Effective February 16, 2022, we changed our name from ViacomCBS Inc. to
Paramount Global. Management's discussion and analysis of the results of
operations and financial condition of Paramount Global should be read in
conjunction with the consolidated financial statements and related notes in our
Annual Report on Form 10-K for the year ended December 31, 2021, which was filed
prior to the above-mentioned name change. References in this document to
"Paramount," the "Company," "we," "us" and "our" refer to Paramount Global.

Significant components of management's discussion and analysis of results of operations and financial condition include:

•Overview-Summary of our business and operational highlights.



•Consolidated Results of Operations-Analysis of our results on a consolidated
basis for the three months ended March 31, 2022 compared with the three months
ended March 31, 2021.

•Segment Results of Operations-Analysis of our results on a reportable segment
basis for the three months ended March 31, 2022 compared with the three months
ended March 31, 2021.

•Liquidity and Capital Resources-Discussion of our cash flows, including sources
and uses of cash, for the three months ended March 31, 2022 and March 31, 2021;
and our outstanding debt as of March 31, 2022.

•Legal Matters-Discussion of legal matters in which we are involved.


                                      -30-
--------------------------------------------------------------------------------



                    Management's Discussion and Analysis of
           Results of Operations and Financial Condition (Continued)
            (Tabular dollars in millions, except per share amounts)

Overview

Operational Highlights - Three Months Ended March 31, 2022 versus Three Months Ended March 31, 2021



Consolidated results of operations                                                             Increase/(Decrease)
Three Months Ended March 31,                      2022             2021                         $                          %
GAAP:
Revenues                                       $ 7,328          $ 7,412          $             (84)                         (1) %
Operating income                               $   775          $ 1,528          $            (753)                        (49) %
Net earnings from continuing operations
attributable to Paramount                      $   391          $   899          $            (508)                        (57) %
Diluted EPS from continuing operations
attributable to Paramount                      $   .58          $  1.42          $            (.84)                        (59) %

Non-GAAP: (a)
Adjusted OIBDA                                 $   913          $ 1,627          $            (714)                        (44) %
Adjusted net earnings from continuing
operations
attributable to Paramount                      $   403          $   961          $            (558)                        (58) %
Adjusted diluted EPS from continuing
operations
attributable to Paramount                      $   .60          $  1.52          $            (.92)                        (61) %


(a) Certain items identified as affecting comparability are excluded in non-GAAP
results. See "Reconciliation of Non-GAAP Measures" for details of these items
and reconciliations of non-GAAP results to the most directly comparable
financial measures in accordance with accounting principles generally accepted
in the United States ("GAAP").

For the three months ended March 31, 2022, revenues decreased 1% to $7.33
billion as significant increases in revenues from our direct-to-consumer
streaming services ("DTC services") and revenue from theatrical releases were
more than offset by the benefits in 2021 from CBS' broadcast of the Super Bowl,
reflecting the rotational nature of the rights to air this event, and the
licensing of Coming 2 America and Tom Clancy's Without Remorse. The absence of
the Super Bowl negatively impacted the total revenue comparison by 6-percentage
points. The above-mentioned growth from our DTC services was led by Paramount+
and Pluto TV, and theatrical revenues in the first quarter of 2022 benefited
from the releases of Scream, Jackass Forever, and The Lost City, while there
were no releases in the prior-year quarter as a result of the closure or reduced
capacity of movie theaters in response to the coronavirus pandemic ("COVID-19").

Operating income for the three months ended March 31, 2022 decreased 49% from
the same prior-year period. The operating income comparison was impacted by
items identified as affecting comparability, including restructuring and other
corporate matters and gains on sales for the three months ended March 31, 2022.
Adjusted operating income before depreciation and amortization ("Adjusted
OIBDA") decreased 44%, driven by the benefit to the 2021 period from the
broadcast of the Super Bowl, increased investment in our DTC services, and
higher costs in 2022 associated with theatrical releases and the mix of
programming on our linear networks.

For the three months ended March 31, 2022, net earnings from continuing
operations attributable to Paramount and diluted EPS from continuing operations
decreased 57% and 59%, respectively, from the same prior-year period. These
comparisons were impacted by items identified as affecting comparability,
including the aforementioned items impacting operating income, and a loss on
extinguishment of debt and discrete tax items in both periods. Adjusted net
earnings from continuing operations attributable to Paramount and adjusted
diluted EPS decreased 58% and 61%, respectively, reflecting the lower adjusted
OIBDA. Additionally, adjusted diluted EPS was impacted by the March 2021
issuance of 20 million shares of our Class B Common Stock and 10 million shares
of 5.75% Series A Mandatory Convertible Preferred Stock ("Mandatory Convertible
Preferred Stock"), which negatively impacted the EPS comparison by $.03.
                                      -31-
--------------------------------------------------------------------------------



                    Management's Discussion and Analysis of
           Results of Operations and Financial Condition (Continued)
            (Tabular dollars in millions, except per share amounts)

Reconciliation of Non-GAAP Measures



Results for the three months ended March 31, 2022 and 2021 included certain
items identified as affecting comparability. Adjusted OIBDA, adjusted earnings
from continuing operations before income taxes, adjusted provision for income
taxes, adjusted net earnings from continuing operations attributable to
Paramount, and adjusted diluted EPS from continuing operations (together, the
"adjusted measures") exclude the impact of these items and are measures of
performance not calculated in accordance with GAAP. We use these measures to,
among other things, evaluate our operating performance. These measures are among
the primary measures used by management for planning and forecasting of future
periods, and they are important indicators of our operational strength and
business performance. In addition, we use Adjusted OIBDA to, among other things,
value prospective acquisitions. We believe these measures are relevant and
useful for investors because they allow investors to view performance in a
manner similar to the method used by our management; provide a clearer
perspective on our underlying performance; and make it easier for investors,
analysts and peers to compare our operating performance to other companies in
our industry and to compare our year-over-year results.

Because the adjusted measures are measures of performance not calculated in
accordance with GAAP, they should not be considered in isolation of, or as a
substitute for, operating income, earnings from continuing operations before
income taxes, provision/benefit for income taxes, net earnings from continuing
operations attributable to Paramount or diluted EPS from continuing operations,
as applicable, as indicators of operating performance. These measures, as we
calculate them, may not be comparable to similarly titled measures employed by
other companies.

The following tables reconcile the adjusted measures to their most directly comparable financial measures in accordance with GAAP.



                                                               Three Months Ended
                                                                   March 31,
                                                                               2022        2021
     Operating income (GAAP)                                                  $ 775      $ 1,528
     Depreciation and amortization                                               96           99
     Restructuring and other corporate matters (a)                               57            -

     Gain on sales (a)                                                          (15)           -
     Adjusted OIBDA (Non-GAAP)                                                $ 913      $ 1,627

(a) See notes on the following table for additional information on items affecting comparability.





                                      -32-
--------------------------------------------------------------------------------


                    Management's Discussion and Analysis of
           Results of Operations and Financial Condition (Continued)
            (Tabular dollars in millions, except per share amounts)
                                                                                  Three Months Ended March 31, 2022
                                      Earnings from Continuing                                           Net Earnings from
                                      Operations Before Income         Provision for Income            Continuing Operations              Diluted EPS from
                                                Taxes                          Taxes                 Attributable to Paramount          Continuing Operations
Reported (GAAP)                                 $  470                        $  (34)                           $  391                          $  .58
Items affecting comparability:
Restructuring and other corporate
matters (a)                                         57                           (12)                               45                             .07
Gain on sales (b)                                  (15)                            4                               (11)                           (.02)

Loss on extinguishment of debt                      73                           (17)                               56                             .09

Discrete tax items (c)                               -                           (78)                              (78)                           (.12)
Adjusted (Non-GAAP)                             $  585                        $ (137)                           $  403                          $  .60


(a) Reflects restructuring charges of $18 million, consisting of severance
costs, and a charge of $39 million, principally to reserve against amounts due
from counterparties in Russia, Belarus and Ukraine, following Russia's invasion
of Ukraine.

(b) Reflects a gain from the sale of international intangible assets and a working capital adjustment to the gain from the fourth quarter 2021 sale of CBS Studio Center.



(c) Primarily reflects a deferred tax benefit resulting from the transfer of
intangible assets between our subsidiaries in connection with a reorganization
of our international operations.

                                                                                           Three Months Ended March 31, 2021
                                                Earnings from Continuing                                          Net Earnings from
                                                Operations Before Income        Provision for Income            Continuing Operations              Diluted EPS from
                                                         Taxes                          Taxes                 Attributable to Paramount         Continuing Operations
Reported (GAAP)                                         $ 1,155                        $ (226)                           $  899                         $ 1.42
Items affecting comparability:

Loss on extinguishment of debt                              128                           (30)                               98                            .16
Gain from investments (a)                                   (20)                            5                               (15)                          (.03)
Discrete tax items (b)                                        -                           (21)                              (21)                          (.03)

Adjusted (Non-GAAP)                                     $ 1,263                        $ (272)                           $  961                         $ 1.52

(a) Reflects an unrealized gain from an increase in the fair value of a marketable security.



(b) Primarily reflects tax benefits from the resolution of certain state income
tax matters and excess tax benefits from the vesting or exercise of stock-based
compensation awards.

                                      -33-

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses