UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On February 15, 2022, ViacomCBS Inc. (the “Company”) issued a press release announcing earnings for the fourth quarter and year ended December 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
| Item 7.01 | Regulation FD Disclosure. |
Beginning in 2022, primarily as a result of the Company’s increased strategic focus on its direct-to-consumer businesses, the Company made certain changes to how it manages its businesses and allocates resources that resulted in a change to its operating segments.
The Company is providing supplemental unaudited historical financial information under the new segment presentation for the years ended December 31, 2021 and 2020, and for each quarter of the year ended December 31, 2021. The Company did not operate under this new segment structure for any of these prior periods and will begin to report results under the new segment structure with its Quarterly Report on Form 10-Q for the three months ended March 31, 2022. This supplemental information, which is incorporated by reference herein, is being furnished as Exhibit 99.2 to allow investors an opportunity to review prior period performance on a comparable basis in advance of the Form 10-Q filing.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press release of ViacomCBS Inc., dated February 15, 2022, announcing earnings for the fourth quarter and year ended December 31, 2021. | |
| 99.2 | Supplemental unaudited historical financial information for the years ended December 31, 2021 and 2020, and for each quarter of the year ended December 31, 2021, recast under new segment presentation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIACOMCBS INC. | ||
| By: | /s/ Christa A. D’Alimonte | |
| Name: Christa A. D’Alimonte | ||
| Title: Executive Vice President, General Counsel and Secretary | ||
Date: February 15, 2022