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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
__________________
FORM 11-K
(Mark One)
/ X / Annual Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the period ended December 31, 1999 Commission file number 1-9553
OR
/ / Transition Report Pursuant to Section 15(d) of the Securities Exchange
Act of 1934
WESTINGHOUSE SAVINGS PROGRAM
________________________________________________________________
(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)
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<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Table of Contents
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Schedule:
Schedule of Assets Held for Investment Purposes 12
</TABLE>
Exhibit:
I- Consent of Independent Auditors
All other schedules required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security Act
of 1974, (ERISA) have been omitted because there is no information to report.
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 undesigned, hereunto duly authorized.
Westinghouse Savings Program
By: /s/ A.G. Ambrosio
-------------------------------
A.G. Ambrosio
Date: June 15, 2000 Plan Administrator
<PAGE>
Independent Auditors' Report
To the Participants and Administrator of the
Westinghouse Savings Program:
We have audited the accompanying statements of net assets available for benefits
of the Westinghouse Savings Program (the Plan) as of December 31, 1999 and 1998,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1999. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the year ended December 31, 1999, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedule has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG LLP
Pittsburgh, Pennsylvania
June 15, 2000
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
(In thousands)
<TABLE>
<CAPTION>
1999 1998
--------------------- ---------------------
<S> <C> <C>
Investments, at fair value (note 4):
CBS common stock $ 235,281 303,061
Registered investment companies 640,486 981,167
Loans to participants 4,380 31,923
Interest-bearing cash 4,422 21
------------------- ---------------------
884,569 1,316,172
Investments, at contract value:
Beneficial interest in the Master Trust,
net of fees (note 5) 1,839,422 2,498,477
------------------- ---------------------
Total investments 2,723,991 3,814,649
Receivables:
Rollover contributions 364 617
Net receivables from investment activity 2,296 11,375
------------------- ---------------------
Total receivables 2,660 11,992
------------------- ---------------------
Total assets 2,726,651 3,826,641
Liabilities:
Investment manager fees payable (177) --
Plan transfer (note 7) -- (101,885)
------------------- ---------------------
Total liabilities (177) (101,885)
------------------- ---------------------
Net assets available for benefits $ 2,726,474 3,724,756
===================== =====================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 1999
(In thousands)
<TABLE>
<S> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments 162,521
Interest and dividends 19,078
Net investment gain from the Master Trust (note 5) 97,731
-----------------------
Total investment gain 279,330
Contributions:
Participants 14,680
Employer cash 3,841
Rollovers and trust-to-trust transfers 18,868
-----------------------
Total contributions 37,389
Other 37
-----------------------
Total additions 316,756
Deductions from net assets attributed to:
Benefits paid to participants (402,896)
-----------------------
Total deductions (402,896)
-----------------------
Net decrease (86,140)
Plan transfers, net (note 7) (912,142)
-----------------------
(998,282)
Net assets available for benefits:
Beginning of year 3,724,756
-----------------------
End of year 2,726,474
=======================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1999 and 1998
(In thousands)
(1) Description of Operations and Summary of Significant Accounting Policies
CBS Corporation (the Corporation or CBS, formerly Westinghouse Electric
Corporation), one of the largest radio and television broadcasters in the
United States, is the Plan Sponsor of the Westinghouse Savings Plan. During
recent years, the Corporation has redefined its business portfolio and
future direction in its transformation to a pure media company. As the
Corporation redefined its business portfolio, a significant number of
businesses were identified as non-strategic and consequently divested.
(a) Basis of Accounting
The financial statements of the Plan are prepared under the accrual
basis of accounting.
(b) Investments
The Plan's shares of common stock and registered investment companies
are presented at fair market value, which is based on published market
quotations. Guaranteed investment contracts with insurance companies
and synthetic guaranteed investment contracts held in the Westinghouse
Savings Program Master Trust (Master Trust), in which the Plan's Fixed
Income Fund has a beneficial interest, are presented at contract
value. Loans to participants are valued at cost, which approximates
fair value.
(c) Measurement Date
Purchases and sales of securities are recorded on a trade-date basis.
(d) Dividends
Dividends on the Plan's shares of common stock and registered
investment companies are credited to each participant's account, as
appropriate, for shares held as of the date of record.
(e) Payment of Benefits
Benefits are recorded when paid.
4 (Continued)
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1999 and 1998
(In thousands)
(f) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements and the reported amounts of
Plan activity during the reporting period. Actual results could differ
from those estimates.
(g) Reclassification
Pursuant to the adoption of SOP 99-3, certain information for 1998 has
been reclassified to conform to the 1999 presentation.
(2) Description of the Plan
The following description of the Plan provides only general information.
Participants should refer to the Plan document or the Summary Plan
Description for a more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan. It is subject to the
provisions of ERISA. All represented and nonrepresented employees of
the Corporation, other than employees eligible to participate in other
plans sponsored by the Corporation, or its designated subsidiaries or
designated joint ventures, are eligible to participate in the Plan.
Leased employees and employees of excluded units are not eligible to
participate in the Plan.
(b) Contributions and Withdrawals
Plan participants may elect to contribute 2% to 20% of their base
earnings on either a pre-tax or after-tax basis or a combination
thereof, subject to IRS limitations. The Corporation matches
contributions in an amount equal to 50% of the first 6% of the
participant's base earnings contributed. Beginning January 1, 1997,
the employer matching contributions for non-union employees are made
to the CBS Common Stock Fund and may, at the discretion of the Plan
Administrator, be either in the form of the Corporation's common stock
or in cash.
5 (Continued)
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1999 and 1998
(In thousands)
Participants may elect for their contributions to be invested in 1%
increments in any of eleven investment options. The eleven investment
options include the Fixed Income Fund, the CBS Common Stock Fund and
the following registered investment companies: the Fidelity Growth and
Income Fund, the BT Investment Equity 500 Index Fund (BT Index Fund),
the American Century Ultra Fund (Ultra Fund), the Janus Fund, the BT
Investment Lifecycle Long Range Fund (BT Lifecycle Long Range Fund),
the J.P. Morgan Institutional Diversified Fund (JPM Diversified Fund),
the J.P. Morgan Institutional International Equity Fund (JPM
International Fund), the BT Investment Lifecycle Mid Range Fund (BT
Lifecycle Mid Range Fund), and the BT Investment Lifecycle Short Range
Fund (BT Lifecycle Short Range Fund).
All participants are permitted to make withdrawals from the Plan
subject to provisions in the Plan document. Inactive or terminated
participants have several payment options, detailed in the Plan
document.
(c) Loans
Loans are made available to all participants on a nondiscriminatory
basis subject to the provisions in the Plan document. The amount of a
loan generally cannot exceed the lesser of $50 or one-half of a
participant's total vested account balance. Loans bear interest at a
fixed rate. The rate is determined as the prime rate in effect on the
last business day of the quarter prior to the loan origination date
plus 1%. All loans are subject to specific repayment terms and are
secured by the participant's nonforfeitable interest in his/her
account equivalent to the principal amount of the loan.
(d) Rollovers and Trust-to-Trust Transfers
Corporation employees and retirees may elect to transfer savings from
other plans that are qualified by the IRS into the Plan. Rollovers and
trust-to-trust transfers represent funds transferred from the
Westinghouse Pension Plan or other qualified plans to the Plan.
6 (Continued)
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1999 and 1998
(In thousands)
(e) Vesting and Forfeitures
Participant contributions to the Plan plus actual earnings thereon are
fully vested and nonforfeitable. If an employee had eligible service
before January 1, 1989, the employer matching contributions plus
actual earnings thereon are also vested. Employees hired on or after
January 1, 1989 must complete five years of eligibility service to
become vested in the employer matching contributions plus actual
earnings thereon. If a participant terminates employment prior to
completing five years of eligibility service, the current value of
their employer matching contributions will be forfeited. Forfeited
contributions are used to reduce future employer matching
contributions. In 1999, employer contributions were reduced by $273
($866 in 1998) from forfeited nonvested accounts.
(f) Plan Expenses
The Corporation is responsible for the general administration of the
Plan and for carrying out the provisions thereof. The investment
assets of the Plan are administered by a trustee appointed by the
Financial and Administrative Managers of the Plan. With the exception
of investment manager fees, which are paid by the Plan, expenses of
the Plan are borne by the Corporation.
(g) Plan Termination
Although the Corporation does not intend to terminate the Plan, the
Corporation has the right to terminate the Plan at any time subject to
provisions of collective bargaining agreements. If such termination
occurs, all amounts credited to participants' accounts shall become
vested and be distributed as soon as practicable.
7 (Continued)
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1999 and 1998
(In thousands)
(3) Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits as
reflected in the financial statements to the Form 5500 for the 1999 and
1998 Plan years:
<TABLE>
<CAPTION>
1999 1998
----------------- -----------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 2,726,474 3,724,756
Amounts allocated to withdrawing
participants (3,714) (3,886)
----------------- -----------------
Net assets available for benefits per the
Form 5500 $ 2,722,760 3,720,870
================= =================
</TABLE>
The following is a reconciliation of benefits paid to participants as
reflected in the financial statements to the Form 5500 for the 1999 Plan
year:
<TABLE>
<S> <C>
Benefits paid to participants per the financial statements $ 402,896
Add amounts allocated to withdrawing participants
as of December 31, 1999 3,714
Less amounts allocated to withdrawing participants
as of December 31, 1998 (3,886)
----------------
Benefits paid to participants per the Form 5500 $ 402,724
================
</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, but not yet paid as of that date.
8 (Continued)
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1999 and 1998
(In thousands)
(4) Investments
The following table presents the values of investments that represent 5% or
more of the Plan's net assets as of December 31, 1999 and 1998.
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1999 1998
-----------------------------------
<S> <C> <C>
Beneficial interest in the Master Trust $ 1,839,422 2,498,477
CBS common stock 235,281 303,061
Fidelity Growth and Income Fund 162,512 312,851
BT Index Fund 163,341 252,878
Janus Fund 158,748 N/A
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
in value by $162,521 as follows:
<TABLE>
<CAPTION>
1999
--------------
<S> <C>
Registered investment companies $ 91,324
CBS common stock 71,197
--------------
$ 162,521
==============
</TABLE>
(5) Master Trust
As of December 31, 1999, the Master Trust includes the Fixed Income Fund of
the Plan, as well as the Fixed Income Fund of another plan sponsored by the
Corporation. The Master Trust is administered by Deutsche Bank (formerly
Bankers Trust) and governed by the Westinghouse Savings Program Master
Trust Agreement. Although assets in the Master Trust are commingled, the
trustee maintains records of contributions received from and distributions
made to the Master Trust for each participating plan. As of December 31,
1999 and 1998, the Plan's beneficial interest in the net assets of the
Master Trust was approximately 99.99%. Net assets and net investment income
are allocated by the trustee to each plan based on the beneficial interest
of each plan to the total beneficial interests of the participating plans
on a daily basis.
9 (Continued)
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1999 and 1998
(In thousands)
The following table presents the values of investments in the Master Trust as of
December 31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
--------------------------- ---------------------------
Contract Market Contract Market
value Value value value
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Guaranteed investment contracts $ 119,095 115,376 449,428 450,678
Synthetic guaranteed investment
Contracts 1,656,675 1,680,106 1,955,176 2,023,929
Cash 64,095 64,095 94,322 94,322
------------- ------------ ------------- ------------
Master Trust $ 1,839,865 1,859,577 2,498,926 2,568,929
============= ============ ============= ============
</TABLE>
Market values of investments in the Master Trust are based on quoted market
prices or on discounted cash flow analysis utilizing estimated current market
interest rates.
The contract value of the Master Trust excludes accrued investment consulting
fees for the Fixed Income Fund payable to the Bankers Trust Company.
Synthetic guaranteed investment contracts utilize benefit-responsive wrapper
contracts issued by various third-party issuers. The wrapper contracts provide
market and cash flow risk protection to the Plan and provide for the execution
of participant initiated transactions in the Plan at contract value. The
synthetic guaranteed investment contracts may invest in derivatives and include
collateralized mortgage obligations (CMOs), real estate investment conduits
(REMICs), other mortgage derivatives, call/put options on Treasury securities
and U.S. Treasury bond futures contracts. The notional and fair values of these
derivatives, as estimated by the trustee and various investment managers, are
$229,883 and $218,609 as of December 31, 1999, and $457,775 and $394,233 as of
December 31, 1998, respectively.
The aggregate investment gain from the Master Trust for the year ended December
31, 1999, of $98,295 is solely comprised of interest income. Certain expenses of
the Master Trust are deducted from the aggregate investment gain.
The average blended yield of all the investment contracts as of December 31,
1999 and 1998, was 6.08% and 6.41%, respectively, while the annual one year
return for the years ended December 31, 1999 and 1998, was 6.08% and 6.54%,
respectively.
10 (Continued)
<PAGE>
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
Notes to Financial Statements
December 31, 1999 and 1998
(In thousands)
(6) Federal Income Taxes
A favorable determination letter was received from the Internal Revenue
Service on September 25, 1997, stating that the Plan and related trust are
qualified under Section 401(a) of the Code, and the related trust is exempt
from tax under Section 501(a) of the Code. In the opinion of the Plan
Administrator, the Plan has operated in accordance with the terms of the
Plan and in conformity with the applicable requirements of the Code.
Accordingly, the accompanying financial statements do not include a
provision for federal income taxes.
(7) Transfer of Assets
During 1999, the Corporation continued to divest a significant number of
businesses identified as non-strategic. This divestiture activity resulted
in transfers out of the Plan of $912,142 for the year ended December 31,
1999.
During June 1999, the Plan transferred assets to a plan sponsored by
Emerson Electric and other plans in connection with the divestiture of the
Process Control Division (PCD) which occurred in November 1998. As of
December 31, 1998, the accrued balance of $101,885 was recorded as a
liability on the statement of net assets available for benefits.
(8) Subsequent Events
As of December 31, 1999, the Plan had approximately two hundred active
contributing participants remaining. On January 5, 2000, the Corporation
transferred these contributing participants' assets in the amount of $8,252
to another plan sponsored by the Corporation.
On May 4, 2000, CBS was merged with and into Viacom Inc. Each share of CBS
common stock held by the Plan was converted into 1.085 shares of Viacom
Class B common stock. Plan provisions and investment options have remained
the same and employer contributions are now being invested in Viacom Class
B common stock.
11
<PAGE>
Schedule 1
CBS CORPORATION
WESTINGHOUSE SAVINGS PROGRAM
EIN: 25-0877540
Plan Number: 002
Schedule of Assets Held for Investment Purposes
December 31, 1999
(In thousands)
<TABLE>
<CAPTION>
Description of investment including
Identity of issue, borrower, lessor maturity date, rate of interest, Current
or similar party collateral, par or maturity value value
---------------------------------------- ------------------------------------------------------ ---------------
<S> <C> <C>
* CBS Corporation Common stock $ 235,281
Registered investment companies:
Fidelity Investments Fidelity Growth and Income Fund 162,512
* Bankers Trust Company BT Index Fund 163,341
American Century Investments Ultra Fund 110,280
Janus Capital Corporation Janus Fund 158,748
* Bankers Trust Company BT Lifecycle Long Range Fund 10,005
J.P. Morgan JPM Diversified Fund 9,630
J.P. Morgan JPM International Fund 9,434
* Bankers Trust Company BT Lifecycle Mid Range Fund 10,046
* Bankers Trust Company BT Lifecycle Short Range Fund 6,490
---------------
640,486
* Mellon Bank WSP Proprietary Cash Fund 4,422
* Participant loans Participant loans with various rates of interest (7%
to 10%) and various maturity dates through 2004 4,380
---------------
$ 884,569
===============
</TABLE>
* Party-in-interest
See accompanying independent auditors' report.
12
