UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 11-K
| x | ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-32686
VIACOM 401(k) PLAN
(Full title of the Plan)
VIACOM INC.
(Name of issuer of the securities held pursuant to the plan)
1515 Broadway
New York, NY 10036
(Address of principal executive offices)
FINANCIAL STATEMENTS AND EXHIBIT
DECEMBER 31, 2006
INDEX
| Pages | ||
| 1 | ||
| Financial Statements: |
||
| Statement of Net Assets available for Benefits at December 31, 2006 |
2 | |
| Statement of Changes in Net Assets Available for Benefits for the Year ended December 31, 2006 |
3 | |
| 4 –12 | ||
| Schedules | ||
| Supplemental Schedule: |
||
| S-1 –S-8 | ||
| All other schedules required by Sector 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure Under the Employee Retirement Income Security Act of 1974 are omitted as not applicable or not required. |
||
| S – 9 | ||
| Exhibit: |
||
| 23.1 Consent of Independent Registered Public Accounting Firm |
||
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
Viacom 401(k) Plan:
In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Viacom 401(k) Plan (the “Plan”) at December 31, 2006, and the changes in net assets available for benefits for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit 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.
| /s/ PRICEWATERHOUSECOOPERS LLP |
| New York, New York |
| June 28, 2007 |
1
VIACOM 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
| December 31, 2006 | |||
| Assets |
|||
| Cash and cash equivalents |
$ | 75 | |
| Investments: |
|||
| Investments, at fair value |
433,799 | ||
| Fully benefit-responsive investment contracts, at fair value |
53,443 | ||
| Total investments |
487,242 | ||
| Receivables: |
|||
| Employee contributions |
66 | ||
| Employer contributions |
23 | ||
| Due from broker for securities sold |
787 | ||
| Investment income |
381 | ||
| Total receivables |
1,257 | ||
| Total assets |
488,574 | ||
| Liabilities |
|||
| Accrued expenses and other liabilities |
284 | ||
| Due to broker for securities purchased |
742 | ||
| Total liabilities |
1,026 | ||
| Net assets reflecting all investments at fair value |
487,548 | ||
| Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
410 | ||
| Net assets available for benefits |
$ | 487,958 | |
See accompanying notes to financial statements.
2
VIACOM 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(In thousands)
| Year Ended December 31, 2006 | |||
| Additions to net assets attributed to: |
|||
| Investment income: |
|||
| Dividends |
$ | 3,334 | |
| Interest |
3,524 | ||
| Net appreciation in fair value of investments |
40,639 | ||
| Total investment income |
47,497 | ||
| Contributions: |
|||
| Employee |
41,747 | ||
| Employer |
14,928 | ||
| Rollover |
4,177 | ||
| Total contributions |
60,852 | ||
| Received from prior trustee/custodian (Note 1) |
386,101 | ||
| Plan transfers and mergers (Note 2) |
33,862 | ||
| Total additions |
528,312 | ||
| Deductions from net assets attributed to: |
|||
| Benefits paid to participants |
39,142 | ||
| Plan expenses |
1,212 | ||
| Total deductions |
40,354 | ||
| Net increase |
487,958 | ||
| Net assets available for benefits, beginning of year |
0 | ||
| Net assets available for benefits, end of year |
$ | 487,958 | |
See accompanying notes to financial statements.
3
VIACOM 401(k) PLAN
(Tabular dollars in thousands)
NOTE 1—THE SEPARATION
On December 31, 2005, Viacom Inc. (“Viacom” or the “Company”) became a stand-alone public company in connection with its separation from the former Viacom Inc. (“Former Viacom”), which is now known as CBS Corporation (“CBS Corp.”). In connection with the separation, each share of Former Viacom Class A common stock was converted into the right to receive 0.5 of a share of Viacom Class A common stock and 0.5 of a share of CBS Corp. Class A common stock. Similarly, each share of Former Viacom Class B common stock was converted into the right to receive 0.5 of a share of Viacom Class B common stock and 0.5 of a share of CBS Corp. Class B common stock.
Viacom established the Viacom 401(k) Plan, effective as of January 1, 2006. In January 2006, net assets of approximately $386 million held in accounts for approximately 16,700 participants were transferred out of the Former Viacom 401(k) Plan (now known as the CBS 401(k) Plan) and into the Viacom 401(k) Plan (the “Plan”).
NOTE 2—PLAN DESCRIPTION
The following is a brief description of the Plan and is provided for general information only. Participants should refer to the Plan document and the Summary Plan Description made available to them for more complete information regarding the Plan.
The Plan, sponsored by the Company, is a defined contribution plan offered on a voluntary basis to substantially all of the Company’s employees. The Plan is subject to the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and is administered by the Viacom Retirement Committee, the members of which were appointed by the Company’s Board of Directors (the “Board”).
Related Party Transactions
Mellon Bank, N.A. (the “Trustee”) is the trustee and custodian of the Plan. Certain Plan investment options include funds managed by the Trustee or companies affiliated with the Trustee and therefore those investments are considered a “party-in-interest” as such term is defined in ERISA. In addition, Viacom’s Executive Chairman of the Board and Founder, Sumner Redstone also serves as the Executive Chairman of the Board and Founder of CBS Corp. As such, certain Plan investments in shares of Viacom and CBS Corp. qualify as a party-in-interest.
Eligibility
Eligible full-time employees may become participants in the Plan following the attainment of age 21. Prior to January 1, 2007, certain part-time, freelance or project-based employees were eligible to participate in the Plan on the first of the month after attainment of age 21 and completion of one thousand hours of service within a consecutive twelve-month period. Effective January 1, 2007, freelance and project-based employees of MTV Networks are eligible to participate in the Plan beginning on the first day of the calendar quarter coincident with or following the achievement of 1 year of service and the attainment of age 21. A year of service is measured under the elapsed time method of service crediting.
4
VIACOM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)
Plan Transfers and Mergers
Effective February 1, 2006, all active participants in the iFilm Corporation 401(k) Profit Sharing Plan & Trust (the “iFilm Plan”) became eligible to participate in the Plan. Effective after the close of business on May 31, 2006, the assets and liabilities of the iFilm Plan were merged into the Plan.
Effective June 25, 2006, all active participants in the DreamWorks 401(k) Plan (the “DreamWorks Plan”) became eligible to participate in the Plan. Effective after the close of business on June 30, 2006, the assets and liabilities of the DreamWorks Plan were merged into the Plan.
Effective July 1, 2006, all active participants in the Xfire Inc. 401(k) Plan (the “Xfire Plan”) became eligible to participate in the Plan. Effective after the close of business on November 30, 2006, the assets and liabilities of the Xfire Plan were merged into the Plan.
In connection with these plan transfers and mergers, participants’ accounts of approximately $33.9 million were transferred to funds in the Plan that the Viacom Investments Committee, the members of which were appointed by the Board, determined to be of similar nature to the funds in the merged plans.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the employer matching contributions and the participant’s share of the Plan’s income or losses in the investment options, net of certain plan expenses.
Plan participants have the option of investing their contributions and existing account balances among fifteen investment options. These investment options include separately managed investment portfolios, common/collective trust funds, registered investment companies (mutual funds) and Viacom Class B common stock. Some plan participants are invested in Viacom Class A common stock, but that fund is closed to new investment. Some plan participants also continue to be invested in CBS Corp. Class A and Class B common stock as a result of the separation, but those funds have been closed to new investment since January 1, 2006. The Plan intends to eliminate the CBS Corp. Class A and Class B common stock funds in 2007 and redirect the invested funds into other investment options.
Participants may also elect to open a self-directed brokerage account (“SDA”). Participants may not contribute directly to the SDA, but may transfer balances to the SDA from other investment funds except the INVESCO Stable Value Fund (“INVESCO Fund”). A participant may transfer up to 25% of his or her account balance (net of any loans) to the SDA. The initial transfer to the SDA may not be less than $2,500 and subsequent individual transfers may not be less than $1,000.
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 Code limitations set forth below. Any eligible full-time employee is deemed to have authorized the Company to make before-tax contributions in the Plan in an amount equal to 5% of the employee’s eligible compensation upon his or her date of hire. Effective April 1, 2007, any newly eligible freelance or project-based employee of MTV Networks is deemed to have authorized the Company to make before-tax contributions in the Plan in an amount equal to 5% of the employee’s eligible compensation. Any such deemed authorization takes effect following the 45th day the employee becomes eligible to participate in the Plan. However, a deemed authorization does not take effect if, during the 45-day period, the employee elects not to participate in the Plan or to participate at a different contribution rate.
5
VIACOM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)
The Code limited the amount of annual participant contributions that can be made on a before-tax basis to $15,000 for 2006. Total compensation considered under the Plan based on Code limits could not exceed $220,000 for 2006. The Code also limited annual aggregate participant and employer contributions to the lesser of $44,000 or 100% of compensation in 2006. All contributions made to the Plan on an annual basis may be further limited due to certain non-discrimination tests prescribed by the Code.
In 2006, the Compensation Committee of the Board set the employer performance-based matching contribution at 60% of the first 5% of eligible compensation contributed on a before-tax basis. Effective February 1, 2007, the Compensation Committee approved amendments adopted by the Viacom Retirement Committee that established a fixed matching contribution equal to 60% of the first 5% of eligible compensation contributed on a before tax-basis.
Employer matching contributions are initially invested entirely in Viacom Class B common stock. All participants may transfer the employer matching contributions out of Viacom Class B common stock to any other investment fund offered under the Plan.
All participants who have attained age 50 before the close of the calendar year are eligible to make catch-up contributions. These contributions are not treated as matchable contributions. Catch-up contributions can be made if the eligible participants made the maximum contribution permitted under the Plan for a plan year. The limit for catch-up contributions was $5,000 in 2006.
Vesting
Participants in the Plan are immediately vested in their own contributions and earnings thereon. Employer matching contributions vest at 20% per year of service, becoming fully vested after five years of service. Transition rules apply to participants of plans that were merged into the Plan. 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 may be used to reduce future employer matching contributions and to pay administrative expenses. Employer matching contributions of approximately $550,000 were forfeited in 2006. The Company utilized forfeitures of approximately $97,000 to pay administrative expenses during 2006. As of December 31, 2006, the Company had forfeitures of approximately $747,000 available to be used as noted above which includes interest earned on forfeitures of $24,000 and a carryover forfeiture credit of approximately $270,000 from the CBS 401(k) Plan.
Loans to Participants
Participants may request a loan of up to 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 one percentage point above the annual prime commercial rate (as published in the Wall Street Journal) on the first day of the calendar month in which the loan is approved, with principal and interest payable not less than quarterly through payroll deductions. Only one loan may be outstanding at any time. Participants may elect repayment periods from 12 to 60 months commencing as soon as administratively possible following the distribution of the loan. The Plan allows participants to elect a repayment term of up to 300 months for loans used for the acquisition of a principal residence. Repayments of loan principal and interest are allocated in accordance with the participant’s then current investment elections.
Loans outstanding of $6.5 million carried interest rates ranging from 4% to 12% as of December 31, 2006.
6
VIACOM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)
Distributions and Withdrawals
Earnings on both employee and employer contributions are not subject to income tax until they are distributed or withdrawn from the Plan.
Participants in the Plan, or their beneficiaries, may receive their vested account balances in a lump sum or in installments over a period of up to 20 years in the event of retirement, termination of employment, disability or death. Participants must receive a required minimum distribution upon attainment of age 70 1/2 unless they are still employed.
Participants in the Plan may withdraw all of their after-tax and rollover contributions at any time. Upon attainment of age 59 1/2, participants may withdraw all or part of their before-tax contributions and earnings thereon. The Plan limits participants to a maximum of two withdrawals in each calendar year.
A participant may obtain a financial hardship withdrawal of the vested portion of employer matching contributions and before-tax contributions provided that the requirements for hardship are met and only to the extent required to relieve such financial hardship. There is no restriction on the number of hardship withdrawals permitted.
When a participant terminates employment with the Company, the full value of the employee contributions and earnings thereon plus the value of all vested employer contributions and earnings thereon can be rolled over to a tax qualified retirement plan or an Individual Retirement Account or remain in the Plan rather than being distributed. If the vested account balance is $1,000 or less and the participant does not make an election to rollover the vested balance, it will be automatically paid in a single lump sum cash payment and taxes will be withheld from the distribution.
Plan Expenses
The fees for investment of Plan assets are charged to the Plan’s investment funds. Certain administrative expenses, such as legal and accounting fees, may be paid by the Plan using forfeitures as described above or may be paid by the Company. Recordkeeping and Trustee fees are paid from participant accounts. For 2006, $100,900 was paid to the trustee and $343,200 to the recordkeeper for such services.
NOTE 3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements are prepared on the accrual basis of accounting.
Effective December 31, 2006, the Plan adopted FASB Staff Position (“FSP”) NOS. AAG INV-1 and Statement of Position 94-1-1 (“SOP 94-1-1”), Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans. This FSP amends the guidance in AICPA Statement of Position 94-4, Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined-Contribution Pension Plans, with respect to the definition of fully benefit-responsive and the presentation and disclosure of fully benefit-responsive investment contracts.
7
VIACOM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)
Contract value is the relevant measurement attribute for that portion of the net assets available for plan benefits of a defined-contribution plan attributable to fully benefit-responsive contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Plan invests in investment contracts through the INVESCO Fund. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the INVESCO Fund from fair value to contract value for fully benefit-responsive investment contracts. The Statement of Net Assets Available for Benefits is prepared on a contract value basis.
For additional information regarding the Plan’s fully benefit-responsive investment contracts, please refer to Note 8.
Investment Valuation and Income Recognition
Short-term money market obligations are carried at amortized cost, which approximates fair value due to the short-term maturity of these investments. Investments in registered investment companies and in corporate common stocks are reported at fair value based on quoted market prices on national securities exchanges. The fair values of investments in common/collective trust funds are determined by each fund’s trustee based upon the fair value of the underlying securities based on quoted market prices on national securities exchanges. Participant loans are recorded at cost, which approximates fair value. Cash and cash equivalents are valued at cost plus accrued interest. Interest income is accrued as earned and dividend income is recorded on the ex-dividend date.
The INVESCO Fund (“the Fund”) invests primarily in fully benefit-responsive investment contracts such as traditional guaranteed investment contracts (GICs) and wrapper contracts (also known as synthetic GICs). In a traditional GIC, the issuer takes a deposit from the Fund and purchases investments that are held in the issuer’s general account. The issuer is contractually obligated to repay the principal and a specified rate of interest guaranteed to the Fund.
In a wrapper contract structure, the underlying investments are owned by the Fund and held in trust for plan participants and are of high quality fixed income securities or investment funds. The Fund purchases a wrapper contract from an insurance company or bank. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying fixed income investments; typically over the expected duration of the investment through adjustments to the future interest crediting rate (which is the rate earned by participants in the fund for the underlying investments which resets on a monthly basis). The issuer of the wrapper contract provides assurance that the adjustments to the interest crediting rate do not result in a future interest crediting rate that is less than zero. An interest crediting rate less than zero would result in a loss of principal or accrued interest.
The key factors that influence future interest crediting rates for a wrapper contract include: the level of market interest rates, the amount and timing of participant activity into/out of the wrapper contract, the investment returns generated by the fixed income investments that back the wrapper contract, and the duration of the underlying investments backing the wrapper contract.
Changes in market interest rates affect the yield to maturity and the market value of the underlying investments; therefore, they can have a material impact on the wrapper contract’s interest crediting rate. In addition, participant withdrawals and transfers from the Fund are paid at contract value but funded through the market value liquidation of the underlying investments, which also impacts the interest credit rating. The resulting gains and losses in the market value of the underlying investments relative to the wrapper contract value are represented on the Statement of Net Assets Available for Benefits as the “Adjustment from Fair Value to Contract Value for fully benefit-responsive investment contracts”. If the Adjustment from Fair Value to Contract Value is positive for a given contract, this indicates that the wrapper contract value is greater than the market value of the underlying investments. The embedded market value losses will be amortized in the future through a lower interest credit rate than would otherwise be the case. If the Adjustment
8
VIACOM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)
from Fair Value to Contract Value is negative, this indicates that the wrapper contract value is less than the market value of the underlying investments. The amortization of the embedded market value gains will cause the future interest crediting rate to be higher than it otherwise would have been.
All wrapper contracts provide for a minimum interest crediting rate of zero percent. In the event that the interest crediting rate should fall to zero and the requirements of the wrapper contract are satisfied, the wrapper issuers will pay to the Plan the shortfall needed to maintain the interest crediting rate at zero. This ensures that participants’ principal and accrued interest is protected.
See Note 8 for a listing of the fully benefit-responsive investment contracts.
Security Transactions
Purchases and sales of securities are recorded on the trade date. The average cost basis is used to determine gains or losses on security dispositions.
Included in the Statement of Changes in Net Assets Available for Benefits is the net appreciation (depreciation) in the fair value of the Plan’s 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 accounting principles generally accepted in the United States of America requires the Plan to make estimates and assumptions, such as those regarding fair value of investments, 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 4—RISKS AND UNCERTAINTIES
The Plan provides for various investment options. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of such securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.
9
VIACOM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)
NOTE 5—INVESTMENTS
Individual investments representing 5% or more of the Plan’s net assets available for benefits are identified below:
| At December 31, 2006 | |||
| Viacom Class B Common Stock |
$ | 63,735 | |
| Barclays Global Investors S&P 500 Index Fund |
$ | 51,047 | |
| Capital Guardian International Equity Fund |
$ | 37,748 | |
| CBS Corp. Class B Common Stock |
$ | 32,315 | |
During the year ended December 31, 2006 the Plan’s investments (including gains and losses on investments bought, sold and held during the year) appreciated as follows:
| Registered investment companies (mutual funds) |
$ | 6,921 | |
| Corporate common stocks |
15,304 | ||
| Common/collective trusts |
18,265 | ||
| Other assets |
149 | ||
| Net appreciation in fair value of investments |
$ | 40,639 | |
NOTE 6—INCOME TAX STATUS
The Plan will be submitted on or before January 31, 2008 to the Internal Revenue Service (“IRS”) for a determination that the Plan satisfies the requirements of Section 401(a) of the Code and that the trust thereunder is exempt from federal income taxes under the provisions of Section 501(a) of the Code. The Plan Administrator and the Plan’s counsel believe that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Code.
NOTE 7—TERMINATION PRIORITIES
Although the Company anticipates that the Plan will continue indefinitely, it reserves the right by action of its Board to amend or terminate the Plan provided that such action does not retroactively reduce earned participant benefits.
In the event of Plan termination, participants become fully vested. Upon termination, the Plan provides that the net assets of the Plan would be distributed to participants based on their respective account balances.
10
VIACOM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)
NOTE 8—INVESTMENT IN FULLY BENEFIT-RESPONSIVE INVESTMENT CONTRACTS
The following table details the individual synthetic guaranteed investment contracts at fair value and their adjustment to contract value of $53.9 million held by the INVESCO Fund:
| Contract Issuer |
Security Name |
Issuer Ratings |
Investments at Fair Value |
Wrap Contracts at Fair Value |
Adjustment to Contract Value |
|||||||||
| Bank of America |
Wrapper |
AA/Aa1 | $ | 0 | ||||||||||
| IGT AAA Asset-Backed Securities Fund |
$ | 11,991 | ||||||||||||
| 11,991 | 0 | $ | (19 | ) | ||||||||||
| ING |
Wrapper |
0 | ||||||||||||
| IGT INVESCO Multi-Mgr A or Better Interm. G/C Fund |
AA/Aa3 | 9,602 | ||||||||||||
| 9,602 | 0 | 110 | ||||||||||||
| Monumental |
Wrapper |
AA/Aa3 | 0 | |||||||||||
| IGT INVESCO Multi-Mgr A or Better Interm. G/C Fund |
9,604 | |||||||||||||
| 9,604 | 0 | 110 | ||||||||||||
| Rabobank |
Wrapper |
AAA/Aaa | 0 | |||||||||||
| Cash on Hand |
289 | |||||||||||||
| USTN 3.125 4-09 (CUSIP: 912828CE8) |
1,328 | |||||||||||||
| 1,617 | 0 | (3 | ) | |||||||||||
| State Street |
Wrapper |
AA/Aa2 | 0 | |||||||||||
| IGT INVESCO Short-term Bond Fund |
12,396 | |||||||||||||
| 12,396 | 0 | 103 | ||||||||||||
| UBS AG |
Wrapper |
AA+/Aa2 | 0 | |||||||||||
| IGT INVESCO Multi-Mgr A or Better Core Fund |
8,233 | |||||||||||||
| 8,233 | 0 | 109 | ||||||||||||
| Total |
$ | 53,443 | $ | 0 | $ | 410 | ||||||||
The Company does not expect any employer initiated events that may cause premature liquidation of a contract at market value. The average yield was approximately 5.01% for 2006 and crediting interest rates were approximately 5.16% at December 31, 2006.
VIACOM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Tabular dollars in thousands)
NOTE 9—RECONCILIATION OF FINANCIAL STATEMENTS TO IRS FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
| December 31, 2006 | ||||
| Net assets available for benefits per the financial statements |
$ | 487,958 | ||
| Amounts allocated to withdrawing participants |
(463 | ) | ||
| Net assets available for benefits per the Form 5500 |
$ | 487,495 | ||
The following is a reconciliation of benefits paid to participants as reflected in the financial statements to the Form 5500:
| Year Ended December 31, 2006 | |||
| Benefits paid to participants per the financial statements |
$ | 39,142 | |
| Add: Amounts allocated to withdrawing participants at December 31, 2006 |
463 | ||
| Benefits paid to participants per the Form 5500 |
$ | 39,605 | |
Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that were processed and approved for payment prior to December 31, 2006 but were not paid as of that date.
12
Page 1 of 8
VIACOM 401(k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
(In thousands)
| Identity of issuer, borrower, lessor or similar party |
Description of investment including maturity date, rate of interest, |
Cost (1) | Current Value | ||||
| Self Directed Accounts |
$ | 1,811 | |||||
| Corporate Common Stocks |
|||||||
| Accenture LTD Bermuda CL A |
730 | ||||||
| Acxiom Corp. Com |
59 | ||||||
| Adobe Sys Inc Del Com |
1,696 | ||||||
| Advanced Med Optics Inc |
74 | ||||||
| Aegon N V American Reg Shr |
398 | ||||||
| Aeropostale Inc. |
25 | ||||||
| AGL Res Inc. |
253 | ||||||
| Airgas Inc. |
41 | ||||||
| Akzo Nobel N.V. Adr |
609 | ||||||
| Albemarle Corp. |
29 | ||||||
| Alcoa Inc Com |
180 | ||||||
| Alliance Data Sys Corp. Com |
287 | ||||||
| Alliant Techsystems Inc Com |
86 | ||||||
| Altera Corp. Com |
294 | ||||||
| AMB PPTYS Corp. Com |
147 | ||||||
| America Movil SAB De C V |
286 | ||||||
| American Eagle Outfitters New |
206 | ||||||
| American PWR Conversion Corp. |
275 | ||||||
| American Tower Corp. |
602 | ||||||
| Americredit Corp. Com |
179 | ||||||
| Amerigroup Corp. |
219 | ||||||
| Amphenol Corp. New CL A |
50 | ||||||
| Amylin Pharmaceuticals Inc Com |
296 | ||||||
| AnnTaylor Stores Corp. Com |
207 | ||||||
| Arrow Electrs Inc Com |
28 | ||||||
| Arvinmeritor Inc Com |
38 | ||||||
| Associated Banc Corp. Com |
70 | ||||||
| Astrazeneca PLC Sponsored ADR |
1,438 | ||||||
| AT&T Inc Com |
443 | ||||||
| Autodesk Inc Com |
1,585 | ||||||
| Automatic Data Processing Inc |
514 | ||||||
| Avaya Inc Com |
242 | ||||||
| Avon Prods Inc Com |
330 | ||||||
| Baker Hughes Inc Com |
650 | ||||||
| Bank of Hawaii Corp. |
92 | ||||||
| Becton Dickinson & Co Com |
203 | ||||||
| Belo Corporation |
15 | ||||||
| Berkley W R Com |
266 | ||||||
| BMC Software Inc Com |
264 | ||||||
| Boeing Co Com |
2,319 | ||||||
| Brinker Intl Inc Com |
299 | ||||||
| Bristol Myers Squibb Co Com |
395 | ||||||
S-1
Schedule H, line 4i
Page 2 of 8
VIACOM 401(k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
(In thousands)
| Identity of issuer, borrower, lessor or similar party |
Description of investment including maturity date, rate of interest, |
Cost (1) | Current Value | |||
| C H Robinson Worldwide Inc |
114 | |||||
| Cadence Design Sys Inc. Com |
14 | |||||
| Camden PPTY TR Shs Ben Int |
52 | |||||
| Cameco Corp. |
1,504 | |||||
| Capital One Finl Corp. |
807 | |||||
| Cardinal Health Inc Com |
1,127 | |||||
| Carlisle Cos Inc Com |
126 | |||||
| * CBS Corp. Class A Common Stock |
781 | |||||
| * CBS Corp. Class B Common Stock |
32,315 | |||||
| Cemex SAB De CV Spons Adr New |
152 | |||||
| Chevron Corporation Com |
1,397 | |||||
| Chicago Mercantile Exch Hldgs |
856 | |||||
| Chubb Corp. Com |
476 | |||||
| Cisco Sys Inc Com |
2,161 | |||||
| Citigroup Inc Com |
1,058 | |||||
| Comcast Corp. New CL A |
1,862 | |||||
| Commerce BanCorp. Inc NJ |
1,233 | |||||
| Commercial Metals Co |
54 | |||||
| Commscope Inc Com |
219 | |||||
| Computer Sciences Corp. Com |
491 | |||||
| Compuware Corp. |
131 | |||||
| Conocophillips |
755 | |||||
| Corporate Executive BD Co Com |
371 | |||||
| CSG Sys Intl Inc |
59 | |||||
| CYTYC Corp. Com |
127 | |||||
| Danaher Corp. Com |
1,093 | |||||
| Dell Inc Com |
517 | |||||
| Diebold Inc |
9 | |||||
| Disney Walt Co Com |
1,007 | |||||
| Dollar Tree Stores Inc |
108 | |||||
| Dow Chemical Co Com |
999 | |||||
| Duke Energy Corp. New Com |
355 | |||||
| Dun & Bradstreet Corp. Del New |
66 | |||||
| Ebay Inc Com |
1,175 | |||||
| Echostar Communications Corp. |
285 | |||||
| Edwards A G Inc. Com |
139 | |||||
| Edwards Life Sciences Corp. Com |
56 | |||||
| Elan Corp. PLC Adr |
348 | |||||
| Electronic Data Sys Corp. New |
603 | |||||
| EMC Corp. Mass |
541 | |||||
| Energy East Corp. Com |
191 | |||||
| Equifax Inc. Com |
715 |
S-2
Schedule H, line 4i
Page 3 of 8
VIACOM 401(k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
(In thousands)
| Identity of issuer, borrower, lessor or similar party |
Description of investment including maturity date, rate of interest, |
Cost (1) | Current Value | |||
| Equity Office PPTYS TR Com |
448 | |||||
| Exxon Mobil Corp. |
498 | |||||
| F5 Network Inc. Com |
134 | |||||
| Federated Dept Stores Inc. Del |
328 | |||||
| Fedex Corp. Com |
978 | |||||
| First Marblehead Corp. |
71 | |||||
| FirstEnergy Corp. Com |
205 | |||||
| Fluor Corp. New Com |
1,431 | |||||
| FMC Corp. New Com |
84 | |||||
| Franklin Res Inc. Com |
1,548 | |||||
| Freeport McMoran Copper & Gold |
394 | |||||
| GAP Inc. Com |
419 | |||||
| General Dynamics Corp. Com |
1,633 | |||||
| General Electric Co Corp. |
2,188 | |||||
| Genlyte Group Inc. Co. |
39 | |||||
| Genuine Parts Co. Com |
432 | |||||
| Genworth Finl Inc |
222 | |||||
| Gilead Sciences Inc. Com |
286 | |||||
| GlaxoSmithKline PLC Sponsored |
580 | |||||
| Goldman Sachs Group Inc. |
331 | |||||
| Google Inc. CL A |
1,773 | |||||
| Graco Inc. Com |
162 | |||||
| Grant Prideco Inc. Com |
231 | |||||
| Greater Bay BanCorp. Com |
103 | |||||
| Halliburton Co Com |
938 | |||||
| Harley Davidson Inc. Com |
555 | |||||
| Harris Corp. Del Com |
216 | |||||
| Harte-Hanks Inc. Com |
30 | |||||
| HCC Ins Hldg. Inc. Com |
241 | |||||
| Health Mgmt Assoc Inc New CL A |
236 | |||||
| Health Net Inc Com Stk |
117 | |||||
| Henry Jack & Assoc Inc. Com |
34 | |||||
| Herman Miller Inc. Com |
145 | |||||
| Hewlett Packard Co Com |
2,148 | |||||
| Hillenbrand Inds Inc Com |
63 | |||||
| Hitachi Ltd Adr 10 |
437 | |||||
| Honda Mtr Ltd Adr |
316 | |||||
| Hormel Foods Corp. Com |
134 | |||||
| Hospitality PPTYS TR Com SHS |
209 | |||||
| Hunt J B Trans Svcs Inc |
75 | |||||
| Ida Corp. Inc. Com |
77 | |||||
| Indymac BanCorp. Inc Com |
253 | |||||
| Ingram Micro Inc CL A Com |
116 |
S-3
Schedule H, line 4i
Page 4 of 8
VIACOM 401(k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
(In thousands)
| Identity of issuer, borrower, lessor or similar party |
Description of investment including maturity date, rate of interest, |
Cost (1) | Current Value | |||
| Integrated Device Tech Inc. |
8 | |||||
| International Game Technology |
389 | |||||
| International Paper Co. Com |
188 | |||||
| Interpublic Group Cos Inc Com |
245 | |||||
| Intersil Corp. CL A |
172 | |||||
| Intuitive Surgical Inc |
96 | |||||
| ITT EDL Svcs Inc Com |
246 | |||||
| Jack in the Box Inc Com |
67 | |||||
| Jacobs Engr Group Inc. Com |
220 | |||||
| Jefferies Group Inc New Com |
64 | |||||
| Joy Global Inc |
795 | |||||
| Knight Cap Group Inc. |
117 | |||||
| Koninklijke Philips Electrs NV |
225 | |||||
| Lam Resh Corp. Com |
294 | |||||
| Liberty Media Hldg Corp. |
130 | |||||
| Liberty Media Hldg Corp. Cap |
197 | |||||
| Lifepoint Hosps Inc Com |
148 | |||||
| Lincare Hldgs Inc. Com |
299 | |||||
| Lincoln Elec Hldgs Inc. Com |
36 | |||||
| Linear Technology Corp. Com |
805 | |||||
| Lowes Corp. Com |
481 | |||||
| Lyondell Chemical Co Com |
38 | |||||
| Manpower Inc Wis |
763 | |||||
| Masco Corp. Com |
418 | |||||
| Matsushita Elec Ind Spon ADR |
1,005 | |||||
| MBIA Inc Com |
183 | |||||
| McDonalds Corp. Com |
1,263 | |||||
| Medtronic Inc Com |
2,727 | |||||
| Memc Electronics Materials |
114 | |||||
| Mentor Graphics Corp. Com |
121 | |||||
| Meredith Corp. Com |
28 | |||||
| Mettler-Toledo Intl Inc |
32 | |||||
| Microchip-Technology Inc. Com |
62 | |||||
| Millennium Pharmaceuticals Inc. |
259 | |||||
| Moneygram Intl Inc. |
41 | |||||
| Monsanto Co New Com |
497 | |||||
| Monster Worldwide Inc. Com |
978 | |||||
| Moodys Corp. Inc. |
791 | |||||
| Motorola Inc. Com |
1,497 | |||||
| MPS Group Inc |
104 | |||||
| MSC Indl Direct Inc. CL A |
207 | |||||
| Mylan Labs Inc PA Com |
96 | |||||
| NASDAQ Stk Mkt Inc Com Stk |
1,028 |
S-4
Schedule H, line 4i
Page 5 of 8
VIACOM 401(k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
(In thousands)
| Identity of issuer, borrower, lessor or similar party |
Description of investment including maturity date, rate of interest, |
Cost (1) | Current Value | |||
| National Fuel Gas Co N J |
139 | |||||
| National Instrs Corp. Com |
52 | |||||
| NBTY Inc |
42 | |||||
| NCR Corp. New |
210 | |||||
| Network Appliance Inc Com |
2,219 | |||||
| New Plan excel Rlty Tr Inc Com |
170 | |||||
| Newport Corp. Com |
75 | |||||
| News Corporation CL A |
1,441 | |||||
| Nike Inc CL B Com |
248 | |||||
| Noble Energy Inc |
132 | |||||
| Nordson Corp. |
50 | |||||
| Nortel Networks Corp. New Com |
61 | |||||
| Nova Chemicals Corp. Com |
95 | |||||
| Occidental Pete Corp. Com |
670 | |||||
| Odyssey Re Hldgs Corp. Com |
26 | |||||
| Ohio Cas Corp. |
125 | |||||
| Old Rep Intl Corp. Com |
44 | |||||
| Olin Corp. Com Par $1.00 |
101 | |||||
| Oneok Inc New Com |
306 | |||||
| Oracle Corporation Com |
1,489 | |||||
| Oshkosh Truck Corp. CL B |
169 | |||||
| Overseas Shipholding Grp Inc. |
51 | |||||
| Packaging Corp. Amer Com |
190 | |||||
| Patterson Uti Energy Inc Com |
163 | |||||
| Pepco Hldgs Inc. |
57 | |||||
| PepsiAmericas Inc Com |
67 | |||||
| Pepsico Inc Com |
646 | |||||
| Perrigo Co Com |
114 | |||||
| Pfizer Inc Com Stk USD 0.05 |
1,425 | |||||
| Pioneer Nat Res Co |
56 | |||||
| Pitney Bowes Inc Com |
351 | |||||
| Plains Exploration & Prodtn |
14 | |||||
| PMI Group Inc. |
24 | |||||
| PNM Res Inc. |
118 | |||||
| Pogo Production Co Com |
102 | |||||
| Polycom Inc. |
22 | |||||
| Potash Corp. Sask Inc Com |
253 | |||||
| Precision Castparts Corp. |
94 | |||||
| Puget Energy Inc New |
41 | |||||
| Radian Group Inc |
221 | |||||
| Rayonier Inc. Com |
209 | |||||
| Real Networks Inc. Com |
50 | |||||
| Rent A Ctr Inc New Com |
153 | |||||
| Republic Svcs Inc Com |
85 |
S-5
Schedule H, line 4i
Page 6 of 8
VIACOM 401(k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
(In thousands)
| Identity of issuer, borrower, lessor or similar party |
Description of investment including maturity date, rate of interest, |
Cost (1) | Current Value | |||
| Rohm & Haas Co Com |
383 | |||||
| Ross Stores Inc Com |
281 | |||||
| Royal Dutch Shell Plc |
566 | |||||
| Ruby Tuesday Inc. |
55 | |||||
| Safeco Corp. Com |
313 | |||||
| Sandisk Corp. |
504 | |||||
| Sanofi-Aventis ADR |
2,700 | |||||
| Scana Corp. New Com |
65 | |||||
| Schein Henry Inc. Com |
78 | |||||
| Schering Plough Corp. Com |
2,250 | |||||
| Schlumberger Ltd Com |
379 | |||||
| SEI Investment Co Com |
42 | |||||
| Semtech Corp. |
20 | |||||
| Sensient Technologies Corp. Com |
89 | |||||
| Sierra Pac Res New Com |
209 | |||||
| Sony Corp. Amern SH New ADR |
1,186 | |||||
| Sotheby’s Com Shs |
146 | |||||
| Sprint Nextel Corp. Com Ser 1 |
491 | |||||
| St Jude Med Inc Com |
432 | |||||
| St Paul Companies Inc |
966 | |||||
| StanCorp. Finl Group Inc Com |
81 | |||||
| Starwood Hotels & Resorts Com |
676 | |||||
| State Street Corp. |
735 | |||||
| Steel Dynamics Inc Com |
305 | |||||
| Steris Corp. Com |
18 | |||||
| Sun Microsystems Inc Com |
340 | |||||
| SVB Finl Group |
37 | |||||
| Swift Transn Inc Com |
144 | |||||
| Sybase Inc Com |
131 | |||||
| Symantec Corp. Com |
412 | |||||
| TCF Finl Corp. |
159 | |||||
| Techne Corp. Com |
94 | |||||
| Telephone & Data Sys Inc Com |
92 | |||||
| Thermo Fisher Scientific |
412 | |||||
| Thomas & Betts Corp. Com |
180 | |||||
| Thomson |
98 | |||||
| Thor Inds Inc Com |
75 | |||||
| Tidewater Inc Com |
227 | |||||
| Time Warner Inc |
1,372 | |||||
| Timken Co |
82 | |||||
| Transaction Systems Architects |
29 | |||||
| Trinity Inds Inc |
194 | |||||
| TXU Corp. |
912 | |||||
| Tyco Intl Ltd New Com |
684 | |||||
| UBS AG Shs New |
1,952 |
S-6
Schedule H, line 4i
Page 7 of 8
VIACOM 401(k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
(In thousands)
| Identity of issuer, borrower, lessor or similar party |
Description of investment including maturity date, rate of interest, |
Cost (1) | Current Value | |||
| Unilever N V New York Shs New |
501 | |||||
| Union Pac Corp. Com |
1,104 | |||||
| United Parcel Svc Inc CL B |
1,185 | |||||
| UnitedHealth Group Inc Com |
2,443 | |||||
| UT Starcom Inc Com |
38 | |||||
| Valspar Corp. |
152 | |||||
| Varian Med Sys Inc Com |
28 | |||||
| * Viacom Class A Common Stock |
1,053 | |||||
| * Viacom Class B Common Stock |
63,735 | |||||
| Vishay Intertechnology Inc |
45 | |||||
| Vodafone Group PLC New |
542 | |||||
| Volvo Aktiebolaget ADR B |
248 | |||||
| Wachovia Corp. New Com |
1,306 | |||||
| Wal Mart Stores Inc Com |
1,624 | |||||
| Waste Mgmt Inc Del Com |
548 | |||||
| Weingarten Rlty Invs Sh Ben |
69 | |||||
| Wellpoint Inc. |
787 | |||||
| Wells Fargo & Co New Com |
356 | |||||
| Werner Enterprises Inc Com |
47 | |||||
| Western Digital Corp. Del Com |
227 | |||||
| Western Un Co Com |
692 | |||||
| Whole Foods Mkt Inc. |
276 | |||||
| Williams Sonoma Inc Com |
201 | |||||
| Wisconsin Energy Corp. Com |
24 | |||||
| Wyeth |
458 | |||||
| Xerox Corp. Com |
678 | |||||
| Total Corporate Common Stocks |
222,534 | |||||
| Registered Investment Companies |
||||||
| DFA U.S. Small Cap Fund |
21,670 | |||||
| Vanguard FTSE Social Index Fund |
1,893 | |||||
| Vanguard Lifestrategy Conservative Growth Fund |
5,512 | |||||
| Vanguard Lifestrategy Moderate Growth Fund |
21,017 | |||||
| Vanguard Lifestrategy Growth Fund |
17,240 | |||||
| Total Registered Investment Companies |
67,332 | |||||
S-7
Schedule H, line 4i
Page 8 of 8
VIACOM 401(k) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2006
(In thousands)
| Identity of issuer, borrower, lessor or similar party |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
Cost (1) | Current Value | ||||||
| Common/Collective Trusts and GICs |
|||||||||
| Barclays Global Investors S&P 500 Index Fund |
51,047 | ||||||||
| Capital Guardian Emerging Markets Equity Fund |
18,755 | ||||||||
| Capital Guardian International Equity Fund |
37,748 | ||||||||
| * EB Temporary Investment Fund |
5,441 | ||||||||
| * Mellon Capital Tactical Asset Allocation Fund |
2,349 | ||||||||
| * Mellon Bank EB SMAM Aggregate Bond Index Fund |
20,283 | ||||||||
| Bank of America—Contract #05-066 |
IGT INVESCO AAA ABS; Evergreen | 11,991 | |||||||
| Bank of America Wrapper at Fair Value, plus Adjustment to Contract Value, Synthetic GIC |
(19 | )(2) | |||||||
| ING Life & Annuity – Contract #60125 |
IGT MxMgr A+ Int G/C; Evergreen | 9,602 | |||||||
| ING Life & Annuity Wrapper at Fair Value, plus Adjustment to Contract Value, Synthetic GIC |
110 | (2) | |||||||
| Monumental – Contract #MDA00730TR |
IGT MxMgr A+ Int G/C; Evergreen | 9,604 | |||||||
| Monumental Wrapper at Fair Value, plus Adjustment to Contract Value, Synthetic GIC |
110 | (2) | |||||||
| State Street Bank – Contract #106001 |
IGT INVESCO ShrtTm Bond; Evergreen | 12,396 | |||||||
| State Street Bank Wrapper at Fair Value, plus Adjustment to Contract Value, Synthetic GIC |
103 | (2) | |||||||
| UBS AG – Contract #5213 |
IGT MxMgr A+ Core; Evergreen | 8,233 | |||||||
| UBS AG Wrapper at Fair Value, plus Adjustment to Contact Value, Synthetic GIC |
109 | (2) | |||||||
| Total Common/Collective Trusts and GICs |
187,449 | ||||||||
| Other Assets |
|||||||||
| Rabobank Nederland – Contract #VIA010601 |
Cash; STIF | 289 | 289 | ||||||
| USTN 3.125 4-09; Cusip# 912828CE8; coupon 3.13; 4/15/2009 |
1,315 | 1,328 | |||||||
| Rabobank Nederland Wrapper at Fair Value, plus Adjustment to Contract Value |
Synthetic GIC | (3 | )(2) | ||||||
| Total Other Assets |
1,604 | 1,617 | |||||||
| Loans to Participants |
Various maturities and interest rates ranging from 4% to 12% |
6,499 | |||||||
| Grand Total |
$ | 1,604 | $ | 487,242 | |||||
| * |
Identified as a party-in-interest to the Plan. |
| (1) |
There are no non-participant directed investments. |
| (2) |
Amounts represent adjustment to contract value totaling $410,000 and are not included in the totals. |
S-8
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 401(k) PLAN | ||||
| Date: June 28, 2007 |
By: |
/s/ John R. Jacobs | ||
| John R. Jacobs | ||||
| Member of the Retirement Committee | ||||
S-9