================================================================================
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, 1998 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, 1998
INDEX
-----
Pages
-----
(a) Financial Statements:
Report of Independent Accountants......................... 1
Statement of net assets available for benefits, with fund
information at December 31, 1998........................ 2 - 3
Statement of net assets available for benefits, with fund
information at December 31, 1997........................ 4 - 5
Statement of changes in net assets available for benefits,
with fund information for the year ended December 31,
1998.................................................... 6 - 7
Statement of changes in net assets available for benefits,
with fund information for the year ended December 31,
1997.................................................... 8 - 9
Notes to financial statements............................. 10 - 19
Schedules
---------
Additional information:
Item 27a - Schedule of assets held for investment
purposes at December 31, 1998........................ I
Item 27d - Schedule of reportable transactions for the
year ended December 31, 1998......................... 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 28, 1999 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, 1998 and 1997, 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, as a result of the sale of
the educational, professional and reference publishing businesses ("Non-Consumer
Publishing") to Pearson plc on November 27, 1998, the Plan transferred the
assets held for the participants from Non-Consumer Publishing to a qualified
plan sponsored by Pearson plc. Effective January 1, 1997, the Savings and
Investment Plan for Employees of PVI Transmission and Paramount Distribution
Inc. merged with and into the Plan.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules as listed in
the accompanying index are presented for purposes of additional analysis and are
not a required part of the basic financial statements but are 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 fund information in the statements of net assets available for
benefits and the statements 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. The supplemental schedules and fund information are the
responsibility of the Plan's management. These supplemental schedules and 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.
PricewaterhouseCoopers LLP
New York, New York
June 28, 1999
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
-----------------
(continued on Page 3)
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------------
Putnam Putnam Putnam Fund Putnam Certus Putnam
Voyager Vista for Growth & U.S. Gov't Interest Money Market Europacific
Fund Fund Income Income Trust Income Fund Trust Growth Fund
---- ---- ------ ------------ ----------- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
- -------
Investments, at fair value:
Registered investment companies .. $111,423,581 $3,365,548 $64,456,221 $1,219,221 $ 354,016 $21,950,038
Viacom Inc. common stock .........
Investments in other .............
Loans to participants ............
Investments, at contract value:
Plan's interest in Master Trust .. $92,315,381
------------ ---------- ----------- ---------- ----------- ---------- -----------
Total investments ........ 111,423,581 3,365,548 64,456,221 1,219,221 92,315,381 354,016 21,950,038
Cash and cash equivalents ...........
Receivables:
Investment income ................
Contributions:
Employee ...................... 230,642 126,698 70,914 72,369
Employer ......................
------------ ---------- ----------- ---------- ----------- ---------- -----------
Total Assets ........................ 111,654,223 3,365,548 64,582,919 1,219,221 92,386,295 354,016 22,022,407
Liabilities:
- ------------
Payable to other plan ............ 35,742,504
------------ ---------- ----------- ---------- ----------- ---------- -----------
Net assets available for benefits ... $111,654,223 $3,365,548 $64,582,919 $1,219,221 $56,643,791 $ 354,016 $22,022,407
============ ========== =========== ========== =========== ========== ===========
</TABLE>
See accompanying notes to the financial statements.
2
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1998
-----------------
(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
-------------- ---- ---------- ---- ---- ----
Assets:
- -------
<S> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Registered investment companies ... $17,974,563 $66,158,631 $10,562,118 $15,293,462
Viacom Inc. common stock .......... $41,297,925
Investments in other .............. 96,901
Loans to participants ............. $13,379,773
Investments, at contract value:
Plan's interest in Master Trust ...
----------- ----------- ----------- ----------- ----------- -----------
Total investments ........ 17,974,563 66,158,631 10,562,118 15,293,462 41,394,826 13,379,773
Cash and cash equivalents ........... 140,612
Receivables:
Investment income ............... 31,883
Contributions:
Employee ...................... 63,911 138,435 72,458 43,631 93,448
Employer ......................
----------- ----------- ----------- ----------- ----------- -----------
Total Assets ........................ 18,038,474 66,297,066 10,634,576 15,337,093 41,628,886 13,411,656
Liabilities:
- ------------
Payable to other plan .........
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits ... $18,038,474 $66,297,066 $10,634,576 $15,337,093 $41,628,886 $13,411,656
=========== =========== =========== =========== =========== ===========
<CAPTION>
Non-Participant
Directed
---------------
Viacom Inc.
Common Stock
Fund Total
---- -----
<S> <C> <C>
Assets:
- -------
Investments, at fair value:
Registered investment companies ... $312,757,399
Viacom Inc. common stock .......... $156,912,244 198,210,169
Investments in other .............. 509,927 606,828
Loans to participants ............. 13,379,773
Investments, at contract value:
Plan's interest in Master Trust ... 92,315,381
------------ ------------
Total investments ........ 157,422,171 617,269,550
Cash and cash equivalents ........... 140,612
Receivables:
Investment income ............... 31,883
Contributions:
Employee ...................... 912,506
Employer ...................... 309,448 309,448
------------ ------------
Total Assets ........................ 157,731,619 618,663,999
Liabilities:
- ------------
Payable to other plan ......... 35,742,504
------------ ------------
Net assets available for benefits ... $157,731,619 $582,921,495
============ ============
</TABLE>
See accompanying notes to the financial statements.
3
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
-----------------
(continued on Page 5)
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------------------
Putnam Putnam Putnam Fund Putnam Certus Putnam
Voyager Vista for Growth U.S. Gov't Interest Money Market Europacific
Fund Fund & Income Income Trust Income 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:
Employee...................... 329,028 196,148 93,187 108,548
Employer .....................
------------ ---------- ----------- ----------- ----------- ----------- -----------
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 the financial statements.
4
<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 Loan
Fund of Boston Fund Index Fund Fund Fund Fund
-------------- ---- ---------- ---- ---- ----
<S> <C> <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 ............. $18,725,328
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 18,725,328
Cash and cash equivalents ........... 73,882
Receivables:
Investment income ............... 52,046
Contributions:
Employee ...................... 65,052 179,470 44,056 54,570 110,470
Employer ......................
------------- ----------- ---------- ----------- ----------- -----------
Net assets available for benefits ... $ 29,444,731 $67,425,822 $7,576,010 $26,782,236 $37,429,989 $18,777,374
============= =========== ========== =========== =========== ===========
<CAPTION>
Non-Participant
Directed
--------
Viacom Inc.
Common Stock
Fund Total
---- -----
<S> <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
Investments, at contract value:
Plan's interest in Master Trust ... 88,386,734
------------ ------------
Total investments ........ 144,588,155 662,792,839
Cash and cash equivalents ........... 649,791 723,673
Receivables:
Investment income ............... 52,046
Contributions:
Employee ...................... 1,180,529
Employer ...................... 390,980 390,980
------------ ------------
Net assets available for benefits ... $145,628,926 $665,140,067
============ ============
</TABLE>
See accompanying notes to the financial statements.
5
<PAGE>
VIACOM INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1998
----------------------------
(continued on Page 7)
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------
Putnam Putnam Putnam Fund Putnam Certus Interest
Voyager Vista 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:
Employee ................................. $14,323,507 $ 9,091,748 $ 3,802,869
Employer .................................
Rollover ................................. 670,350 688,116 699,415
Investment income ............................ 12,616,453 $ 248,001 9,422,307 $ 84,632
Plan's interest in Master Trust
investment income .......................... 5,461,219
Net appreciation (depreciation) in
fair value of investments ................... 16,539,790 323,617 3,489,421 3,802
Interfund transfers and loan activity, net ... (3,837,273) 49,722 (4,378,506) (5,704) 8,825,304
------------ ----------- ----------- ----------- -----------
Total additions (deductions) .............. 40,312,827 621,340 18,313,086 82,730 18,788,807
------------ ----------- ----------- ----------- -----------
Deductions to net assets attributed to:
Participants benefits paid ................... 15,655,097 854,247 10,357,668 256,392 14,860,780
Plan expenses ................................ 15,853 57 9,584 18 21,653
------------ ----------- ----------- ----------- -----------
Total deductions .......................... 15,670,950 854,304 10,367,252 256,410 14,882,433
------------ ----------- ----------- ----------- -----------
Net increase (decrease) ................... 24,641,877 (232,964) 7,945,834 (173,680) 3,906,374
Transfer to other plan ........................... (37,181,269) (30,115,602) (35,742,504)
Net assets available for benefits,
beginning of year ......................... 124,193,615 3,598,512 86,752,687 1,392,901 88,479,921
------------ ----------- ----------- ----------- -----------
Net assets available for benefits, end of year ... $111,654,223 $ 3,365,548 $64,582,919 $ 1,219,221 $56,643,791
============ =========== =========== =========== ===========
<CAPTION>
---------------------------
Putnam Money
Market Europacific
Trust Growth Fund
----- -----------
<S> <C> <C>
Additions (deductions) to net assets
attributed to:
Contributions:
Employee ................................. $ 4,891,062
Employer .................................
Rollover ................................. 324,654
Investment income ............................ $ 17,774 1,981,450
Plan's interest in Master Trust
investment income ..........................
Net appreciation (depreciation) in
fair value of investments .................... 2,103,495
Interfund transfers and loan activity, net ... (31,945) (1,956,322)
----------- -----------
Total additions (deductions) .............. (14,171) 7,344,339
----------- -----------
Deductions to net assets attributed to:
Participants benefits paid ................... 51,836 3,182,997
Plan expenses ................................ 5 4,413
----------- -----------
Total deductions .......................... 51,841 3,187,410
----------- -----------
Net increase (decrease) ................... (66,012) 4,156,929
Transfer to other plan .......................... (9,371,837)
Net assets available for benefits,
beginning of year ......................... 420,028 27,237,315
----------- -----------
Net assets available for benefits, end of year ... $ 354,016 $22,022,407
=========== ===========
</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, 1998
----------------------------
(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:
Employee ............................ $ 3,169,070 $ 8,478,890 $ 2,857,507 $ 2,696,018 $ 5,045,228
Employer ............................
Rollover ............................ 291,727 499,999 434,927 296,990 282,438
Investment income ....................... 3,239,325 4,075,966 293,401 1,741,850 7,793 $ 1,580,734
Plan's interest in Master Trust
investment income ...................
Net appreciation (depreciation) in
fair value of investments ........... (53,804) 20,518,683 2,807,179 (704,081) 27,413,441
Interfund transfers and loan activity,
net ................................. (875,979) 2,493,510 6,493,843 232,552 (275,592) 224,105
----------- ----------- ----------- ----------- ----------- -----------
Total additions (deductions) ........ 5,770,339 36,067,048 12,886,857 4,263,329 32,473,308 1,804,839
----------- ----------- ----------- ----------- ----------- -----------
Deductions to net assets attributed to:
Participants benefits paid .............. 3,619,573 8,338,352 1,437,860 4,094,759 5,397,421 1,797,449
Plan expenses ........................... 10,032 11,473 1,036 2,574 2,622
----------- ----------- ----------- ----------- ----------- -----------
Total deductions .................... 3,629,605 8,349,825 1,438,896 4,097,333 5,400,043 1,797,449
----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) ............. 2,140,734 27,717,223 11,447,961 165,996 27,073,265 7,390
Transfer to other plan .................. (13,546,991) (28,845,979) (8,389,395) (11,611,139) (22,874,368) (5,373,108)
Net assets available for benefits,
beginning of year ................... 29,444,731 67,425,822 7,576,010 26,782,236 37,429,989 18,777,374
----------- ----------- ----------- ----------- ----------- -----------
Net assets available for benefits, end
of year. ............................ $18,038,474 $66,297,066 $10,634,576 $15,337,093 $41,628,886 $13,411,656
=========== =========== =========== =========== =========== ===========
<CAPTION>
Non-Participant
Directed
--------
Viacom Inc.
Common Stock
Fund Total
---- -----
<S> <C> <C>
Additions (deductions) to net assets
attributed to:
Contributions:
Employee ............................ $ 54,355,899
Employer ............................ $ 17,713,131 17,713,131
Rollover ............................ 4,188,616
Investment income ....................... 8,841,289 44,150,975
Plan's interest in Master Trust
investment income ................... 5,461,219
Net appreciation (depreciation) in
fair value of investments ........... 105,061,784 177,503,327
Interfund transfers and loan activity,
net ................................. (6,957,715) --
------------ ------------
Total additions (deductions) ........ 124,658,489 303,373,167
------------ ------------
Deductions to net assets attributed to:
Participants benefits paid .............. 23,039,113 92,943,544
Plan expenses ........................... 1,079,650 1,158,970
------------ ------------
Total deductions .................... 24,118,763 94,102,514
------------ ------------
Net increase (decrease) ............. 100,539,726 209,270,653
Transfer to other plan .................. (88,437,033) (291,489,225)
Net assets available for benefits,
beginning of year ................... 145,628,926 665,140,067
------------ ------------
Net assets available for benefits, end
of year. ............................ $157,731,619 $582,921,495
============ ============
</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, 1997
----------------------------
(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:
Employee .......................... $ 15,237,925 $ 9,051,632 $ 4,035,240
Employer ..........................
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 (deductions) ...... 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
============ =========== =========== =========== ============
<CAPTION>
-------------------------
Putnam Money
Market Europacific
Fund Growth Fund
---- -----------
<S> <C> <C>
Additions (deductions) to net assets
attributed to:
Contributions:
Employee .......................... $ 5,289,605
Employer ..........................
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 (deductions) ...... 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.
8
<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:
Employee ......................... $ 3,096,688 $ 7,466,756 $ 574,415 $ 2,814,084 $ 5,421,655
Employer .........................
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
activity, net ...................... (432,508) 1,331,396 6,460,173 (290,815) (1,060,681) 890,810
----------- ------------ ---------- ----------- ------------ -----------
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
=========== ============ ========== =========== ============ ===========
<CAPTION>
Non-Participant
Directed
--------
Viacom Inc.
Common Stock
Fund Total
---- -----
<S> <C> <C>
Additions (deductions) to net assets
attributed to:
Contributions:
Employee ......................... $ 52,988,000
Employer ......................... $ 15,519,294 15,519,294
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
activity, net ...................... (753,692) --
------------ ------------
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.
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.
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. 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 (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.
On October 26, 1998 and November 27, 1998, the Company completed the sale of its
music retail stores ("Music") to Wherehouse Entertainment, Inc. and its
educational, professional and reference publishing businesses ("Non-Consumer
Publishing") to Pearson plc, respectively. As a result, the Plan was amended
such that the plan participants employed in these businesses were deemed to be
fully vested in the value of their accrued benefits as of the respective dates
of disposition.
Subsequent to the Music sale, the Plan participants from the Music business were
entitled to the normal payment options offered to terminated employees.
On December 31, 1998, all of the assets held for the Plan participants from the
Non-Consumer Publishing business, except for the assets held in the Certus
Interest Income Fund, were transferred to a qualified plan sponsored by Pearson
plc; the assets held in the Certus Interest Income Fund were transferred on
January 27, 1999.
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, 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.
Investment and participant accounts
Putnam Fiduciary Trust Company (the "Trustee") is the trustee and custodian of
Plan assets.
10
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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 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. The fund is designed for investors seeking long-term
growth of capital from a portfolio primarily consisting of quality common
stocks.
Putnam Voyager Fund
This fund seeks capital appreciation by investing in a combination of stocks of
smaller companies expected to grow over time as well as stocks of larger, more
established corporations. The fund is designed for investors seeking a
diversified portfolio offering 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. Its performance will fluctuate with the value of the foreign exchange
markets and the underlying stocks.
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 and Income
This fund seeks capital growth and current income. The fund is designed for
investors seeking long-term growth of capital from a portfolio primarily
consisting of attractively priced stocks, offering the opportunity for capital
growth while also providing current income.
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
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 investment contracts consist of
benefit responsive wrapper contracts 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.
Investment elections are required to be in multiples of 5% of the amount
contributed 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 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 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 8 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.
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 may elect repayment periods
from twelve to sixty months through payroll deductions commencing as soon as
administratively possible following the distribution
12
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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.
A new Plan participant 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 $10,000 and $9,500 for 1998 and 1997,
respectively. Total compensation considered under the plan, based on IRC limits,
may not exceed $160,000 for 1998 and 1997. 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
will vest 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
other defined contribution plans which were merged with and into the Plan
effective January 1, 1996, will be covered by the vesting schedules in effect at
that time if they are 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 pay administrative expenses and to fund
future employer matching contributions. Employer matching contributions of
$1,138,762 and $785,420 during the years ended December 31, 1998 and December
31, 1997, respectively, were forfeited by terminating employees before those
amounts became vested.
13
<PAGE>
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 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 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 vested portion 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.
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, 1998 and 1997. The loans outstanding as of December
31, 1998 and 1997 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 divided income is recorded on
the ex-dividend date.
14
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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.
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.
NOTE 3 - SUBSEQUENT EVENTS
Effective May 1, 1999, the Plan participants from Blockbuster Inc. ("Blockbuster
Participants"), a subsidiary of the Company, became covered by the Blockbuster
Investment Plan, a defined contribution 401(k) plan sponsored by Blockbuster
Inc. On April 30, 1999, the Plan's account balances of all Blockbuster
Participants were transferred to the Blockbuster Investment Plan. Generally, the
terms of the Blockbuster Plan are similar to those of the Plan.
On April 8, 1999, Viacom Inc. moved the listing of its stock to the New York
Stock Exchange from the American Stock Exchange, Inc.
On February 25, 1999, the Board of Directors of Viacom Inc. declared a 2-for-1
common stock split, effected in the form of a dividend. The additional shares
were issued on March 31, 1999 to shareholders of record on March 15, 1999. All
common share and per share amounts have been adjusted to reflect the stock split
for all periods presented.
15
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - INVESTMENTS
Individual investments that represent greater than 5% of net assets available
for benefits are identified below:
December 31,
------------
1998 1997
---- ----
Viacom Inc. Class B Common Stock............. $185,784,356 $173,098,699
Putnam Voyager Fund.......................... 111,423,581 123,864,587
Plan's interest in Master Trust.............. 92,315,381 88,386,734
Putnam Fund for Growth and Income............ 64,456,221 86,556,539
Putnam Investors Fund........................ 66,158,631 67,246,352
During 1998 and 1997 the Plan's investments (including investments bought, sold
and held during the year) appreciated (depreciated), as follows:
Year Ended December 31,
-----------------------
1998 1997
---- ----
Putnam Voyager Fund........................... $ 16,539,790 $ 19,762,227
Putnam Vista Fund............................. 323,617 748,941
Putnam Fund for Growth and Income............. 3,489,421 5,801,340
Putnam U.S. Government Income Trust........... 3,802 38,504
Europacific Growth Fund....................... 2,103,495 (76,754)
George Putnam Fund of Boston.................. (53,804) 2,452,942
Putnam Investors Fund......................... 20,518,683 10,582,763
Putnam S&P 500 Index Fund..................... 2,807,179 385,476
Putnam Income Fund............................ (704,081) 400,588
Viacom Inc. Common Stock...................... 132,475,225 29,769,420
------------ ------------
Net appreciation ......................... $177,503,327 $ 69,865,447
============ ============
16
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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 were as follows:
<TABLE>
<CAPTION>
Net Assets Total Net
Available for Assets
Benefits per Available for
Fund Total Units Unit Benefits
---- ----------- ---- --------
<S> <C> <C> <C>
At December 31, 1998:
- ---------------------
Participant Directed:
Putnam Voyager Fund .................. 5,001,058 22.33 $111,654,223
Putnam Vista Fund .................... 254,195 13.24 3,365,548
Putnam Fund for Growth and Income .... 3,141,141 20.56 64,582,919
Putnam U. S. Government Income Trust.. 92,928 13.12 1,219,221
Certus Interest Income Fund .......... 56,643,791 1.00 56,643,791
Putnam Money Market Fund ............. 354,016 1.00 354,016
Europacific Growth Fund .............. 772,889 28.49 22,022,407
George Putnam Fund of Boston ......... 994,168 18.14 18,038,474
Putnam Investors Fund ................ 4,452,128 14.89 66,297,066
Putnam S&P 500 Index Fund ............ 365,092 29.13 10,634,576
Putnam Income Fund ................... 2,206,849 6.95 15,337,093
Viacom Inc. Common Stock Fund ........ 1,115,883 37.31 41,628,886
Loan Fund ............................ -- -- 13,411,656
Non-Participant Directed:
Viacom Inc. Common Stock Fund ........ 4,245,370 37.15 157,731,619
------------
$582,921,495
============
At 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 and 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 ........ 1,786,014 20.96 37,429,989
Loan Fund ............................ -- -- 18,777,374
Non-Participant Directed:
Viacom Inc. Common Stock Fund ........ 6,958,995 20.93 145,628,926
------------
$665,140,067
============
</TABLE>
17
<PAGE>
VIACOM INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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:
<TABLE>
<CAPTION>
December 31,
------------
1998 1997
---- ----
<S> <C> <C>
Net assets available for benefits per the financial statements ........ $ 582,921,495 $ 665,140,067
Amounts allocated to withdrawing participants ......................... (826,511) (3,626,021)
------------- -------------
Net assets available for benefits per the Form 5500 ................... $ 582,094,984 $ 661,514,046
============= =============
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 1998:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements ............ $ 92,943,544
Add: Amounts allocated to withdrawing participants
at December 31, 1998 ............................................... 826,511
Less: Amounts allocated to withdrawing participants
at December 31, 1997 ............................................... (3,626,021)
-------------
Benefits paid to participants per the Form 5500 ....................... $ 90,144,034
=============
</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, 1998 but are not paid as of that date.
NOTE 6 - INCOME TAX STATUS
The Plan, as amended through January 1, 1998, received a favorable determination
letter from the Internal Revenue Service, dated January 22, 1998, with respect
to the qualified status of the Plan under Section 401(a) of the IRC and is,
therefore, 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 - 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
NOTE 8 - INVESTMENT IN MASTER TRUST
The value of the Plan's interest in the total investments of the Master Trust
was 99.4% at December 31, 1998 and 1997, and the allocated share of investment
income was 99.4% and 99.1% for the respective years then ended.
The following table presents the fair value of investments of the Master Trust:
December 31,
------------
1998 1997
---- ----
Guaranteed investment contracts ........... $ 54,001,585 $ 41,304,438
Synthetic investment contracts ............ 22,521,317 41,580,832
Putnam short-term investment fund ......... 16,355,305 6,049,215
Payable to other plan ..................... (35,742,504) --
------------ ------------
Net Investments in Master Trust ..... $ 57,135,703 $ 88,934,485
============ ============
Investment income of the Master Trust is as follows:
Year ended December 31,
-----------------------
1998 1997
---- ----
Guaranteed investment contracts ........... $ 3,570,814 $ 2,092,953
Synthetic investment contracts ............ 1,566,581 3,086,620
Putnam short-term investment fund ......... 446,025 560,118
Investment manager fees ................... (89,454) (97,518)
------------ ------------
Net Investment Income ........... $ 5,493,966 $ 5,642,173
============ ============
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,
1998 and 1997, the fair value of such assets in the aggregate was $94,226,538
and $90,618,702 respectively, with an average yield of 6.31% and 6.42%,
respectively. The return on assets for the year ended December 31, 1998 and 1997
was 6.46% and 6.61%, 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.
On January 27, 1999, as a result of the sale of Non-Consumer Publishing to
Pearson plc described in Note 1, the Plan transferred the assets held in the
Master Trust for the participants of Non-Consumer Publishing totaling
$35,851,372 to a qualified plan sponsored by Pearson plc, including investment
income earned subsequent to year end through the transfer date.
19
<PAGE>
SCHEDULE I
VIACOM INVESTMENT PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
-----------------
<TABLE>
<CAPTION>
(c) Unit/ Principal
Amount/Shares/
Maturity and (d) Cost of (e) Current
(a) (b) Identity of issue, borrowing lessor or similar party Interest Rates Acquisitions Value
---------------------------------------------------- -------------- ------------ -----
<S> <C> <C> <C> <C>
Registered Investment Companies:
* Putnam Voyager Fund.................................... 5,001,058 $101,537,028 $111,423,581
* Putnam Vista Fund...................................... 254,195 3,225,014 3,365,548
* Putnam Fund for Growth and Income...................... 3,141,141 66,779,418 64,456,221
* Putnam U.S. Government Income Trust................... 92,928 1,203,388 1,219,221
* Putnam Money Market Trust.............................. 354,016 354,016 354,016
Europacific Growth Fund................................ 772,889 20,127,564 21,950,038
* George Putnam Fund of Boston........................... 994,168 18,641,219 17,974,563
* Putnam Investors Fund.................................. 4,452,128 54,287,082 66,158,631
* Putnam S&P 500 Index Fund.............................. 365,092 8,753,877 10,562,118
* Putnam Income Fund..................................... 2,206,849 15,655,468 15,293,462
Common Stock Fund:
* Viacom Inc. Class A Common Stock....................... 337,830 5,054,640 12,425,813
* Viacom Inc. Class B Common Stock....................... 5,021,200 96,250,185 185,784,356
Investments in Other................................... 2,223 202,297 606,828
Plan's interest in Master Trust:
Certus Interest Income Fund............................ 92,315,381 92,315,381 92,315,381
Various maturities
* Loans to participants..................................... and interest rates 13,379,773
------------
Total investments............ $617,269,550
============
</TABLE>
* Identified as a party-in-interest to the Plan.
S-1
<PAGE>
Schedule II
VIACOM INVESTMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
----------------------------
<TABLE>
<CAPTION>
Expenses Current Value
Incurred of Asset on
Description of Purchase Selling Lease with Cost of Transaction Net Gain
Identity of Party Involved Asset Price Price Rental Transaction Asset Date (Loss)
- -------------------------- ----- ----- ----- ------ ----------- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Single Transactions:
Viacom Inc. Class B........ 2,991,260 units $101,889,791 N/A N/A $56,486,009 $101,889,791 $45,403,782
Putnam Voyager Fund........ 1,670,462 units $34,444,918 N/A N/A $33,949,203 $34,444,918 $495,715
Series Transactions:
Putnam Voyager Fund........ 1,595,340 units $33,301,245 N/A N/A $33,301,245
3,015,823 units $62,248,241 N/A N/A $61,143,517 $62,248,241 $1,104,724
Putnam Fund for Growth
& Income................. 1,202,401 units $24,734,239 N/A N/A $24,734,239
2,486,725 units $50,320,901 N/A N/A $52,939,145 $50,320,901 ($2,618,244)
Putnam Investors Fund...... 1,733,765 units $22,618,426 N/A N/A $22,618,426
3,264,720 units $44,223,160 N/A N/A $39,858,077 $44,223,160 $4,365,083
</TABLE>
S-2
<PAGE>
Schedule II
VIACOM INVESTMENT PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS (continued)
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Expenses Current Value
Incurred of Asset on
Description of Purchase Selling Lease with Cost of Transaction Net Gain
Identity of Party Involved Asset Price Price Rental Transaction Asset Date (Loss)
- -------------------------- ----- ----- ----- ------ ----------- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series Transactions
(continued):
Viacom Inc. Class B........ 1,305,320 units $35,947,420 N/A N/A $35,947,420
4,638,954 units $149,219,871 N/A N/A $89,667,764 $149,219,871 $59,552,107
</TABLE>
The above transactions and series of transactions are in excess of 5 percent of
the current value of the Plan's assets as of December 31, 1997 as defined in
section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA.
All of the above are parties-in-interest.
S-3
<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 28, 1999, included in part (a) of this Form 11-K as listed in
the accompanying index.
PricewaterhouseCoopers LLP
New York, New York
June 28, 1999
