4,347,150 13,219,441 1,299,424 20,742,100
Plan expenses........................ 25,943 159 14,910 56 398,529
------------- ------------- ------------- ------------- -------------
Total deductions.................. 19,344,977 4,347,309 13,234,351 1,299,480 21,140,629
------------- ------------- ------------- ------------- -------------
Net increase (decrease)........... 16,484,000 (3,175,745) 16,346,291 (1,178,575) (11,160,330)
Transfer from other plans................ 3,534,153 1,629,287 598,000
Net assets available for benefits,
beginning of year................. 104,175,462 6,774,257 68,777,109 2,571,476 99,042,251
------------- ------------- ------------- ------------- -------------
Net assets available for benefits, end
of year........................... $124,193,615 $ 3,598,512 $86,752,687 $ 1,392,901 $88,479,921
============== ============= ============= ============= =============
Putnam
Money
Market Europacific
Fund Growth Fund
---- -----------
Additions (deductions) to net assets
attributed to:
Contributions:
Employer.........................
Employee......................... $ 5,289,605
Rollover ........................ 621,377
Investment income.................... $38,045 2,306,223
Plan's interest in Master Trust
investment income..................
Net appreciation (depreciation) in
fair value of investments........... (76,754)
Interfund transfers and loan
activity, net..................... 178,178 (373,384)
------------- -------------
Total additions .................. 216,223 7,767,067
------------- -------------
Deductions to net assets attributed to:
Participants benefits paid........... 732,601 2,585,677
Plan expenses........................ 17 8,563
------------- -------------
Total deductions.................. 732,618 2,594,240
------------- -------------
Net increase (decrease)........... (516,395) 5,172,827
Transfer from other plans................ 416,243
Net assets available for benefits,
beginning of year................. 936,423 21,648,245
------------- -------------
Net assets available for benefits, end
of year........................... $ 420,028 $27,237,315
============= =============
</TABLE>
See accompanying notes to the financial statements.
6
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1997
(CONTINUED)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
---------------------------------------------------------------------------------
Putnam Putnam Putnam Viacom Inc.
George Putnam Investors S&P 500 Income Common Stock Loan
Fund of Boston Fund Index Fund Fund Fund Fund
-------------- ---- ---------- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Additions (deductions) to net
assets attributed to:
Contributions:
Employer........................
Employee........................ $ 3,096,688 $ 7,466,756 $ 574,415 $ 2,814,084 $5,421,655
Rollover ....................... 318,277 835,957 328,835 205,401 199,626
Investment income................... 2,787,771 6,284,907 1,767,018 17,871 $ 1,496,199
Plan's interest in Master Trust
investment income...............
Net appreciation (depreciation) in
fair value of investments....... 2,452,942 10,582,763 385,476 400,588 6,416,988
Interfund transfers and loan (432,508) 1,331,396 6,460,173 (290,815) (1,060,681) 890,810
activity, net................... ------------- ------------ ------------- ------------ ------------ -------------
Total additions................. 8,223,170 26,501,779 7,748,899 4,896,276 10,995,459 2,387,009
------------- ------------ ------------- ------------ ------------ -------------
Deductions to net assets
attributed to:
Participants benefits paid.......... 2,685,838 5,212,775 172,386 2,709,200 3,975,336 3,399,436
Plan expenses....................... 7,408 22,947 503 4,972 1,829
------------- ------------ ------------- ------------ ------------ -------------
Total deductions................ 2,693,246 5,235,722 172,889 2,714,172 3,977,165 3,399,436
------------- ------------ ------------- ------------ ------------ -------------
Net increase (decrease)........ 5,529,924 21,266,057 7,576,010 2,182,104 7,018,294 (1,012,427)
Transfer from other plans........... 142,776 1,206,917 264,200 774,414 253,313
Net assets available for benefits,
beginning of year............ 23,772,031 44,952,848 -- 24,335,932 29,637,281 19,536,488
------------- ------------ ------------- ------------ ------------ -------------
Net assets available for benefits,
end of year.................. $29,444,731 $67,425,822 $ 7,576,010 $26,782,236 $37,429,989 $18,777,374
============= ============ ============= ============ ============ =============
NON-PARTICIPANT
DIRECTED
---------------
Viacom Inc.
Common Stock
Fund Total
---- -----
Additions (deductions) to net
assets attributed to:
Contributions:
Employer........................ $15,519,294 $15,519,294
Employee........................ 52,988,000
Rollover ....................... 5,316,453
Investment income................... 100,105 34,354,424
Plan's interest in Master Trust
investment income............... 5,592,790
Net appreciation (depreciation) in
fair value of investments....... 23,352,432 69,865,447
Interfund transfers and loan (753,692) --
activity, net................... ------------- -------------
Total additions................. 38,218,139 183,636,408
------------- -------------
Deductions to net assets
attributed to:
Participants benefits paid.......... 12,409,115 92,809,513
Plan expenses....................... 794,578 1,280,414
------------- -------------
Total deductions................ 13,203,693 94,089,927
------------- -------------
Net increase /(decrease)........ 25,014,446 89,546,481
Transfer from Other Plans........... 722,681 9,541,984
Net assets available for benefits,
beginning of year............ 119,891,799 566,051,602
------------- -------------
Net assets available for benefits,
end of year.................. $145,628,926 $665,140,067
============== ==============
</TABLE>
See accompanying notes to the financial statements.
7
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1996
(CONTINUED ON PAGE 9)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------
Putnam Putnam Putnam Fund Putnam Certus Interest
Voyager Vista for Growth & U.S. Gov't Income
Fund Fund Income Income Trust Fund
---- ---- ------ ------------ ----
<S> <C> <C> <C> <C> <C>
Additions (deductions) to net assets attributed to:
Contributions:
Employer........................
Employee........................ $17,435,967 $ 317,304 $ 9,388,501 $ 139,236 $ 5,678,874
Rollover ....................... 1,537,860 697 895,958 595 641,378
Investment income................... 6,573,080 409,017 5,676,256 191,344 44,493
Plan's interest in Master Trust
investment income................. 7,921,747
Net appreciation (depreciation) in
fair value of investments........ 2,080,593 917,468 4,664,371 (83,062)
Interfund transfers and loan
activity, net..................... 40,519,891 (15,337,929) 25,561,052 (6,882,355) (104,418,825)
------------- -------------- ------------- -------------- ---------------
Total additions (deductions) .... 68,147,391 (13,693,443) 46,186,138 (6,634,242) (90,132,333)
------------- -------------- ------------- -------------- --------------
Deductions to net assets
attributed to:
Participants benefits paid.......... 8,691,971 1,495,393 5,402,906 643,280 20,685,857
Plan expenses....................... 20,498 1,372 13,085 474 561,890
------------- ------------- ------------- ------------- -------------
Total deductions................. 8,712,469 1,496,765 5,415,991 643,754 21,247,747
------------- ------------- ------------- ------------- -------------
Net increase (decrease).......... 59,434,922 (15,190,208) 40,770,147 (7,277,996) (111,380,080)
Transfer from other plans............... 184,024,476
Net assets available for benefits,
beginning of year................ 44,740,540 21,964,465 28,006,962 9,849,472 26,397,855
------------- ------------- ------------- ------------- -------------
Net assets available for benefits, end
of year.......................... $104,175,462 $ 6,774,257 $68,777,109 $ 2,571,476 $99,042,251
============= ============= ============= ============= =============
Putnam Money
Market Europacific
Fund Growth Fund
---- -----------
Additions (deductions) to net assets
attributed to:
Contributions:
Employer........................
Employee........................ $ 62,331 $ 5,193,637
Rollover ....................... 477,640
Investment income................... 49,612 988,394
Plan's interest in Master Trust
investment income.................
Net appreciation (depreciation) in
fair value of investments......... 1,274,334
Interfund transfers and loan
activity, net..................... (2,652,926) 14,768,009
-------------- -------------
Total additions (deductions) .... (2,540,983) 22,702,014
-------------- -------------
Deductions to net assets
attributed to:
Participants benefits paid.......... 131,437 1,049,840
Plan expenses....................... (6,415) 3,929
-------------- -------------
Total deductions................. 125,022 1,053,769
------------- -------------
Net increase (decrease).......... (2,666,005) 21,648,245
Transfer from other plans...............
Net assets available for benefits,
beginning of year................ 3,602,428 --
------------- -------------
Net assets available for benefits, end
of year.......................... $ 936,423 $21,648,245
============= =============
</TABLE>
See accompanying notes to the financial statements.
8
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1996
(CONTINUED)
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------
Putnam Viacom Inc.
George Putnam Investors Putnam Income Common Stock Loan
Fund of Boston Fund Fund Fund Fund
-------------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Additions (deductions) to net
assets attributed to:
Contributions:
Employer..................
Employee.................. $ 3,231,336 $ 7,436,535 $ 3,125,323 $ 6,963,348
Rollover ................. 310,195 777,827 270,701 567,246
Investment income............. 2,164,454 5,272,581 1,279,460 3,658 $ 1,460,785
Plan's interest in Master Trust
investment income...........
Net appreciation (depreciation)
in fair value of investments 1,563,741 1,094,806 229,300 (9,323,759)
Interfund transfers and loan
activity, net.............. (9,457,601) 28,386,402 19,380,355 4,297,816 (344,315)
-------------- ------------- ------------- ------------- --------------
Total additions (deductions) (2,187,875) 42,968,151 24,285,139 2,508,309 1,116,470
-------------- ------------- ------------- ------------- -------------
Deductions to net assets
attributed to:
Participants benefits paid.... 2,627,457 2,453,928 1,592,800 1,946,587 1,283,905
Plan expenses................. 5,976 10,314 2,829 818
------------- ------------- ------------- ------------- -------------
Total deductions........... 2,633,433 2,464,242 1,595,629 1,947,405 1,283,905
------------- ------------- ------------- ------------- -------------
Net increase (decrease).... (4,821,308) 40,503,909 22,689,510 560,904 (167,435)
Transfer from other plans......... 28,593,339 4,448,939 1,646,422 27,026,382 12,394,732
Net assets available for benefits,
beginning of year.......... -- -- -- 2,049,995 7,309,191
------------- ------------- ------------- ------------- -------------
Net assets available for benefits,
end of year.................... $23,772,031 $44,952,848 $24,335,932 $29,637,281 $19,536,488
============= ============= ============= ============= =============
NON-PARTICIPANT
DIRECTED
---------------
Viacom Inc.
Common Stock
Fund Total
---- -----
Additions (deductions) to net
assets attributed to:
Contributions:
Employer.................. $19,415,202 $19,415,202
Employee.................. 58,972,392
Rollover ................. 5,480,097
Investment income............. 191,459 24,304,593
Plan's interest in Master Trust
investment income........... 7,921,747
Net appreciation (depreciation)
in fair value of investments (44,784,901) (42,367,109)
Interfund transfers and loan
activity, net.............. 6,180,426 --
------------ ------------
Total additions (deductions) (18,997,814) 73,726,922
------------ ------------
Deductions to net assets
attributed to:
Participants benefits paid.... 12,887,934 60,893,295
Plan expenses................. 503,878 1,118,648
------------ ------------
Total deductions........... 13,391,812 62,011,943
------------ ------------
Net increase /(decrease)... (32,389,626) 11,714,979
Transfer from Other Plans......... 120,763,783 378,898,073
Net assets available for benefits,
beginning of year.......... 31,517,642 175,438,550
------------ ------------
Net assets available for benefits,
end of year.................... $119,891,799 $566,051,602
============ ============
</TABLE>
See accompanying notes to the financial statements.
9
<PAGE>
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.
Effective January 1, 1997, the Savings and Investment Plan for Employees of PVI
Transmission and Paramount Distribution Inc. (the "SIP Plan") merged with and
into the Plan. Effective January 1, 1996, the Company merged the following
defined contribution plans sponsored by subsidiaries of Viacom Inc., with
and into the Plan: Paramount Communications Inc. Employees' Savings Plan
("PCI Savings Plan"), Prentice Hall Computer Publishing Division Retirement
Plan, and Blockbuster Entertainment Retirement and Savings Plan (collectively,
the "Merged Plans"). Effective January 1, 1996, the Plan was amended and
restated, including amendments to reflect the Plan mergers, to change the method
used to determine employer matching contributions, to change the vesting
schedule and to change the funds available for investment of employee
contributions.
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. 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 (the "Administrator") appointed by the Board of
Directors of the Company. 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.
INVESTMENT AND PARTICIPANT ACCOUNTS
Putnam Fiduciary Trust Company (the "Trustee") is the trustee and custodian of
Plan assets.
Effective January 1, 1997, Plan participant accounts in the Putnam Voyager Fund,
Putnam Fund for Growth and Income, George Putnam Fund of Boston, Putnam
Investors Fund and the Putnam Income Fund were converted to a class of shares
that are subject to a lower annual fund expense.
10
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Plan participants have the option of investing their contributions or existing
account balances among the following funds:
GROWTH
- ------
PUTNAM S&P 500 INDEX FUND (EFFECTIVE JULY 1, 1997)
This fund is a collective investment trust that invests primarily in publicly
traded common stocks either directly or through collective investment trusts
having a similar investment objective. The fund is designed to achieve a return,
before the assessment of any fees, that closely approximates the return of the
Standard & Poor's 500 Composite Stock Price Index.
PUTNAM INVESTORS FUND
This fund seeks long-term growth of capital and any increased income that
results from this growth from a portfolio primarily consisting of quality
common stocks.
PUTNAM VOYAGER FUND
This fund invests in a combination of stocks of smaller companies expected
to grow over time as well as stocks of larger, more established
corporations which provides the opportunity for capital growth while also
providing current income.
EUROPACIFIC GROWTH FUND
This fund, a registered investment company, is managed by the Capital Research
and Management Company and invests in stocks of companies outside of the United
States.
VIACOM INC. COMMON STOCK FUND
This fund invests in shares of Viacom Inc. Class B Common Stock.
GROWTH AND INCOME
- -----------------
GEORGE PUTNAM FUND OF BOSTON
This fund seeks to provide a balanced investment composed of a well-diversified
portfolio of stocks and bonds that will produce both capital growth and current
income.
PUTNAM FUND FOR GROWTH & INCOME
This fund seeks capital growth and current income investors seeking long-term
growth of capital from a portfolio primarily consisting of attractively priced
stocks.
INCOME
- ------
PUTNAM INCOME FUND
This fund seeks high current income consistent with what the Trustee believes to
be prudent risk. This fund invests in a variety of bonds, including corporate
bonds from creditworthy companies.
11
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
CAPITAL PRESERVATION
- --------------------
CERTUS INTEREST INCOME FUND
This fund is managed by Certus Financial Corporation and seeks to preserve
principal and minimize market volatility while offering a competitive and
predictable rate of return. This fund invests in guaranteed investment contracts
and synthetic investment contracts. Synthetic investments contracts consist of
benefit responsive wrapper contract backed by investments which are held in the
trust and owned by the Plan.
Each of the funds, except for the Certus Interest Income Fund, the
Europacific Growth Fund and the Viacom Inc. Common Stock Fund are registered
investment companies managed by Putnam Management Company, Inc. and,
therefore, are identified as parties-in-interest. The Viacom Inc. Common
Stock Fund is also identified as a party-in-interest as it invests in shares
of Viacom Inc. Class B Common Stock.
Participants employed by the Company's former cable operations have the option
of investing their existing account balances only in the investment funds
available at December 31, 1995 as follows: Putnam Fund for Growth & Income,
Putnam Voyager Fund, Certus Interest Income Fund, Viacom Inc. Common Stock Fund,
Putnam Vista Fund, Putnam U.S. Government Income Trust and the Putnam Money
Market Fund. As of June 30, 1996, such participants were no longer eligible to
contribute to the Plan.
Investment elections are required to be in multiples of 5% and can be changed at
any time. The Plan is intended to meet the requirements of ERISA Section 404(c).
Thus, to the extent participants exercise control over the investment of
contributions, neither the Plan nor any other Plan fiduciary will be responsible
for any losses which may occur.
Effective January 1, 1994, the Company and certain affiliated companies entered
into a master trust agreement (the "Master Trust") with the Trustee for the
purpose of permitting the commingling of certain investments of the Plan,
affiliated companies' plans, and, effective October 1, 1995, a separate
Collective Bargaining Plan (the "CBP"). Through December 31, 1996, the Master
Trust held assets for the Plan, the SIP Plan and CBP Plan. The Master Trust
currently holds assets for the Plan and the CBP Plan. 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.
Employer matching contributions are currently invested entirely in Viacom
Inc. Class B Common Stock.
12
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 prime commercial rate. Effective January 1, 1996, only one
loan may be outstanding at one time. Participants who had one or two outstanding
loans from the PCI Savings Plan must continue to pay off the PCI Savings Plan
loans while participating in the Plan and may not take out additional loans
until the PCI Savings Plan loans are completely repaid. 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 principle 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 within each fund.
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 at a specified date or (ii)
50% of the first 5% of annual compensation contributed on a before tax basis if
base pay is greater than $65,000.
The IRC limits the amount of annual contributions that can be made on a
before-tax basis; the limit was $10,000 and $9,500 for 1997 and 1996,
respectively. Compensation recognized under the plan may not exceed $160,000 for
1997 and $150,000 for 1996. 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. After January 1, 1996, the employer's matching
contribution vests at 20% per year of service, becoming fully vested
after five years of service. Employees who on December 31, 1995 were
participants in the Plan or the Merged Plans are covered by the vesting
schedules in effect at that time if they were more favorable. 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
reduce future employer matching contributions or defray administrative
expenses. Employer matching contributions of $785,420 and $579,468 during the
years ended December 31, 1997 and December 31, 1996, respectively, were
forfeited by terminating employees before those amounts became vested and
were used to pay Plan expenses and reduce future Employer matching
contributions.
13
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 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 even if 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 these
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 employer matching
contributions and before-tax contributions (including the pre-1989 earnings
thereon) provided that the requirements for hardship are met. There is no
restriction on the number of hardship withdrawals permitted.
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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ACCOUNTING METHOD
The accrual method of accounting is used for financial statement presentation.
Certain previously reported amounts have been reclassified to conform with the
current presentation.
14
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
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 American Stock Exchange,
Inc. 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. Participant loans consist of the outstanding principal of
loans to Plan participants at December 31, which approximate market value.
The loans outstanding as of December 31, 1997 and 1996 carry interest rates
ranging from 6.5% to 12.5% Cash and cash equivalents are valued at cost plus
accrued interest, which approximate 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.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
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.
15
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 3 - INVESTMENTS:
Individual investments that represent greater than 5% of net assets available
for benefits are identified below:
<TABLE>
<CAPTION>
AT DECEMBER 31,
--------------------------------------
1997 1996
---- ----
<S> <C> <C>
Viacom Inc. Class B Common Stock............................... $173,098,699 $138,004,114
Putnam Voyager Fund............................................ 123,864,587 103,723,011
Plan's interest in Master Trust................................ 88,386,734 98,881,919
Putnam Fund for Growth & Income................................ 86,556,539 68,536,260
Putnam Investors Fund.......................................... 67,246,352 44,743,659
</TABLE>
During 1997 and 1996 the Plan's investments (including investments bought, sold
and held during the year) appreciated (depreciated), as follows:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------
1997 1996
---- ----
<S> <C> <C>
Putnam Voyager Fund............................................. $ 19,762,227 $ 2,080,593
Putnam Vista Fund............................................... 748,941 917,468
Putnam Fund for Growth & Income................................. 5,801,340 4,664,371
Putnam U.S. Government Income Trust............................. 38,504 (83,062)
Europacific Growth Fund......................................... (76,754) 1,274,334
George Putnam Fund of Boston.................................... 2,452,942 1,563,741
Putnam Investors Fund........................................... 10,582,763 1,094,806
Putnam S&P 500 Index Fund....................................... 385,476 --
Putnam Income Fund.............................................. 400,588 229,300
Viacom Inc. Common Stock........................................ 29,769,420 (54,108,660)
--------------- ----------------
Net appreciation (depreciation)............................. $ 69,865,447 $( 42,367,109)
=============== ===============
</TABLE>
16
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
The Plan uses daily valuations and assigns units to participants within each of
the respective funds. Total units, net asset value per unit and total net assets
available for benefits in each fund at December 31, 1997 and 1996 were as
follows:
<TABLE>
<CAPTION>
NET ASSET TOTAL NET
AVAILABLE FOR ASSET
BENEFITS AVAILABLE FOR
FUND TOTAL UNITS PER UNIT BENEFITS
---- ----------- -------- --------
<S> <C> <C> <C>
DECEMBER 31, 1997:
PARTICIPANT DIRECTED:
Putnam Voyager Fund............................ 6,421,181 19.34 $124,193,615
Putnam Vista Fund.............................. 300,378 11.98 3,598,512
Putnam Fund for Growth & Income.............. 4,425,181 19.60 86,752,687
Putnam U. S. Government Income Trust........... 106,491 13.08 1,392,901
Certus Interest Income Fund.................... 88,479,921 1.00 88,479,921
Putnam Money Market Fund....................... 420,028 1.00 420,028
Europacific Growth Fund........................ 1,042,612 26.12 27,237,315
George Putnam Fund of Boston................... 1,631,298 18.05 29,444,731
Putnam Investors Fund.......................... 5,982,771 11.27 67,425,822
Putnam S&P 500 Index Fund...................... 333,715 22.70 7,576,010
Putnam Income Fund............................. 3,753,886 7.13 26,782,236
Viacom Inc. Common Stock Fund.................. 893,848 41.88 37,429,989
Loan Fund...................................... -- -- 18,777,374
NON-PARTICIPANT DIRECTED:
Viacom Inc. Common Stock Fund.................. 3,481,278 41.83 145,628,926
------------
$665,140,067
============
DECEMBER 31, 1996:
PARTICIPANT DIRECTED:
Putnam Voyager Fund............................ 6,434,430 $16.19 $104,175,462
Putnam Vista Fund.............................. 648,254 10.45 6,774,257
Putnam Fund for Growth & Income................ 3,803,344 18.08 68,777,109
Putnam U. S. Government Income Trust........... 200,427 12.83 2,571,476
Certus Interest Income Fund.................... 99,042,251 1.00 99,042,251
Putnam Money Market Fund....................... 936,423 1.00 936,423
Europacific Growth Fund........................ 825,730 26.22 21,648,245
George Putnam Fund of Boston................... 1,443,650 16.47 23,772,031
Putnam Investors Fund.......................... 4,858,161 9.25 44,952,848
Putnam Income Fund............................. 3,461,322 7.03 24,335,932
Viacom Inc. Common Stock Fund.................. 837,331 35.39 29,637,281
Loan Fund...................................... 19,536,488
NON-PARTICIPANT DIRECTED:
Viacom Inc. Common Stock Fund.................. 3,354,559 35.74 119,891,799
------------
$566,051,602
============
</TABLE>
17
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500:
The following is a reconciliation of net assets available for benefits per the
December 31, 1997 financial statements to the Form 5500:
<TABLE>
<S> <C>
Net assets available for benefits per the financial statements......... 665,140,067
Amounts allocated to withdrawing participants.......................... (3,626,021)
--------------
Net assets available for benefits per the Form 5500.................... $ 661,514,046
==============
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 1997:
Benefits paid to participants per the financial statements............. $ 92,809,513
Add: Amounts allocated to withdrawing participants
at December 31, 1997................................................ 3,626,021
Less: Amounts allocated to withdrawing participants
at December 31, 1996................................................ (1,463,976)
--------------
Benefits paid to participants per the Form 5500........................ $ 94,971,558
==============
</TABLE>
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, 1997 but are not paid as of that date.
NOTE 5 - INCOME TAX STATUS:
The Internal Revenue Service has determined that the Plan is qualified under
Section 401(a) of the Internal Revenue Code and that the Plan is exempt from
Federal Income taxes under Section 501(a), which provides that earned income is
taxable only upon distribution thereof. The Plan as amended and restated has a
favorable determination letter from the IRS dated January 22, 1998. The Company
is not aware of any course of action or series of events that may have occurred
that might adversely affect the Plan's qualified status.
NOTE 6 - TERMINATION PRIORITIES:
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.
18
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 7 - INVESTMENT IN MASTER TRUST:
The value of the Plan's interest in the total investments of the Master Trust
was 99.4% and 98.4% at December 31, 1997 and 1996, respectively, and the
allocated share of investment income was 99.1% and 98.9% for the respective
years then ended.
The following table presents the contract value of investments of the Master
Trust:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
1997 1996
---- ----
<S> <C> <C>
Guaranteed investment contracts................. $ 41,304,438 $ 52,807,733
Synthetic investment contracts.................. 41,580,832 41,701,819
Putnam short-term investment fund............... 6,049,215 6,092,420
Accrued plan expenses........................... -- (2,091)
Payable for investments purchased............... -- (146,511)
--------------- ---------------
Net Investments in Master Trust........... $ 88,934,485 $ 100,453,370
=============== ===============
Investment income of the Master Trust is as follows:
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
1997 1996
---- ----
<S> <C> <C>
Investment Income:
Guaranteed investment contracts................. $ 2,092,953 $ 3,676,184
Synthetic investment contracts.................. 3,086,620 2,686,416
Short-term investment fund...................... 560,118 1,656,893
Investment manager fees......................... (97,518) (64,046)
--------------- ---------------
Net Investment Income................. $ 5,642,173 $ 7,955,447
=============== ===============
</TABLE>
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 to a contract at market value. At December 31,
1997 and 1996, the fair value of such assets in the aggregate was $90,618,702
and $100,359,722, respectively, with an average yield of 6.42% and 6.31%,
respectively. The return on assets for the year ended December 31, 1997 and 1996
was 6.61% and 6.18%, respectively. The synthetic investment contract interest
rates are evaluated on a quarterly basis and may be reset when the expected cash
flow characteristics of the underlying security change.
19
<PAGE>
SCHEDULE I
VIACOM INVESTMENT PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
(C) UNIT/ PRINCIPAL
AMOUNT/SHARES/
MATURITY AND (D) COST OF (E) CURRENT
(B) IDENTITY OF ISSUE, BORROWING LESSOR OR SIMILAR PARTY INTEREST RATES ACQUISITIONS VALUE
---------------------------------------------------- -------------- ------------ -----
<S> <C> <C> <C>
REGISTERED INVESTMENT COMPANIES:
* Putnam Voyager Fund......................................... 6,421,181 129,372,427 $123,864,587
* Putnam Vista Fund........................................... 300,378 3,821,205 3,598,512
* Putnam Fund for Growth & Income............................. 4,425,181 94,978,910 86,556,539
* Putnam U.S. Government Income Trust......................... 106,491 1,377,142 1,392,901
* Putnam Money Market Fund ................................... 420,028 420,028 420,028
Europacific Growth Fund..................................... 1,042,612 26,481,515 27,128,767
* George Putnam Fund of Boston................................ 1,631,298 30,779,496 29,379,679
* Putnam Investors Fund....................................... 5,982,771 71,522,136 67,246,352
* Putnam S&P 500 Index Fund................................... 333,715 7,161,872 7,531,954
* Putnam Income Fund.......................................... 3,753,886 26,692,129 26,727,666
COMMON STOCK FUND:
* Viacom Inc. Class A Common Stock............................ 192,538 5,747,872 7,870,028
* Viacom Inc. Class B Common Stock............................ 4,177,345 149,964,149 173,098,699
Investments in Other........................................ 5,243 493,045 865,065
PLAN'S INTEREST IN MASTER TRUST:
Certus Interest Income Fund................................. 88,386,734 88,386,734 88,386,734
* LOANS TO PARTICIPANTS.......................................... Various maturities
and interest rates ---- 18,725,328
-------------
TOTAL INVESTMENTS................. $662,792,839
============
</TABLE>
* Identified as a party-in-interest to the Plan.
S-1
<PAGE>
SCHEDULE II
VIACOM INVESTMENT PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Purchase Selling Lease
Identity of Party Involved Description of Asset Price Price Rental
-------------------------- -------------------- ----- ----- ------
<S> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
Putnam Investors Fund............................. 5,383,206 units $64,975,397 N/A
5,393,571 units $64,992,622 N/A
George Putnam Fund of Boston...................... 1,513,302 units $28,722,473 N/A
1,515,945 units $28,727,151 N/A
Putnam Fund for Growth & Income................... 3,700,933 units $80,310,241 N/A
3,706,347 units $80,316,541 N/A
Putnam Voyager Fund............................... 5,708,250 units $115,706,331 N/A
5,773,916 units $115,703,151 N/A
SERIES TRANSACTIONS:
Putnam Voyager Fund............................... 8,010,010 units $158,364,351 N/A
8,447,321 units $165,083,783 N/A
Putnam Fund for Growth & Income................... 5,596,957 units $118,959,832 N/A
5,156,020 units $110,266,204 N/A
George Putnam Fund of Boston...................... 2,019,131 units $37,678,541 N/A
1,850,417 units $34,716,679 N/A
Putnam Investors Fund............................. 7,322,032 units $85,942,415 N/A
6,456,211 units $76,464,265 N/A
Putnam Income Fund................................ 4,697,574 units $33,453,837 N/A
4,480,358 units $31,899,980 N/A
Viacom Inc. Class B.............................. 900,102 units $29,036,914 N/A
742,869 units $24,087,732 N/A
Expenses Current Value
Incurred of Asset on
with Cost of Transaction Net Gain
Identity of Party Involved Transaction Asset Date (Loss)
-------------------------- ----------- ----- ---- ------
SINGLE TRANSACTIONS:
Putnam Investors Fund............................. N/A $64,975,397
N/A $50,278,759 $64,992,622 $14,713,863
George Putnam Fund of Boston...................... N/A $28,722,473
N/A $24,441,895 $28,727,151 $4,285,256
Putnam Fund for Growth & Income................... N/A $80,310,241
N/A $63,661,706 $80,316,541 $16,654,835
Putnam Voyager Fund............................... N/A $115,706,331
N/A $88,904,555 $115,703,151 $26,798,596
SERIES TRANSACTIONS:
Putnam Voyager Fund............................... N/A $158,364,351
N/A $129,817,490 $165,083,783 $35,266,293
Putnam Fund for Growth & Income................... N/A $118,959,832
N/A $88,569,019 $110,266,204 $21,697,185
George Putnam Fund of Boston...................... N/A $37,678,541
N/A $29,969,642 $34,716,679 $4,747,037
Putnam Investors Fund............................. N/A $85,942,415
N/A $60,603,319 $76,464,265 $15,860,946
Putnam Income Fund................................ N/A $33,453,837
N/A $31,135,214 $31,899,980 $764,766
Viacom Inc. Class B............................... N/A $29,036,914
N/A $26,680,482 $24,087,732 ($2,592,750)
</TABLE>
S-2
<PAGE>
EXHIBIT I
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-42987, 333-34125, Nos. 33-41934, 33-56088,
33-59049, 33-59141, 33-55173, 33-55709 and 33-60943) of Viacom Inc. of our
report dated June 26, 1998, included in part (a) of this Form 11-K as listed in
the accompanying index.
PRICE WATERHOUSE LLP
New York, New York
June 26, 1998
