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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2001.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 001-9553
(A) FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT
OF THE ISSUER NAME BELOW.
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(k) PLAN
(B) NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS
OF ITS PRINCIPAL EXECUTIVE OFFICE:
VIACOM INC.
1515 BROADWAY, NEW YORK, NY 10036
REQUIRED INFORMATION
(a) FINANCIAL STATEMENTS. FILED AS PART OF THIS REPORT ON FORM 11-K ARE THE
FINANCIAL STATEMENTS AND THE SCHEDULES THERETO OF THE INFINITY BROADCASTING
CORPORATION UNION EMPLOYEES' 401(k) PLAN AS REQUIRED BY FORM 11-K, TOGETHER WITH
THE REPORT THEREON OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT AUDITORS, DATED
JUNE 18, 2002.
(b) EXHIBITS. A CONSENT OF PRICEWATERHOUSECOOPERS LLP IS BEING FILED AS EXHIBIT
23.1 TO THIS REPORT.
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INFINITY BROADCASTING
CORPORATION UNION
EMPLOYEES' 401(K) PLAN
DECEMBER 31, 2001 AND 2000
INFINITY BROADCASTING CORPORATION
UNION EMPLOYEES' 401(K) PLAN
TABLE OF CONTENTS
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PAGE(S)
Report of Independent Accountants 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULE
Schedule of Assets Held at End of Year 10
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.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Infinity Broadcasting Corporation Union Employees' 401(k) Plan:
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Infinity Broadcasting Corporation Union Employees' 401(k) Plan (the "Plan")
at December 31, 2001 and 2000, and the changes in net assets available for
benefits for the year ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the 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 our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule 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. This
supplemental schedule is the responsibility of the Plan's management. This
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.
/s/ PricewaterhouseCoopers LLP
New York, New York
June 18, 2002
INFINITY BROADCASTING CORPORATION 2
UNION EMPLOYEES' 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
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2001 2000
Assets:
Investments, at fair value $ 800,372 $1,243,424
Investment in master trust units 466,037 --
Receivables:
Contributions receivable - participants 5,658 3,051
Contributions receivable - employer 27,701 20,719
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TOTAL RECEIVABLES 33,359 23,770
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NET ASSETS AVAILABLE FOR BENEFITS $1,299,768 $1,267,194
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The accompanying notes are an integral part of these financial statements.
INFINITY BROADCASTING CORPORATION 3
UNION EMPLOYEES' 401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2001
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Additions to net assets attributed to:
Investment income:
Net depreciation in fair value of investments $ (178,036)
Interest and dividends 16,377
Plan's interest in master trust units 24,206
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(137,453)
Contributions:
Participants 183,849
Employer 27,701
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211,550
TOTAL ADDITIONS 74,097
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Deductions from net assets attributed to:
Benefits paid to participants 41,523
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NET INCREASES 32,574
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Net assets available for benefits:
Beginning of year 1,267,194
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End of year $ 1,299,768
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The accompanying notes are an integral part of these financial statements.
INFINITY BROADCASTING CORPORATION 4
UNION EMPLOYEES' 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF PLAN
The following brief description of the Infinity Broadcasting
Corporation ("Infinity" or the "Company") Union Employees' 401(k) Plan
(the "Plan") is provided for general informational purposes only.
Participants should refer to the Plan document for more complete
information. Infinity Broadcasting Corporation is a wholly-owned
subsidiary of Viacom Inc. ("Viacom").
(A) GENERAL
The Plan, which became effective on January 1, 1988, is a
defined-contribution plan available to all eligible union
employees of Infinity and its designated affiliates, and is
subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
(B) ELIGIBILITY
All employees of the Company covered under a collective
bargaining agreement which provides for participation in the Plan
become eligible to participate in the Plan 60 days from the entry
date coinciding with or following the date of attaining age 21
and completion of a year of service, as defined in the Plan
agreement.
(C) CONTRIBUTIONS
PARTICIPANTS
Participants may elect to defer on a before-tax basis, in
multiples of 2%, up to 20% of their compensation per pay period
through payroll deductions. A participant's maximum annual
tax-deferred contribution was limited to $10,500 for 2001 and
2000. This limitation is adjusted annually as provided by Section
402(g)(5) of the Internal Revenue Code (the "Code").
Participants may also elect to make after-tax contributions up to
the maximum annual additional amount permitted by law when added
with the other contributions under the Plan. All eligible
employees may make rollover contributions to the Plan, subject to
approval by the Plan's Administrative Committee.
EMPLOYER
The Company makes a matching contribution to the Viacom Company
Stock Fund of 100% of the first $1,000 of the participant's
before-tax deferred contribution to the Plan at the end of every
Plan year. The participant must be employed by the Company on the
last day of the Plan year and complete at least 1,000 hours of
service during the Plan year to be eligible for the matching
contribution.
Subject to the limitations of Section 415(c) of the Code, the
maximum aggregate employee and employer contributions for each
participant shall be the lesser of $30,000 or 25% of the
participant's annual compensation.
(D) PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's
contribution, the Company's matching contribution and an
allocation of the participant's share of the participant directed
funds' earnings or losses. Allocations are based on participant
account balances, as defined in the Plan agreement. Participant
account balances, including the Company's matching contribution,
are participant directed at all times.
INFINITY BROADCASTING CORPORATION 5
UNION EMPLOYEES' 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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(E) VESTING
A participant's interest in all voluntary and rollover
contributions and the cumulative earnings thereon is fully vested
and nonforfeitable at all times. All contributions by the Company
that are allocated to a participant's account and earnings
thereon vest, and become non-forfeitable, ratably over a five
year period.
In addition, the participant will become fully vested in all
contributions upon death or disability, as defined in the plan
document, upon normal or early retirement (ages 65 or 55 and ten
years of service, respectively), or in the event the Plan is
terminated or the Company suspends contributions thereunder.
(F) FORFEITURES
Nonvested amounts, which are forfeited as a result of
participants terminating their employment, shall be used to
reduce future employer contributions. The total amount of
forfeitures in 2001 was $1,096. These forfeitures will be used to
reduce employer contributions for 2002.
(G) DISTRIBUTIONS
Withdrawals from a participant's after-tax contribution account
are permitted at any time, but are limited to one such withdrawal
per calendar quarter.
Withdrawals from a participant's tax-deferred contribution
account are permitted after the participant has reached age
59-1/2. In addition, a participant or designated beneficiary may
make withdrawals upon termination of employment, disability or
demonstration of financial hardship, as defined; however, any
such withdrawal made as a result of financial hardship will be
limited to the participant's contributions without regard to
earnings thereon.
Upon a participant's retirement, disability or termination of
employment, distribution of the participant's vested account will
be made in a lump-sum distribution or in substantially equal
annual installments over a specified period, as elected by the
participant.
Upon the death of a participant, distribution of the
participant's vested account can be made to a designated
beneficiary in a lump sum no later than one year after the
participant's death.
(H) PARTICIPANT LOANS
Participants may obtain loans against their respective
participant accounts. Each participant who has fewer than two
loans outstanding from the Plan may request a loan. Upon approval
by the Plan administrator, the terms of the loan shall be agreed
to by the participant and Plan administrator. In no event shall a
loan be outstanding for a period that exceeds five years, unless
the loan is used to acquire a principal residence, in which case
the loan may not exceed ten years. Each loan shall bear interest
at a rate equal to the prime rate set by JP Morgan Chase Bank as
of the first day of the plan year in which the loan is made;
repayments of interest are credited to the participant's account.
Each loan is limited 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. Loans
INFINITY BROADCASTING CORPORATION 6
UNION EMPLOYEES' 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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are subject to a minimum of $1,000. Principal and interest are
paid through payroll deductions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED MATTERS
(A) BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the
accrual basis of accounting.
(B) ADMINISTRATION AND MANAGEMENT OF THE PLAN
The general administration of the Plan and the responsibility for
carrying out the provisions of the Plan have been placed with the
Viacom Inc. Retirement Committee.
(C) INVESTMENTS
Investments stated at fair value are based on the values of the
underlying securities at quoted market prices.
Viacom and certain affiliated companies entered into a master
trust agreement (the "Master Trust") to invest the assets of the
Plan and affiliated companies' plans. The Plan became a
participant in the Master Trust effective September 1, 2001.
As of that date, there were two master trust units; the
Viacom PRIMCO Stable Value Fund and the Putnam Large Cap
Growth Fund. Each of these master trust units is a pooled fund
maintained exclusively for Viacom's Master Trust. Each
participating plan has an undivided interest in the master trust
units. Assets in the Viacom PRIMCO Stable Value Fund are managed
by Primco, a division of Invesco, Inc. The Viacom PRIMCO Stable
Value Fund invests primarily in benefit-responsive guaranteed and
synthetic guaranteed investment contracts. The fair value of a
unit of participation in the Viacom PRIMCO Stable Value Fund is
determined by the investment manager based on the contract value
of the underlying investments. The Putnam Large Cap Growth Fund
is managed by Putnam Advisory Company, LLC and invests primarily
in the common stocks of large U.S. corporations. The fair value
of a unit of participation in the Putnam Large Cap Growth Fund is
determined by the investment manager based on the quoted market
value of the underlying securities.
Net investment assets and net earnings on the master trust units
are allocated daily to the plans investing in the master trust
units based on each plan's proportionate interest. Note 4 sets
forth the Plan's proportionate interest in the master trust units
and certain financial information of the master trust units.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
Participant loans are valued at cost, which approximates fair
value.
(D) PAYMENT OF BENEFITS
Benefits are recorded when paid.
INFINITY BROADCASTING CORPORATION 7
UNION EMPLOYEES' 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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(E) USE OF ESTIMATES
The preparation of financial statements in accordance with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions
that affect the reported amounts of plan assets and contingent
assets and liabilities at the date of the financial statements
and changes in net assets during the reporting period. Actual
results could differ from those estimates. On an ongoing basis,
management reviews its estimates based on currently established
information. Changes in facts or circumstances may result in
revised estimates.
(F) RISKS AND UNCERTAINTIES
The Plan provides for various investment options. Investment
securities are exposed to various risks such as interest rate,
market and credit. Due to the risk associated with investment
securities and the uncertainty related to changes in the value of
such securities, it is at least reasonably possible that changes
in risks in the near term could materially affect participants'
account balances and the amounts reported in the statements of
net assets available for benefits and the statement of changes in
net assets available for benefits.
3. INVESTMENTS
The following table presents the Plan's investments at December 31,
2001 and 2000. Investments representing 5% or more of the Plan's net
assets available for benefits are separately identified.
2001 2000
Massachusetts Financial Services:
Massachusetts Investor Trust Fund $ - $ 234,186
Fidelity Advisor Growth
Opportunities Fund - 288,632
Fidelity Advisor Equity Growth Fund 214,381
Viacom PRIMCO Stable Value Fund 174,934 -
Putnam Large Cap Growth Fund 291,103 -
Barclays Global Investors
S&P 500 Index Fund 551,454 -
* Viacom Company Stock Fund 111,026 72,556
* Fleet Stable Asset Fund - 146,185
Other investments
(less than 5% of net assets) 137,892 287,484
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$ 1,266,409 $1,243,424
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*Party-in-interest
The Fleet Stable Asset Fund was a money market account managed by
Fleet, who was the Plan's trustee until November 1, 2001, and therefore
qualifies as a party-in-interest transaction.
INFINITY BROADCASTING CORPORATION 8
UNION EMPLOYEES' 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
depreciated in value as follows:
Mutual funds $ (160,055)
Viacom Company Stock Fund (17,981)
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$ (178,036)
4. INVESTMENTS IN MASTER TRUST
The value of the Plan's interest in the total investments of the Viacom
PRIMCO Stable Value Fund master trust unit was 0.03% at December 31,
2001 and the allocated share of investment income was 0.01% for the
year ended December 31, 2001.
The value of the Plan's interest in the total investments of the Putnam
Large Cap Growth Fund master trust unit was 0.19% at December 31, 2001
and the allocated share of investment income was 1.31% for the year
ended December 31, 2001.
The following table presents the investments of the master trust units
at December 31, 2001:
2001
Viacom PRIMCO Stable Value Fund:
Synthetic investment contracts $ 264,707,000
Separate accounts 172,253,000
Guaranteed investment contracts 76,330,000
Cash and cash equivalents 9,580,000
Putnam Large Cap Growth Fund:
Common Stocks 156,548,000
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$ 679,418,000
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Investment income of the Master Trust for the year ended December 31, 2001
is as follows:
2001
Synthetic investment contracts $ 6,872,000
Guaranteed investment contracts 2,468,000
Separate accounts 2,564,000
Net appreciation - Putnam Large Cap Growth Fund 1,338,000
Dividends 552,000
Interest income 304,000
Investment manager fees (421,000)
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Net investment income $ 13,677,000
=============
The guaranteed investment contracts and synthetic investment contracts
are fully benefit-responsive and valued 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, 2001,
investments in the master trust units had fair values in the aggregate
of $534,898,721. The average yield and crediting interest rate
approximated 6% in 2001.
INFINITY BROADCASTING CORPORATION 9
UNION EMPLOYEES' 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
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5. TERMINATION OR AMENDMENT
The Company intends to continue the Plan indefinitely, but reserves the
right to change or terminate the Plan in the future. Upon termination
of the Plan, all participant accounts at the date of such termination
become 100% vested.
6. FEDERAL INCOME TAXES
The Plan received a favorable determination letter from the Internal
Revenue Service, dated September 9, 1996, indicating that the Plan
qualifies under the provisions of Section 401(a) of the Internal
Revenue Service Code ("the Code") and that it is exempt from Federal
income taxes under the provisions of Section 501(a) of the Code. The
Plan has been amended since receiving the determination letter, but the
Plan's administrator believes that the Plan is currently being operated
in compliance with the applicable requirements of the Code.
In February 2002, an application, which is still pending, was submitted
to the Internal Revenue Service for an updated determination letter.
7. ADMINISTRATIVE COSTS
All administrative costs are paid by the Company.
INFINITY BROADCASTING CORPORATION 10
UNION EMPLOYEES' 401(K) PLAN
SCHEDULE OF ASSETS HELD AT END OF YEAR
AS OF DECEMBER 31, 2001 SCHEDULE 1
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NON-MASTER TRUST INVESTMENTS
Barclays Global Investors S&P 500 Index Fund $ 551,454
* Viacom Company Stock Fund 111,026
Capital Guardian International Equity Fund 35,453
EB Aggregate Bond Fund 50,499
Vanguard Star Fund Moderate Growth Portfolio 26,977
* Participant Loans 21,003
Daily Liquidity Fund - cash equivalent 3,960
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$ 800,372
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* Party-in-interest
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on behalf of the
Plan by the undersigned thereunto duly authorized.
Infinity Broadcasting Corporation
Union Employees 401(k) Plan
By: /s/ PATRICIA STRATFORD
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Name: Patricia Stratford
Title: Vice President and
Assistant Secretary
Dated: June 28, 2002