Paramount Skydance Corporation

08/04/2026 | Press release | Distributed by Public on 08/04/2026 15:18

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Results of Operations and Financial Condition.
(Tabular dollars in millions, except per share amounts)
Management's discussion and analysis of the results of operations and financial condition of Paramount Skydance
Corporation should be read in conjunction with the more detailed financial statements and notes thereto included in
our Form 8-K filed with the Securities and Exchange Commission on May 13, 2026, which was filed in order to
recast the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025
to reflect our new segment presentation. References to "Paramount," the "Company," "we," "us" and "our" refer to
Paramount Skydance Corporation and its consolidated subsidiaries, unless the context otherwise requires.
Warner Bros. Discovery Merger-On February 27, 2026, Paramount and Warner Bros. Discovery, Inc. ("WBD")
announced a definitive merger agreement (the "WBD Merger Agreement") under which Paramount will acquire
WBD (the "WBD Merger"). The closing of the WBD Merger is subject to customary closing conditions, including
regulatory clearances. The anticipated closing of the WBD Merger has been delayed as a result of a lawsuit, with
the parties agreeing to postpone closing until the earlier of five days following the court's ruling or June 1, 2027.
The completion of the WBD Merger remains subject to regulatory clearance in certain jurisdictions. Recent
approvals include the European Commission in July 2026 under both the EU Merger Regulation and EU Foreign
Subsidies Regulation following a Phase 1 review.
Under the terms of the WBD Merger Agreement, Paramount will pay $31.00 per WBD share to acquire all
outstanding shares of WBD, which at the time of the WBD Merger Agreement represented an equity value of
$80.9 billion, and will assume WBD's net debt. At March 31, 2026, WBD's debt (excluding finance leases) was
comprised of $17.7 billion of senior notes and $15.0 billion of borrowings from a bridge facility. Furthermore, if
the WBD Merger closes, Paramount will pay WBD stockholders a per share "ticking fee" of $0.00277778 for each
day after September 30, 2026 that the WBD Merger has not closed, up to a maximum of $0.25 per WBD share per
90 calendar day period (the "Ticking Consideration"). No Ticking Consideration is payable if the WBD Merger
Agreement is terminated pursuant to its terms. The WBD Merger Agreement has a termination date of March 4,
2027, subject to one automatic extension to June 4, 2027. Also, under the terms of the WBD Merger Agreement, in
the first quarter of 2026, Paramount paid a termination fee of $2.8 billion to Netflix, Inc. ("Netflix") on behalf of
WBD in connection with the termination of a prior merger agreement between Netflix and WBD. This payment
was initially funded with cash on hand and a $2.15 billion borrowing from our credit facility (see Capital
Structure) and, in accordance with the Subscription Agreements described below, entered into by the Ellison
Parties (as defined below), such amount will ultimately be funded by the $46.7 billion to be received from the
Ellison Parties.
If the WBD Merger Agreement is terminated because the WBD Merger cannot close due to a failure to obtain
antitrust or regulatory approval, or because a court order prevents the WBD Merger from closing on antitrust
grounds, Paramount will owe WBD a $7.0 billion Regulatory Termination Fee (as defined in the WBD Merger
Agreement). In accordance with the Subscription Agreements, this termination fee and the previously paid $2.8
billion Netflix termination fee described above would be funded by the Ellison Parties in exchange for shares of
Paramount Skydance Corporation Class B Common Stock (as defined below) at $16.02 per share.
WBD will owe Paramount a $3.0 billion termination fee under certain circumstances, including if WBD terminates
the WBD Merger Agreement to enter into a definitive agreement for an alternative acquisition proposal.
Concurrent with the execution of the WBD Merger Agreement (i) The Lawrence J. Ellison Revocable Trust, u/a/d
1/22/88, as amended (the "Trust"), and Lawrence J. Ellison (together with the Trust, the "Ellison Parties") and (ii)
RedBird Capital Partners Fund IV (Master), L.P. ("RedBird" and, together with the Trust, the "Equity Investors")
entered into subscription agreements (collectively, the "Subscription Agreements") providing for a private
placement investment in Class B common stock of Paramount Skydance Corporation ("Paramount Skydance
Corporation Class B Common Stock"), for an aggregate amount of up to $46.7 billion (subject to increase if the
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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Ticking Consideration or certain other additional amounts as defined in the WBD Merger Agreement are required)
from the Trust and $250 million from RedBird pursuant to the terms of the Subscription Agreements.
In April 2026, we announced that the Equity Investors had determined, as permitted under the Subscription
Agreements, to assign their subscription rights thereunder (such assignments, the "Equity Syndication" and the
assignees, the "Equity Syndication Parties") to the Equity Syndication Parties. The Equity Syndication Parties are
composed of affiliates of the Ellison Parties and RedBird, as well as the following institutional investors: The
Public Investment Fund, L'Imad 1st SPV 2 Exempt RSC LTD (an investment vehicle of L'Imad Holding, an Abu
Dhabi sovereign wealth fund), QIA TMT Holding LLC (an investment vehicle of the Qatar Investment Authority),
and LionTree Investment Fund, L.P. The aggregate allocations under the Equity Syndication total to the full
amount of the commitments under the Subscription Agreements. At closing of the WBD Merger, Paramount will
issue to each Equity Syndication Party a number of newly issued nonvoting shares of Paramount Skydance
Corporation Class B Common Stock (or securities convertible into shares) equal to its allocated amount divided by
the Syndication Purchase Price, defined as the 20-trading-day daily volume-weighted average price of Paramount
Skydance Corporation Class B Common Stock determined as of the third business day prior to the closing of the
WBD Merger, subject to a ceiling of $16.02 per share and a floor of $12.00 per share. The Equity Syndication does
not relieve the Equity Investors of their contractual commitments made to the Company. To the extent that any
Equity Syndication Party does not perform under its syndication assignment, the obligation of the Equity Investors
to fund the related amount of the commitments would continue to be required under the Subscription Agreements.
Following the closing, the Ellison Family (as defined below) and RedBird will remain the sole holders of
Paramount Class A Common Stock, representing 100% of the voting shares of Paramount. For the purpose of
determining the controlling ownership of Paramount, the Ellison family is comprised of Lawrence J. Ellison and
David Ellison (the "Ellison Family"). David Ellison is the son of Lawrence J. Ellison, and Lawrence J. Ellison and
David Ellison are accordingly considered immediate family members.
We have also secured commitments for debt financing totaling $54 billion, which include a $49 billion 364-day
senior secured bridge loan facility, which we plan, subject to market conditions and other timing considerations, to
reduce or replace with permanent financing (which may include issuance of debt securities) on or prior to the
closing of the WBD Merger and, in connection with a credit agreement entered into in April 2026 (the "Pro Rata
Credit Agreement"), $2.50 billion three-year senior secured term A loans and $2.50 billion five-year senior secured
term A loans. The term A loans will be made in a single borrowing on the closing date of the WBD Merger. The
Pro Rata Credit Agreement also provides for a $5.00 billion five-year senior secured revolving credit facility,
which will be used for general corporate purposes, and will replace our existing revolving credit facility (see
Capital Structure). The availability and initial funding of the facilities under the Pro Rata Credit Agreement and the
bridge loan facility (if not replaced by permanent financing) are subject to the satisfaction or waiver of customary
conditions set forth in the Pro Rata Credit Agreement and the bridge commitment papers, including the closing of
the WBD Merger.
In addition, following the closing of the WBD Merger, each holder of Paramount Skydance Corporation Class B
Common Stock (excluding any Equity Investor or affiliate thereof) as of a record date to be determined will
receive, without payment of any consideration, one 10-year warrant (each, a "Warrant") for each share held,
exercisable at an initial exercise price per share equal to the Syndication Purchase Price and subject to customary
anti-dilution and fundamental change make-whole adjustments. Beginning on the third anniversary of issuance, we
may call the Warrants if the closing price of our Class B Common Stock equals or exceeds $30.00 for at least 20
trading days during any 30 consecutive trading day period. We intend to apply to list the Warrants for trading on
the Nasdaq Stock Market LLC ("Nasdaq") separate from our Class B Common Stock, subject to applicable
approvals. The planned Warrant issuance is in lieu of a previously planned rights offering at $16.02 per share. In
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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
connection with the Warrant issuance, existing Paramount restricted stock units are expected to be equitably
adjusted pursuant to pre-existing anti-dilution provisions in Paramount equity plans.
WBD Debt-In May 2026, we commenced (i) exchange offers, which are expected to result in the exchange of up
to $12.7 billion aggregate principal amount of certain of WBD's senior notes for newly issued Paramount notes,
and (ii) tender offers for cash for up to $2.4 billion aggregate principal amount of other WBD senior notes, in each
case conditioned on the closing of the WBD Merger. In June 2026, WBD entered into a seven-year $13.0 billion
term loan ("First Lien Credit Agreement"), and a seven-year €1.7 billion term loan (the "WBD Term Loans"). The
proceeds were used to repay the $15.0 billion bridge facility WBD had outstanding on March 31, 2026. We plan to
replace or refinance the WBD Term Loans, if not refinanced by WBD prior to closing of the WBD Merger.
The NAI Transaction-On August 7, 2025, pursuant to a purchase and sale agreement dated July 7, 2024, certain
affiliates of investors in Skydance Media, LLC ("Skydance"), comprised of entities controlled by the Ellison
Family and affiliates of RedBird Capital Partners (collectively the "NAI Equity Investors"), purchased all of the
outstanding equity interests of Paramount Global's controlling stockholder, National Amusements, Inc. ("NAI")
from the shareholders of NAI (the "NAI Transaction").
The Skydance Transactions-Also on August 7, 2025, following the completion of the NAI Transaction and
pursuant to the Transaction Agreement dated as of July 7, 2024, Paramount Global and Skydance became wholly-
owned subsidiaries of Paramount Skydance Corporation (the transactions contemplated by the Transaction
Agreement, the "Skydance Transactions"). Paramount Skydance Corporation, formerly known as New Pluto
Global, Inc., was formed on June 3, 2024 to consummate the Transactions and was a wholly-owned direct
subsidiary of Paramount Global until, through a series of mergers, it became the holding company of Paramount
Global and Skydance as part of the Skydance Transactions.
Concurrent with the NAI Transaction, the NAI Equity Investors and certain other affiliates of investors in
Skydance made an investment of $6.0 billion into Paramount Skydance Corporation (the "PIPE Transaction") in
exchange for 400 million newly issued shares of Paramount Skydance Corporation Class B Common Stock for a
purchase price of $15.00 per share, and the NAI Equity Investors also received warrants to purchase 200 million
shares of Paramount Skydance Corporation Class B Common Stock at an initial exercise price of $30.50 per share
(subject to customary anti-dilution adjustments), which expire five years after issuance. $4.45 billion of the PIPE
Transaction investment was used to fund the cash-stock election discussed below and $1.52 billion of cash was
provided to the Company.
The Skydance Transactions also included: (1) a transaction pursuant to which each outstanding Skydance
membership unit held by Skydance investors and each Skydance Phantom Unit was converted into the right to
receive the applicable portion of 316.7 million shares of Paramount Skydance Corporation Class B Common Stock
(313.8 million shares after reduction in connection with certain tax withholding requirements), and (2) a cash-stock
election offered to holders of Paramount Global common stock pursuant to which (a) shares of Paramount Global
Class A Common Stock held by stockholders other than NAI or its subsidiaries were converted, at the
stockholders' election, into the right to receive either $23.00 in cash ("Class A Cash Consideration") or 1.5333
shares of Paramount Skydance Corporation Class B Common Stock ("Class A Stock Consideration"), and (b)
shares of Paramount Global Class B Common Stock held by stockholders other than NAI or its subsidiaries, the
NAI Equity Investors and certain other affiliates of investors in Skydance referred to above were converted, at the
stockholders' election, into the right to receive either $15.00 in cash ("Class B Cash Consideration"), subject to
proration, or one share of Paramount Skydance Corporation Class B Common Stock ("Class B Stock
Consideration"). The shares of Paramount Class A Common Stock held by NAI and its subsidiaries converted into
shares of Class A common stock, par value $0.001 per share. Shares of Paramount Global Class A Common Stock
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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
for which elections to receive Class A Cash Consideration or Class A Stock Consideration were not made or were
validly revoked were automatically converted into Class A Stock Consideration. Shares of Paramount Global Class
B Common Stock for which elections to receive Class B Cash Consideration were not made or were validly
revoked were converted automatically into one share of Paramount Skydance Corporation Class B Common Stock.
Holders of shares of Class A common stock of Paramount Skydance Corporation ("Paramount Skydance
Corporation Class A Common Stock") are entitled to one vote per share with respect to all matters on which the
holders of Paramount Skydance Corporation common stock are entitled to vote. Holders of Paramount Skydance
Corporation Class B Common Stock do not have voting rights. Following the closing of the Skydance Transactions
and the NAI Transaction, NAI, which was renamed Harbor Lights Entertainment, Inc., and its subsidiaries held
100.0% of the Paramount Skydance Corporation Class A Common Stock. Accordingly, entities controlled by the
Ellison Family indirectly hold approximately 77.5% of the Paramount Skydance Corporation Class A Common
Stock through their collective approximate 77.5% ownership interest in Harbor Lights Entertainment, Inc., and as a
result the Ellison Family is the controlling stockholder and the ultimate parent of Paramount ("Ultimate Parent").
Pushdown of Ultimate Parent's Basis-At the time Paramount Global and Skydance became subsidiaries of
Paramount Skydance Corporation, the Ellison Family controlled both Paramount Global and Skydance, and as a
result, this transaction has been accounted for as a transaction between entities under common control. As a
transaction between entities under common control, the net assets were combined at the Ultimate Parent's basis,
which for Paramount Global was deemed to be the estimated fair value as of August 7, 2025, the date of the
closing of the NAI Transaction, which was the point at which the Ellison Family obtained control of Paramount
Global. As a result, the net assets of Paramount Global were recorded at their fair values as of this date. Since the
net assets of Skydance were already at the Ultimate Parent's basis, no adjustment to the fair value of net assets was
necessary, and Skydance was combined with Paramount Global's net assets at the Ultimate Parent's basis as of this
date.
Due to the pushdown of the Ultimate Parent's basis, which resulted in a new basis of accounting, the results of
operations, financial position and cash flows are not comparable between the Successor and Predecessor periods.
Accordingly, our consolidated financial statements and footnote disclosures are presented in distinct periods. The
periods prior to the closing of the Skydance Transactions and the NAI Transaction include only Paramount Global
and are identified as "Predecessor," and the periods beginning on August 7, 2025 reflect Paramount Skydance
Corporation and are identified as "Successor." In addition, we are required to present segment information for the
Predecessor period based on our previous segments, Filmed Entertainment, Direct-to-Consumer, and TV Media.
We have certain contracts that require us to obtain consents from other parties in connection with the NAI
Transaction and the Skydance Transactions. If these consents cannot be obtained, the counterparties to these
contracts (and, as a result, other third parties with which we have contractual agreements) may have the right to
terminate, reduce the scope of or otherwise alter their relationships with us. Accordingly, the failure to obtain such
consents could have a material adverse effect on our business, financial condition and results of operations.
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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
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 and six
months ended June 30, 2026 (Successor), including a comparison to the three and six months ended
June 30, 2025 (Predecessor).
•Segment Results of Operations-Analysis of our results on a reportable segment basis for the three and six
months ended June 30, 2026 (Successor).
•Liquidity and Capital Resources-Discussion of our cash flows, including sources and uses of cash, for the
six months ended June 30, 2026 (Successor), including a comparison to the six months ended June 30,
2025 (Predecessor), and of our outstanding debt as of June 30, 2026 (Successor), including Supplemental
Guarantor Financial Information.
•Legal Matters-Discussion of legal matters to which we are involved.
Overview
Operational Highlights - Three Months Ended June 30, 2026 and 2025
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase/(Decrease)
Consolidated Results of Operations
2026
2025
$
%
GAAP:
Revenues
$6,913
$6,849
$64
1%
Operating income
$475
$399
$76
19%
Net earnings attributable to Parent
$41
$57
$(16)
(28)%
Diluted EPS
$.04
$.08
$(.04)
(50)%
Non-GAAP: (a)
Adjusted EBITDA
$1,099
$863
$236
27%
Adjusted net earnings attributable to Parent
$205
$315
$(110)
(35)%
Adjusted diluted EPS
$.18
$.46
$(.28)
(61)%
(a) See "Reconciliation of Non-GAAP Measures" for reconciliations of these non-GAAP measures to the most directly comparable
financial measures in accordance with accounting principles generally accepted in the United States ("U.S. GAAP" or
"GAAP").
Revenues increased 1% to $6.91 billion, reflecting growth at Paramount+ and higher licensing revenues, driven by
the inclusion of Skydance and increases in revenues from secondary market licensing and content produced for
third parties. These increases were partially offset by lower revenues from our linear networks and from theatrical
releases, reflecting the comparison to the second quarter 2025 release of Mission: Impossible - The Final
Reckoning.
Skydance is included in our results in periods following the close of the Skydance Transactions. In addition, as a
result of the pushdown of the Ultimate Parent's basis, operating income, net earnings attributable to Parent, and
diluted EPS in 2026 include amortization associated with the establishment of intangible assets and also reflect the
net decrease in programming assets. Net earnings and diluted EPS also include interest expense associated with the
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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
adjustment of our debt to its fair value. See Note 2 to the consolidated financial statements for details relating to
the pushdown of the Ultimate Parent's basis.
Operating income of $475 million for the three months ended June 30, 2026 increased 19%. Operating income in
2026 includes transaction-related items of $153 million and restructuring charges of $35 million while 2025
includes restructuring charges and transaction-related items totaling $181 million and an impairment charge of
$157 million. The comparison also reflects higher revenue and lower content costs, including from reductions in
programming assets resulting from the pushdown of the Ultimate Parent's basis, partially offset by amortization of
intangible assets.
Net earnings attributable to Parent of $41 million, or $.04 per diluted share decreased 28% compared with net
earnings attributable to Parent of $57 million, or $.08 per diluted share, for the same prior-year period as the
increase in operating income was more than offset by a higher tax provision and higher interest expense. Adjusted
net earnings attributable to Parent, which excludes the restructuring charges, transaction-related items, and
impairment charges noted above, decreased 35% to $205 million, or $.18 per diluted share from $315 million, or
$.46 per diluted share. The decreases in diluted EPS and adjusted diluted EPS also reflect shares issued in
connection with the Skydance Transactions and the NAI Transaction. See Reconciliation of Non-GAAP Measures
for the definition of adjusted net earnings attributable to Parent and a reconciliation to net earnings attributable to
Parent.
Adjusted EBITDA grew 27% primarily reflecting the lower content costs from reductions in programming assets
resulting from the pushdown of the Ultimate Parent's basis and cost savings for our linear programming, partially
offset by lower revenues from our linear networks. See Reconciliation of Non-GAAP Measures for the definition of
Adjusted EBITDA and a reconciliation to net earnings attributable to Parent, the most directly comparable
financial measure in accordance with U.S. GAAP.
Operational Highlights - Six Months Ended June 30, 2026 and 2025
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase/(Decrease)
Consolidated Results of Operations
2026
2025
$
%
GAAP:
Revenues
$14,260
$14,041
$219
2%
Operating income
$1,091
$949
$142
15%
Net earnings attributable to Parent
$209
$209
$-
-%
Diluted EPS
$.19
$.31
$(.12)
(39)%
Non-GAAP: (a)
Adjusted EBITDA
$2,260
$1,595
$665
42%
Adjusted net earnings attributable to Parent
$466
$510
$(44)
(9)%
Adjusted diluted EPS
$.42
$.75
$(.33)
(44)%
(a) See "Reconciliation of Non-GAAP Measures" for reconciliations of these non-GAAP measures to the most directly comparable
financial measures in accordance with U.S. GAAP.
Revenues increased 2% to $14.26 billion, driven by growth at Paramount+ and higher licensing revenues,
principally from the inclusion of Skydance in the current year, partially offset by lower revenues from our linear
networks and theatrical releases.
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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
As discussed above, periods following the closing of the Skydance Transactions on August 7, 2025 reflect the
inclusion of Skydance and the effects of the pushdown of the Ultimate Parent's basis.
Operating income of $1.09 billion for the six months ended June 30, 2026 increased 15%, driven by lower content
costs from reductions in programming assets resulting from the pushdown of the Ultimate Parent's basis and lower
compensation and marketing costs from the impact from cost savings initiatives, partially offset by amortization of
intangible assets. Operating income in 2026 also includes transaction-related items of $256 million and
restructuring costs of $35 million while 2025 includes restructuring charges and transaction-related items totaling
$266 million, an impairment charge of $157 million and gain on dispositions totaling $35 million.
Net earnings attributable to Parent was $209 million, or $.19 per diluted share for the six months ended June 30,
2026 compared with net earnings attributable to Parent of $209 million, or $.31 per diluted share, for the same
prior-year period. Adjusted net earnings attributable to Parent, which excludes certain items identified as affecting
comparability that are not part of our normal operations including the restructuring and transaction-related items
and impairment charges noted above decreased 9% to $466 million, or $.42 per diluted share from $510 million, or
$.75 per diluted share. The decrease in diluted EPS and adjusted diluted EPS reflects shares issued in connection
with the Skydance Transactions and the NAI Transaction. See Reconciliation of Non-GAAP Measures for the
definition of adjusted net earnings attributable to Parent and a reconciliation to net earnings attributable to Parent.
Adjusted EBITDA grew 42% primarily reflecting lower content costs from cost savings for our linear
programming and reductions in programming assets resulting from the pushdown of the Ultimate Parent's basis, as
well as lower compensation and marketing costs, partially offset by lower revenues from our linear networks. See
Reconciliation of Non-GAAP Measures for the definition of Adjusted EBITDA and a reconciliation to net earnings
attributable to Parent, the most directly comparable financial measure in accordance with U.S. GAAP.
We are exposed to political risks inherent in conducting a global business such as retaliatory actions by
governments reacting to changes in the U.S. and other countries, including in connection with the imposition of
tariffs and other changes in trade policies, as well as from the conflict involving the U.S., Israel and Iran. Growing
macroeconomic uncertainty may negatively affect our results, in particular from potential impacts on the
advertising market.
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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
In the first quarter of 2026 we transitioned our non-GAAP profitability measure from Adjusted operating income
before depreciation and amortization (Adjusted OIBDA) to Adjusted EBITDA, which we define as net earnings
(loss) attributable to Parent before interest expense and income; (provision for) benefit from income taxes; other
items; equity in earnings (loss) of investee companies, net of tax; and depreciation and amortization, adjusted to
exclude stock-based compensation expense and certain items identified as affecting comparability that are not part
of our normal operations. This change was made to align with how management began measuring the Company's
ongoing operating performance in 2026. While both adjusted measures exclude items identified as affecting
comparability that are not part of our normal operations, including programming charges, impairment charges,
restructuring charges, transaction-related items, other corporate matters, and gain (loss) on dispositions, each where
applicable, Adjusted EBITDA, as we define it, also excludes stock-based compensation, which is a noncash
expense that management does not consider to be part of our underlying operating performance. Net earnings (loss)
attributable to Parent is the most directly comparable financial measure in accordance with U.S. GAAP. Adjusted
earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to Parent,
adjusted diluted EPS, and adjusted effective income tax rate are also measures of performance not calculated in
accordance with U.S. GAAP (together with Adjusted EBITDA, the "adjusted measures"), and exclude certain
items identified as affecting comparability that are not part of our normal operations, including the items described
above, as well as gain (loss) from investments and discrete tax items, each where applicable.
We use these adjusted 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 EBITDA
to, among other things, value prospective acquisitions. We believe these measures are relevant and useful for
investors because they allow investors to view our performance in a manner consistent with the method used by
our management; and because they exclude items that are not representative of our normal operations, they provide
a clearer perspective on underlying performance, and make it easier for investors, analysts and peers to compare
our operating performance to other companies in the industry and to compare our results across reporting periods.
Because the adjusted measures are measures of performance not calculated in accordance with U.S. GAAP, they
should not be considered in isolation of, or as a substitute for, our results as reported under U.S. GAAP, including
net earnings (loss), (provision for) benefit from income taxes, net earnings (loss) attributable to Parent, diluted
EPS, and effective income tax rate, as applicable, as indicators of operating performance and undue reliance should
not be placed on these adjusted measures. Other companies may define these measures, including Adjusted
EBITDA, differently and, as a result, our adjusted measures may not be directly comparable to similarly titled
measures of other companies.
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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
The following tables reconcile the adjusted measures to their most directly comparable financial measures in
accordance with U.S. GAAP. The tax impacts on the items identified as affecting comparability in the tables below
have been calculated using the tax rate applicable to each item.
Successor
Predecessor
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Six Months
Ended June 30,
Six Months
Ended June 30,
2026
2025
2026
2025
Net earnings attributable to Parent (GAAP)
$41
$57
$209
$209
Net earnings attributable to
noncontrolling interests
-
Equity in loss of investee companies,
net of tax
Provision for income taxes
Other items, net
Interest expense, net
Gain on dispositions (a)
-
-
-
(35)
Transaction-related items (a)
Restructuring charges (a)
Impairment charges (a)
-
-
Stock-based compensation
Depreciation and amortization
Adjusted EBITDA (Non-GAAP)
$1,099
$863
$2,260
$1,595
(a) See notes on the following tables for additional information on items affecting comparability.
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Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Successor
Three Months Ended June 30, 2026
Earnings Before
Income Taxes
Provision for
Income Taxes
Net Earnings
Attributable to
Parent
Diluted EPS
Reported (GAAP)
$215
$(120)
(c)
$41
$.04
Items affecting comparability:
Restructuring charges (a)
(5)
.02
Transaction-related items (b)
(15)
.12
Discrete tax items
-
(4)
(4)
-
Adjusted (Non-GAAP)
$403
$(144)
(c)
$205
$.18
(a) Reflects severance costs, as further described under Restructuring and Transaction-Related Items.
(b) Principally reflects legal, advisory, and other professional fees associated with the planned WBD Merger and related
integration.
(c) The reported effective income tax rate for the three months ended June 30, 2026 was 55.8% and the adjusted effective income
tax rate, which is calculated as the adjusted provision for income taxes of $144 million divided by adjusted earnings before
income taxes of $403 million, was 35.7%. These adjusted measures exclude the items affecting comparability detailed above.
Predecessor
Three Months Ended June 30, 2025
Earnings Before
Income Taxes
Provision for
Income Taxes
Net Earnings
Attributable to
Parent
Diluted EPS
Reported (GAAP)
$178
$(50)
(d)
$57
$.08
Items affecting comparability:
Impairment charges (a)
(39)
.17
Restructuring charges (b)
(42)
.20
Transaction-related items (c)
(1)
.01
Discrete tax items
-
-
Adjusted (Non-GAAP)
$516
$(130)
(d)
$315
$.46
(a) Reflects a charge to reduce the carrying values of FCC licenses in certain markets to their estimated fair values.
(b) Reflects severance costs, as further described under Restructuring and Transaction-Related Items.
(c) Reflects legal, advisory, and other professional fees relating to the Skydance Transactions.
(d) The reported effective income tax rate for the three months ended June 30, 2025 was 28.1% and the adjusted effective income
tax rate, which is calculated as the adjusted provision for income taxes of $130 million divided by adjusted earnings from
continuing operations before income taxes of $516 million, was 25.2%. These adjusted measures exclude the items affecting
comparability detailed above.
-55-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Successor
Six Months Ended June 30, 2026
Earnings Before
Income Taxes
Provision for
Income Taxes
Net Earnings
Attributable to
Parent
Diluted EPS
Reported (GAAP)
$607
$(275)
(c)
$209
$.19
Items affecting comparability:
Restructuring charges (a)
(5)
.03
Transaction-related items (b)
(21)
.21
Discrete tax items
-
(8)
(8)
(.01)
Adjusted (Non-GAAP)
$898
$(309)
(c)
$466
$.42
(a) Reflects severance costs, as further described under Restructuring and Transaction-Related Items.
(b) Principally reflects legal, advisory and other professional fees associated with the planned WBD Merger and related
integration.
(c) The reported effective income tax rate for the six months ended June 30, 2026 was 45.3% and the adjusted effective income
tax rate, which is calculated as the adjusted provision for income taxes of $309 million divided by adjusted earnings before
income taxes of $898 million, was 34.4%. These adjusted measures exclude the items affecting comparability detailed above.
Predecessor
Six Months Ended June 30, 2025
Earnings Before
Income Taxes
Provision for
Income Taxes
Net Earnings
Attributable to
Parent
Diluted EPS
Reported (GAAP)
$512
$(150)
(e)
$209
$.31
Items affecting comparability:
Impairment charges (a)
(39)
.17
Restructuring charges (b)
(58)
.27
Transaction-related items (c)
(1)
.04
Gain on dispositions (d)
(35)
(33)
(.05)
Discrete tax items
-
.01
Adjusted (Non-GAAP)
$900
$(237)
(e)
$510
$.75
(a) Reflects a charge to reduce the carrying values of FCC licenses in certain markets to their estimated fair values.
(b) Includes severance costs and charges for the impairment of lease assets, as further described under Restructuring and
Transaction-Related Items.
(c) Reflects legal, advisory, and other professional fees relating to the Skydance Transactions.
(d) Principally reflects a gain associated with the disposition of a noncore business.
(e) The reported effective income tax rate for the six months ended June 30, 2025 was 29.3% and the adjusted effective income
tax rate, which is calculated as the adjusted provision for income taxes of $237 million divided by adjusted earnings before
income taxes of $900 million, was 26.3%. These adjusted measures exclude the items affecting comparability detailed above.
-56-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Consolidated Results of Operations
Revenues
Three Months Ended June 30,
Successor
Predecessor
% of Total
Revenues
% of Total
Revenues
Increase/(Decrease)
2026
2025
$
%
Revenues by Type:
Advertising
$1,959
28%
$2,152
31%
$(193)
(9)%
Affiliate and
subscription
3,520
3,445
Theatrical
(116)
(46)
Licensing and other
1,296
Total Revenues
$6,913
100%
$6,849
100%
$64
1%
Six Months Ended June 30,
Successor
Predecessor
Increase/(Decrease)
% of Total
Revenues
% of Total
Revenues
2026
2025
$
%
Revenues by Type:
Advertising
$4,401
31%
$4,665
33%
$(264)
(6)%
Affiliate and
subscription
7,021
6,842
Theatrical
(112)
(28)
Licensing and other
2,548
2,132
Total Revenues
$14,260
100%
$14,041
100%
$219
2%
Advertising
Advertising revenues are generated primarily from the sale of advertising spots on our global broadcast and cable
networks, television stations, and streaming services.
The decreases in advertising revenues of 9% and 6% for the three and six months ended June 30, 2026,
respectively, are primarily due to declines in the linear advertising market and a negative impact of 6% and 3%
from the comparison against CBS's broadcast in the second quarter of 2025 of the National Semifinals and
National Championship games of the NCAA Division I Men's Basketball Championship (the "NCAA
Tournament"), which we have the rights to broadcast every other year, partially offset by growth for Paramount+.
Affiliate and subscription
Affiliate and subscription revenues are principally comprised of affiliate fees we receive from distributors for their
carriage of our cable networks (cable affiliate fees) and television stations (retransmission fees), as well as fees
-57-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
received from third-party television stations for their affiliation with the CBS Television Network (reverse
compensation), and subscription fees for our streaming services.
The growth in affiliate and subscription revenues of 2% and 3% for the three and six months ended June 30, 2026,
respectively, reflects increases of 6% in each period from growth at Paramount+, driven by pricing increases and
subscriber growth, partially offset by decreases of 3% in each period from lower linear affiliate revenues.
Paramount+ had 81.6 million subscribers at June 30, 2026 and 76.8 million subscribers at June 30, 2025.
Theatrical
The decreases in theatrical revenues of $116 million and $112 million for the three- and six-month periods,
respectively, were driven by the comparison against the second quarter 2025 release of Mission: Impossible - The
Final Reckoning. Theatrical releases in 2026 included Scream 7 in the first quarter and Scary Movie (2026) in the
second quarter.
Licensing and other
Licensing and other revenues are principally comprised of fees from the licensing of the rights to exhibit our
internally-produced television and film programming on various platforms in the secondary market after its initial
exhibition on our owned or third-party platforms; license fees from content produced or distributed for third
parties; home entertainment revenues, which primarily include revenues from the viewing of our content on a
transactional basis through transactional video-on-demand (TVOD) and electronic sell-through services; fees from
the use of our trademarks and brands for consumer products, recreation and live events; revenues from games and
other interactive content; and revenues from studio rentals and production services.
The increases in licensing and other revenues of 30% and 20% for the three and six months ended June 30, 2026,
respectively, were driven by the inclusion of Skydance following the Skydance Transactions in August 2025 and
increases in revenues from secondary market licensing and content produced for third parties.
Operating Expenses
Three Months Ended June 30,
Successor
Predecessor
% of
Operating
Expenses
% of
Operating
Expenses
Increase/(Decrease)
2026
2025
$
%
Operating expenses by Type:
Content costs
$3,267
74%
$3,424
74%
$(157)
(5)%
Distribution and other
1,176
1,200
(24)
(2)
Total Operating Expenses
$4,443
100%
$4,624
100%
$(181)
(4)%
Six Months Ended June 30,
Successor
Predecessor
% of
Operating
Expenses
% of
Operating
Expenses
Increase/(Decrease)
2026
2025
$
%
Operating expenses by Type:
Content costs
$7,047
76%
$7,285
76%
$(238)
(3)%
Distribution and other
2,251
2,300
(49)
(2)
Total Operating Expenses
$9,298
100%
$9,585
100%
$(287)
(3)%
-58-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Content Costs
Content costs include the amortization of costs of internally-produced television content, theatrical film content,
and interactive game development; amortization of acquired program rights; other television production costs,
including on-air talent; and participation and residuals expenses, which reflect amounts owed to talent and other
participants in our content pursuant to contractual and collective bargaining arrangements.
The decreases of 5% and 3% for the three- and six-month periods, respectively, primarily reflect reductions in
programming assets resulting from the pushdown of the Ultimate Parent's basis and other cost reductions for
broadcast and cable programming, including lower costs for the NCAA Tournament, partially offset by the
inclusion of Skydance in the current-year periods and higher sports costs for Paramount+.
Distribution and Other
Distribution and other operating expenses primarily include costs relating to the distribution of our content,
including marketing and other costs to support our theatrical releases; revenue-sharing costs, including for third-
party distribution and to television stations affiliated with the CBS Television Network; compensation; and other
costs associated with our operations.
Distribution and other operating expenses decreased 2% for each of the three- and six-month periods ended
June 30, 2026, primarily reflecting lower costs for the distribution of theatrical releases, driven by costs for
Mission: Impossible - The Final Reckoning in 2025, partially offset by higher revenue sharing costs for our
streaming services, mainly for third-party distribution.
Selling, General and Administrative Expenses
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Selling, general and
administrative expenses
$1,443
$1,401
$42
3%
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Selling, general and
administrative expenses
$2,854
$2,944
$(90)
(3)%
Selling, general and administrative ("SG&A") expenses include costs incurred for advertising and marketing for
our linear networks and streaming services, research, occupancy, professional service fees, and back office support,
including employee compensation (inclusive of stock-based compensation expense) and technology. SG&A
expenses increased 3% for the three-month period, primarily reflecting higher costs for technology and
professional services. SG&A expenses decreased 3%, for the six-month period, primarily reflecting lower
marketing costs and lower compensation costs resulting from our workforce restructuring activities, partially offset
by higher costs for technology and professional services.
-59-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Depreciation and Amortization
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Depreciation and amortization
$364
$87
$277
318%
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Depreciation and amortization
$726
$175
$551
315%
Depreciation and amortization expense reflects depreciation of fixed assets and amortization of finite-lived
intangible assets. The increase primarily reflects amortization of intangible assets established in connection with
the pushdown of the Ultimate Parent's basis (See Note 2 to the consolidated financial statements).
Impairment Charges
During the second quarter of 2025, we performed interim impairment tests of FCC licenses in six markets, which
resulted in an impairment charge of $157 million to write down the carrying values of FCC licenses in these
markets to their then aggregate estimated fair value.
Restructuring and Transaction-Related Items
During the three and six months ended June 30, 2026 and 2025, we recorded the following restructuring charges
and transaction-related items.
Successor
Predecessor
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Six Months
Ended June 30,
Six Months
Ended June 30,
2026
2025
2026
2025
Severance (a)
$35
$177
$35
$177
Exit costs
-
-
-
Restructuring charges
Transaction-related items
Restructuring and transaction-related
items
$188
$181
$291
$266
(a) Severance costs include the accelerated vesting of stock-based compensation.
-60-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Restructuring Charges
During the second quarter of 2026, we recorded restructuring severance costs of $35 million associated with
changes in management and aligning the business around our strategic priorities following the Skydance
Transactions, including costs related to a plan under which severance payments are being provided to certain
eligible employees who voluntarily elected to participate.
Restructuring charges for the three and six months ended June 30, 2025 included severance costs of $177 million
associated with strategic changes in our global workforce in order to streamline our organization. In addition,
during the six months ended June 30, 2025, we recorded exit costs of $65 million, primarily for the impairment of
lease assets that we ceased use of in connection with initiatives to reduce our real estate footprint.
Transaction-Related Items
Transaction-related items include costs directly associated with prospective and completed mergers and
acquisitions, as well as related integration activities. During the three and six months ended June 30, 2026, we
recorded transaction-related costs of $153 million and $256 million, respectively, principally for legal, advisory,
and other professional fees associated with the planned WBD Merger and related integration. During the three and
six months ended June 30, 2025, we recorded legal, advisory, and other professional fees relating to the Skydance
Transactions of $4 million and $24 million, respectively.
Gain on Dispositions
During the first quarter of 2025, we recorded a gain on dispositions totaling $35 million, principally associated
with the disposition of a noncore business.
Interest Expense/Income
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Interest expense
$255
$214
$41
19%
Interest income
$29
$32
$(3)
(9)%
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Interest expense
$493
$431
$62
14%
Interest income
$67
$70
$(3)
(4)%
In connection with the pushdown of the Ultimate Parent's basis, our debt was recorded at fair value, which resulted
in a decrease to our total debt balance of $898 million. The adjustments to fair value for each of our senior and
junior debt issuances are being amortized over the remaining term of the applicable issuance within interest
expense. The weighted average interest rate on our senior and junior debt was 5.20% at June 30, 2026 (Successor)
and 5.17% at June 30, 2025 (Predecessor). In addition, during the three and six months ended June 30, 2026 we
incurred $30 million and $41 million, respectively, of interest expense associated with borrowings under our Credit
Facility (see Capital Structure). Credit facility borrowings outstanding at the closing of the WBD Merger are
-61-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
expected to be repaid with the funding from the private placement described in Note 1 to the consolidated financial
statements.
Other Items, Net
The following table presents the components of "Other items, net."
Successor
Predecessor
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Six Months
Ended June 30,
Six Months
Ended June 30,
2026
2025
2026
2025
Pension and postretirement
benefit costs
$17
$34
$35
$68
Foreign exchange loss
Loss on non-designated interest
rate hedges (a)
-
-
Other
-
-
Other items, net
$34
$39
$58
$76
(a) See Note 8 to the consolidated financial statements.
Provision for Income Taxes
The provision for income taxes represents federal, state and local, and foreign taxes on earnings before income
taxes and equity in loss of investee companies. For the three and six months ended June 30, 2026 (Successor),
we recorded a provision for income taxes of $120 million and $275 million, reflecting an effective income tax
rate of 55.8% and 45.3%, respectively. Included in the provision for income taxes are the following items
identified as affecting the comparability of our results, which in aggregate increased our effective income tax rate
by 20.1 percentage points and 10.9 percentage points for their respective periods. The higher tax rate in each
period compared with the same periods of 2025 also reflects an increase in foreign earnings subject to current
U.S. tax, along with a reduced benefit from the foreign-derived intangible income deduction.
Impact from Items Affecting Comparability
Successor
Three Months Ended June 30, 2026
Six Months Ended June 30, 2026
Earnings (Loss)
Before Income
Taxes
Benefit from
(Provision for)
Income Taxes
Earnings
(Loss) Before
Income Taxes
Benefit from
(Provision for)
Income Taxes
Restructuring charges (Note 4)
$(35)
$5
$(35)
$5
Transaction-related items (Note 4)
$(153)
$15
$(256)
$21
Net discrete tax benefit
n/a
$4
n/a
$8
n/a - not applicable
-62-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
For the three and six months ended June 30, 2025 (Predecessor), we recorded a provision for income taxes of
$50 million and $150 million, reflecting an effective income tax rate of 28.1% and 29.3%, respectively.
Included in the provision for income taxes are the following items identified as affecting the comparability of
our results, which in aggregate increased our effective income tax rate by 2.9 percentage points and 3.0
percentage points for their respective periods.
Impact from Items Affecting Comparability
Predecessor
Three Months Ended June 30, 2025
Six Months Ended June 30, 2025
Earnings (Loss)
Before Income
Taxes
Benefit from
(Provision for)
Income Taxes
Earnings (Loss)
Before Income
Taxes
Benefit from
(Provision for)
Income Taxes
Impairment charges (Note 15)
$(157)
$39
$(157)
$39
Restructuring charges (Note 4)
$(177)
$42
$(242)
$58
Transaction-related items (Note 4)
$(4)
$1
$(24)
$1
Gain from dispositions
$-
$-
$35
$(2)
Net discrete tax provision
n/a
$(2)
n/a
$(9)
n/a - not applicable
Equity in Loss of Investee Companies, Net of Tax
The following tables present equity in loss of investee companies for our equity-method investments.
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Equity in loss of investee companies
$(52)
$(64)
$(12)
(19)%
Tax provision
(2)
(3)
(1)
(33)
Equity in loss of investee companies,
net of tax
$(54)
$(67)
$(13)
(19)%
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Equity in loss of investee companies
$(114)
$(138)
$(24)
(17)%
Tax provision
(2)
(2)
-
-
Equity in loss of investee companies,
net of tax
$(116)
$(140)
$(24)
(17)%
-63-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Net Earnings Attributable to Parent and Diluted EPS
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Net earnings attributable to Parent
$41
$57
$(16)
(28)%
Diluted EPS
$.04
$.08
$(.04)
(50)%
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase/(Decrease)
2026
2025
$
%
Net earnings attributable to Parent
$209
$209
$-
-%
Diluted EPS
$.19
$.31
$(.12)
(39)%
For the three months ended June 30, 2026 (Successor), we reported net earnings attributable to Parent of $41
million, or $.04 per diluted share, compared with net earnings attributable to Parent of $57 million, or $.08 per
diluted share, for the three months ended June 30, 2025 (Predecessor). For the six months ended June 30, 2026
(Successor), we reported net earnings attributable to Parent of $209 million, or $.19 per diluted share, compared
with net earnings attributable to Parent of $209 million, or $.31 per diluted share, for the six months ended June 30,
2025 (Predecessor). For both the three- and six-month periods, the decrease in diluted EPS reflects shares issued in
connection with the Skydance Transactions and the NAI Transaction (see Note 10 to the consolidated financial
statements).
-64-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Segment Results of Operations
Beginning in 2026, we transitioned our reporting structure into three new segments: Studios, Direct-to-Consumer,
and TV Media. Under the new segment structure, our Studios segment reflects the combination of the historical
Filmed Entertainment segment with the historical TV Media studio operations, consolidating our content creation
activities. Additionally, our premium cable channel, Paramount+ with Showtime, which was previously under the
TV Media segment, is now managed under the Direct-to-Consumer segment. Concurrent with the change to our
segments, we updated our segment expense allocations to better reflect how we operate and make cost decisions
across the business (together with the segment change, the "new segment presentation"). Certain centralized costs
that were previously allocated at the segment level are now reported within corporate expenses.
The tables below set forth our financial information by reportable segment. As a result of the new accounting basis
established in connection with the Skydance Transactions and NAI Transaction on August 7, 2025, which makes
our results of operations not comparable between the Successor and Predecessor periods, we are required to present
segment information for periods prior to August 7, 2025 based on our previous segments, Filmed Entertainment,
Direct-to-Consumer, and TV Media. In addition, in order to provide useful information for investors that is
consistent with the manner in which our management reviews our results, on the following pages we have provided
supplemental non-GAAP presentations reflecting the Predecessor amounts for the three and six months ended June
30, 2025 recast under the new segment presentation, as well as the related reconciliations from the GAAP
presentation.
GAAP
Non-GAAP (a)
Successor
Predecessor
Predecessor
Three Months Ended
June 30,
Three Months Ended
June 30,
Three Months Ended
June 30,
2026
2025
2025
Revenues:
Studios
Filmed Entertainment
Studios
Theatrical
$138
$254
$254
Licensing and other
1,172
Advertising
Total
1,314
1,135
Direct-to-Consumer
Direct-to-Consumer (b)
Direct-to-Consumer
Advertising
Affiliate and subscription
1,939
1,665
1,769
Licensing
-
Total
2,474
2,160
2,264
TV Media
TV Media (b)
TV Media
Advertising
1,420
1,657
1,655
Affiliate and subscription
1,581
1,780
1,676
Licensing and other
Total
3,128
4,011
3,454
Eliminations
Eliminations
Eliminations
(3)
(12)
(4)
Total Revenues
$6,913
$6,849
$6,849
-65-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
GAAP
Non-GAAP (a)
Successor
Predecessor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Three Months
Ended June 30,
2026
2025
2025
Adjusted EBITDA:
Adjusted OIBDA(c):
Adjusted EBITDA:
Studios
$36
Filmed Entertainment
$(84)
Studios
$(31)
Direct-to-Consumer
Direct-to-Consumer (b)
Direct-to-Consumer
TV Media
1,063
TV Media (b)
TV Media
Corporate/
Eliminations (d)
(366)
Corporate/
Eliminations (d)
(73)
Corporate/
Eliminations (d)
(272)
Stock-based
compensation (e)
(72)
Stock-based
compensation (e)
(39)
Stock-based
compensation (e)
(39)
Depreciation and
amortization
(364)
Depreciation and
amortization
(87)
Depreciation and
amortization
(87)
Impairment charges
-
Impairment charges
(157)
Impairment charges
(157)
Restructuring and
transaction-related
items (e)
(188)
Restructuring and
transaction-related
items (e)
(181)
Restructuring and
transaction-related
items (e)
(181)
Operating income
Operating income
Operating income
Interest expense, net
(226)
Interest expense, net
(182)
Interest expense, net
(182)
Other items, net
(34)
Other items, net
(39)
Other items, net
(39)
Earnings before
income taxes and
equity in loss of
investee companies
Earnings before
income taxes and
equity in loss of
investee companies
Earnings before
income taxes and
equity in loss of
investee companies
Provision for income
taxes
(120)
Provision for income
taxes
(50)
Provision for income
taxes
(50)
Equity in loss of
investee companies,
net of tax
(54)
Equity in loss of
investee companies,
net of tax
(67)
Equity in loss of
investee companies,
net of tax
(67)
Net earnings (Parent
and noncontrolling
interests)
Net earnings (Parent
and noncontrolling
interests)
Net earnings (Parent
and noncontrolling
interests)
Net earnings
attributable to
noncontrolling
interests
-
Net earnings
attributable to
noncontrolling
interests
(4)
Net earnings
attributable to
noncontrolling
interests
(4)
Net earnings
attributable to Parent
$41
Net earnings
attributable to Parent
$57
Net earnings
attributable to Parent
$57
(a) As discussed above, Adjusted EBITDA by segment recast under our new segment presentation is non-GAAP. See Studios, Direct-
to-Consumer, and TV Media on the following pages for reconciliations from the GAAP segment presentation for the three months
ended June 30, 2025 to the non-GAAP recast amounts. All other amounts in this table are presented on a GAAP basis.
(b) Reflects the historical segment composition for Direct-to-Consumer and TV Media.
(c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to
Adjusted EBITDA. See Note 13 to the consolidated financial statements for further discussion.
(d) As noted above, concurrent with the change to our segments, we updated our segment expense allocations to better reflect how we
operate and make cost decisions across the business, which resulted in higher costs at Corporate. The increase compared with the
non-GAAP Predecessor presentation was driven by higher technology costs and consulting fees.
-66-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
(e) The increase in stock-based compensation expense between the 2026 and 2025 periods was driven by grants following the Skydance
Transactions and the comparison to lower expenses in 2025 as a result of accelerated vesting in December 2024 of certain
employees' RSUs and PSUs to help mitigate potential tax impacts that would otherwise arise under Sections 280G and 4999 of the
Internal Revenue Code. Stock-based compensation expense of $9 million for three months ended June 30, 2026 (Successor) and $4
million for the three months ended June 30, 2025 (Predecessor) is included in "Restructuring and transaction-related items."
GAAP
Non-GAAP (a)
Successor
Predecessor
Predecessor
Six Months Ended June 30,
Six Months Ended June 30,
Six Months Ended June 30,
2026
2025
2025
Revenues:
Studios
Filmed Entertainment
Studios
Theatrical
$290
$402
$402
Licensing and other
2,299
1,883
Advertising
Total
2,597
1,317
2,294
Direct-to-Consumer
Direct-to-Consumer (b)
Direct-to-Consumer
Advertising
1,052
Affiliate and subscription
3,820
3,236
3,447
Licensing
-
Total
4,872
4,204
4,415
TV Media
TV Media (b)
TV Media
Advertising
3,341
3,695
3,691
Affiliate and subscription
3,201
3,606
3,395
Licensing and other
1,248
Total
6,794
8,549
7,338
Eliminations
Eliminations
Eliminations
(3)
(29)
(6)
Total Revenues
$14,260
$14,041
$14,041
-67-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
GAAP
Non-GAAP (a)
Successor
Predecessor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Six Months
Ended June 30,
2026
2025
2025
Adjusted EBITDA:
Adjusted OIBDA(c):
Adjusted EBITDA:
Studios
$200
Filmed Entertainment
$(64)
Studios
$51
Direct-to-Consumer
Direct-to-Consumer (b)
Direct-to-Consumer
TV Media
2,118
TV Media (b)
1,785
TV Media
1,863
Corporate/
Eliminations (d)
(675)
Corporate/
Eliminations (d)
(174)
Corporate/
Eliminations (d)
(569)
Stock-based
compensation (e)
(152)
Stock-based
compensation (e)
(83)
Stock-based
compensation (e)
(83)
Depreciation and
amortization
(726)
Depreciation and
amortization
(175)
Depreciation and
amortization
(175)
Impairment charges
-
Impairment charges
(157)
Impairment charges
(157)
Restructuring and
transaction-related
items (e)
(291)
Restructuring and
transaction-related
items (e)
(266)
Restructuring and
transaction-related
items (e)
(266)
Gain on dispositions
-
Gain on dispositions
Gain on dispositions
Operating income
1,091
Operating income
Operating income
Interest expense, net
(426)
Interest expense, net
(361)
Interest expense, net
(361)
Other items, net
(58)
Other items, net
(76)
Other items, net
(76)
Earnings before
income taxes and
equity in loss of
investee companies
Earnings before
income taxes and
equity in loss of
investee companies
Earnings before
income taxes and
equity in loss of
investee companies
Provision for income
taxes
(275)
Provision for income
taxes
(150)
Provision for income
taxes
(150)
Equity in loss of
investee companies,
net of tax
(116)
Equity in loss of
investee companies,
net of tax
(140)
Equity in loss of
investee companies,
net of tax
(140)
Net earnings (Parent
and noncontrolling
interests)
Net earnings (Parent
and noncontrolling
interests)
Net earnings (Parent
and noncontrolling
interests)
Net earnings
attributable to
noncontrolling
interests
(7)
Net earnings
attributable to
noncontrolling
interests
(13)
Net earnings
attributable to
noncontrolling
interests
(13)
Net earnings
attributable to Parent
$209
Net earnings
attributable to Parent
$209
Net earnings
attributable to Parent
$209
(a) As discussed above, Adjusted EBITDA by segment recast under our new segment presentation is non-GAAP. See Studios, Direct-
to-Consumer, and TV Media on the following pages for reconciliations from the GAAP segment presentation for the six months
ended June 30, 2025 to the non-GAAP recast amounts. All other amounts in this table are presented on a GAAP basis.
(b) Reflects the historical segment composition for Direct-to-Consumer and TV Media.
(c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to
Adjusted EBITDA. See Note 13 to the consolidated financial statements for further discussion.
(d) As noted above, concurrent with the change to our segments, we updated our segment expense allocations to better reflect how we
operate and make cost decisions across the business, which resulted in higher costs at Corporate. The increase compared with the
non-GAAP Predecessor presentation was driven by higher technology costs and consulting fees.
-68-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
(e) The increase in stock-based compensation expense between the 2026 and 2025 periods was driven by grants following the Skydance
Transactions and the comparison to lower expenses in 2025 as a result of accelerated vesting in December 2024 of certain
employees' RSUs and PSUs to help mitigate potential tax impacts that would otherwise arise under Sections 280G and 4999 of the
Internal Revenue Code. Stock-based compensation expense of $9 million for the six months ended June 30, 2026 (Successor) and
$4 million for the six months ended June 30, 2025 (Predecessor) is included in "Restructuring and transaction-related items."
Studios/Filmed Entertainment
Our Studios segment consists of our television and film studio operations, including CBS Studios, Paramount
Television Studios, Nickelodeon Animation, Paramount Pictures, Paramount Animation, and Miramax, as well
as Skydance Animation, Film, and Television, Paramount Sports Entertainment and Paramount Games Studio.
For the Predecessor period, our Filmed Entertainment segment was most comparable to our new Studios
segment and excluded studio operations related to our TV Media businesses, including CBS Studios and
Paramount Television Studios.
Three Months Ended June 30, 2026 and 2025
GAAP
Non-GAAP
Successor
Predecessor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase/(Decrease) (e)
2026
2025
2025
$
%
Studios
Filmed
Entertainment
Adjustments (d)
Studios
Theatrical
$138
$254
$-
$254
$(116)
(46)%
Licensing and other
1,172
Advertising (a)
-
-
Revenues
1,314
1,135
Content costs
Advertising and
marketing
(57)
(29)
Other (b)
(20)
(9)
Expenses
1,278
1,166
Adjusted EBITDA/
Adjusted OIBDA (c)
$36
$(84)
$53
$(31)
$67
n/m
n/m - not meaningful
(a) Primarily reflects advertising revenues earned from the use of Studios content on third-party digital platforms.
(b) Other segment expenses for our Studios segment include employee compensation; costs relating to the distribution of our content;
costs for occupancy, technology, and professional services; and other costs associated with our operations.
(c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA
to Adjusted EBITDA. See Note 13 to the consolidated financial statements.
(d) Reflects the inclusion of the historical TV Media studio operations and updates to our segment expense allocations to better reflect
how we operate and make cost decisions across the business.
(e) Reflects the comparison between the Successor results for the three months ended June 30, 2026 to the non-GAAP Predecessor
results for the three months ended June 30, 2025.
-69-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Revenues
Theatrical
Theatrical revenues for the second quarter of 2026 included revenues from the release of Scary Movie (2026). The
second quarter of 2025 benefited from the release of Mission: Impossible - The Final Reckoning.
Licensing and Other
Licensing and other revenues include Skydance revenues in 2026. The comparison to the non-GAAP Predecessor
presentation also reflects increases in revenues from secondary market licensing and content produced for third
parties.
Expenses
Content Costs
Content costs in 2026 include costs for Skydance and certain of our television studio operations, which were not in
the Predecessor segment results.
Advertising and Marketing
Advertising and marketing expenses in each quarter reflect the mix of films in theaters, including the comparison
against marketing costs for Mission: Impossible - The Final Reckoning in the second quarter of 2025.
Other
Other expenses in the second quarter of 2026 include costs for Skydance and certain of our television studio
operations, which were not in the Predecessor segment results. The 9% decrease compared with the non-GAAP
Predecessor presentation was driven by lower costs associated with the distribution of films in theaters, including
the comparison against distribution costs for Mission: Impossible - The Final Reckoning in the second quarter of
2025.
Adjusted EBITDA
Adjusted EBITDA in the second quarter of 2026 benefited from the comparison against the higher marketing and
other distribution costs for Mission: Impossible - The Final Reckoning in the second quarter of 2025.
-70-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Studios/Filmed Entertainment
Six Months Ended June 30, 2026 and 2025
GAAP
Non-GAAP
Successor
Predecessor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase/(Decrease) (e)
2026
2025
2025
$
%
Studios
Filmed
Entertainment
Adjustments (d)
Studios
Theatrical
$290
$402
$-
$402
$(112)
(28)%
Licensing and other
2,299
1,883
Advertising (a)
(1)
(11)
Revenues
2,597
1,317
2,294
Content costs
1,742
1,475
Advertising and
marketing
(74)
(23)
Other (b)
(39)
(9)
Expenses
2,397
1,381
2,243
Adjusted EBITDA/
Adjusted OIBDA (c)
$200
$(64)
$115
$51
$149
292%
(a) Primarily reflects advertising revenues earned from the use of Studios content on third-party digital platforms.
(b) Other segment expenses for our Studios segment include employee compensation; costs relating to the distribution of our content;
costs for occupancy, technology, and professional services; and other costs associated with our operations.
(c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA
to Adjusted EBITDA. See Note 13 to the consolidated financial statements.
(d) Reflects the inclusion of the historical TV Media studio operations and updates to our segment expense allocations to better reflect
how we operate and make cost decisions across the business.
(e) Reflects the comparison between the Successor results for the six months ended June 30, 2026 to the non-GAAP Predecessor results
for the six months ended June 30, 2025.
Revenues
Theatrical
Theatrical revenues for the six months ended June 30, 2026 included revenues from the second quarter 2026
release of Scary Movie (2026), the first quarter 2026 release of Scream 7, and the fourth quarter 2025 release of
The SpongeBob Movie: Search for SquarePants. The comparable prior-year period benefited from the second
quarter 2025 release of Mission: Impossible - The Final Reckoning as well as the fourth quarter 2024 release of
Sonic the Hedgehog 3.
Licensing and Other
Licensing and other revenues include Skydance revenues in 2026.
-71-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Expenses
Content Costs
Content costs in 2026 include costs for Skydance and certain of our television studio operations, which were not in
the Predecessor segment results.
Advertising and Marketing
Advertising and marketing expenses in each period reflect the mix of films in theaters, including the comparison
against marketing costs for Mission: Impossible - The Final Reckoning in 2025.
Other
Other expenses for the six months ended June 30, 2026 include costs for Skydance and certain of our television
studio operations, which were not in the Predecessor segment results. The 9% decrease compared with the non-
GAAP Predecessor presentation was driven by lower costs associated with the distribution of films in theaters.
Adjusted EBITDA
Adjusted EBITDA for the six months ended June 30, 2026 benefited from the mix of titles licensed and the
comparison against the higher marketing and other distribution costs for Mission: Impossible - The Final
Reckoning in 2025.
-72-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Direct-to-Consumer
Our Direct-to-Consumer segment consists of our portfolio of domestic and international pay and free streaming
services, including Paramount+ and Pluto TV, as well as our domestic premium cable network, Paramount+
with Showtime. For the Predecessor period, the Direct-to Consumer segment excluded Paramount+ with
Showtime. During the second quarter of 2026, we integrated BET+ into Paramount+.
Three Months Ended June 30, 2026 and 2025
GAAP
Non-GAAP
Successor
Predecessor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase /(Decrease) (e)
2026
2025
2025
$
%
Direct-to-
Consumer
Direct-to-
Consumer
Adjustments (d)
Direct-to-
Consumer
Advertising
$535
$494
$-
$494
$41
8%
Affiliate and
subscription
1,939
1,665
1,769
Licensing (a)
-
-
(1)
n/m
Revenues
2,474
2,160
2,264
Content costs
1,161
1,085
1,114
Advertising and
marketing
Other (b)
(33)
Expenses
2,108
2,003
2,010
Adjusted EBITDA/
Adjusted OIBDA (c)
$366
$157
$97
$254
$112
44%
n/m - not meaningful
(a) Primarily reflects revenues from the licensing of content rights acquired by BET+.
(b) Other segment expenses for our Direct-to-Consumer segment include employee compensation; revenue-sharing costs, including for
third-party distribution; costs for occupancy, technology, and professional services; and other costs associated with our operations.
(c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA
to Adjusted EBITDA. See Note 13 to the consolidated financial statements.
(d) Reflects the inclusion of our premium cable channel, Paramount+ with Showtime, which was included in the TV Media segment in
2025, and updates to our segment expense allocations to better reflect how we operate and make cost decisions across the business.
(e) Reflects the comparison between the Successor results for the three months ended June 30, 2026 to the non-GAAP Predecessor
results for the three months ended June 30, 2025.
-73-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase /(Decrease)
Paramount+ (Global)
2026
2025
$
%
Revenues
$2,061
$1,771
$290
16%
Subscribers (in millions) (a)
81.6
76.8
4.8
6%
ARPU (in dollars) (b)
$8.52
$7.64
$.88
12%
(a) Subscribers include customers who are registered for Paramount+, either directly through our owned and
operated apps and websites, or through third-party distributors. Subscribers also include customers who are
provided with access through a subscription bundle with a domestic linear video streaming service (vMVPD)
or an international third-party distributor. Our subscriber count includes only paid subscriptions and reflects
the number of subscribers as of the applicable period-end date.
(b) We calculate average revenue per subscriber ("ARPU") as total Paramount+ revenues during the applicable
period divided by the average of Paramount+ subscribers at the beginning and end of the period, further
divided by the number of months in the period.
Revenues
Advertising
The increase in advertising revenues was driven by growth in impressions for Paramount+. Advertising revenues in
2026 benefited from the streaming of UFC events on Paramount+ under our new rights agreement that began in
January 2026.
Affiliate and Subscription
Affiliate and subscription revenues for the second quarter of 2026 benefited from pricing increases and growth in
Paramount+ subscribers. Compared with June 30, 2025, Paramount+ subscribers increased 4.8 million, or 6%,
driven by growth in domestic subscribers, partially offset by a decline in international subscribers, primarily due to
the nonrenewal of international distribution agreements. Compared with the second quarter of 2025, ARPU grew
12% to $8.52. The 10% increase in affiliate and subscription revenue compared with the non-GAAP Predecessor
presentation reflects growth for Paramount+, partially offset by a negative impact of 3% from combined revenue
declines for BET+ and Paramount+ with Showtime. As discussed above, BET+ was integrated into Paramount+
during the second quarter of 2026. The Paramount+ with Showtime decrease reflects declines in linear subscribers.
During the second quarter of 2026, Paramount+ subscribers increased 2.0 million, or 3%, compared with 79.6
million at March 31, 2026. The subscriber growth benefited from the UFC on Paramount+ and the premiere of
Dutton Ranch, but was partially offset by a decrease of 1.8 million subscribers from the nonrenewal of
international distribution agreements in Japan.
-74-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Expenses
Content Costs
Content costs during the second quarter of 2026 include higher costs associated with sporting events on
Paramount+, mainly for the UFC, as well as the impact from the net reduction in programming assets resulting
from the pushdown of the Ultimate Parent's basis.
Advertising and Marketing
Advertising and marketing expenses for the second quarter of 2026 include marketing costs for UFC events on
Paramount+, which led to the 4% increase compared with the non-GAAP Predecessor presentation.
Other
Other expenses for the second quarter of 2026 reflect higher revenue sharing costs, mainly for third-party
distribution.
Adjusted EBITDA
Adjusted EBITDA in the second quarter of 2026 benefited from the revenue growth and the impact on content
costs from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent's basis,
partially offset by higher costs associated with sporting events on Paramount+.
-75-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Direct-to-Consumer
Six Months Ended June 30, 2026 and 2025
GAAP
Non-GAAP
Successor
Predecessor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase /(Decrease) (e)
2026
2025
2025
$
%
Direct-to-
Consumer
Direct-to-
Consumer
Adjustments (d)
Direct-to-
Consumer
Advertising
$1,052
$967
$-
$967
$85
9%
Affiliate and
subscription
3,820
3,236
3,447
Licensing (a)
-
-
(1)
n/m
Revenues
4,872
4,204
4,415
Content costs
2,407
2,300
2,344
Advertising and
marketing
(33)
(5)
Other (b)
1,217
1,221
(64)
1,157
Expenses
4,255
4,156
4,165
Adjusted EBITDA/
Adjusted OIBDA (c)
$617
$48
$202
$250
$367
147%
n/m - not meaningful
(a) Primarily reflects revenues from the licensing of content rights acquired by BET+.
(b) Other segment expenses for our Direct-to-Consumer segment include employee compensation; revenue-sharing costs, including for
third-party distribution; costs for occupancy, technology, and professional services; and other costs associated with our operations.
(c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA
to Adjusted EBITDA. See Note 13 to the consolidated financial statements.
(d) Reflects the inclusion of our premium cable channel, Paramount+ with Showtime, which was included in the TV Media segment in
2025, and updates to our segment expense allocations to better reflect how we operate and make cost decisions across the business.
(e) Reflects the comparison between the Successor results for the six months ended June 30, 2026 to the non-GAAP Predecessor
results for the six months ended June 30, 2025.
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase /(Decrease)
Paramount+ (Global)
2026
2025
$
%
Revenues
$4,035
$3,457
$578
17%
Revenues
Advertising
The increase in advertising revenues was driven by growth in impressions for Paramount+. Advertising revenues in
2026 benefited from the streaming of UFC events on Paramount+.
-76-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Affiliate and Subscription
Affiliate and subscription revenues for the six months ended June 30, 2026 benefited from pricing increases and
growth in Paramount+ subscribers. The 11% increase compared with the non-GAAP predecessor presentation
reflects growth for Paramount+, partially offset by a negative impact of 2% from combined revenue declines for
BET+ and Paramount+ with Showtime.
Expenses
Content Costs
Content costs during the first half of 2026 include higher costs associated with sporting events on Paramount+,
mainly for the UFC, as well as the impact from the net reduction in programming assets resulting from the
pushdown of the Ultimate Parent's basis.
Advertising and Marketing
Advertising and marketing expenses for the six months ended June 30, 2026 include the impact from cost savings
initiatives, which led to the 5% decrease compared with the non-GAAP Predecessor presentation.
Other
Other expenses in 2026 reflect higher revenue sharing costs, mainly for third-party distribution.
Adjusted EBITDA
Adjusted EBITDA for the six months ended June 30, 2026 benefited from the revenue growth and the impact on
content costs from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent's
basis, partially offset by higher costs associated with sporting events on Paramount+.
-77-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
TV Media
Our TV Media segment consists of our (1) broadcast operations-the CBS Television Network, our domestic
broadcast television network; CBS Stations, our owned television stations; and our international free-to-air
networks, including Network 10 and Channel 5; (2) domestic basic cable networks, including MTV, Comedy
Central, Paramount Network, The Smithsonian Channel, Nickelodeon, BET Media Group, CBS Sports
Network, and international extensions of certain of these brands; and (3) CBS Media Ventures, which produces
and distributes first-run syndicated programming. TV Media also includes a number of digital properties such as
CBS News 24/7 for 24-hour news and CBS Sports HQ for sports news and analysis. For the Predecessor period,
the TV Media segment also included television studio operations and the premium cable network, Paramount+
with Showtime.
Three Months Ended June 30, 2026 and 2025
GAAP
Non-GAAP
Successor
Predecessor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase/(Decrease) (d)
2026
2025
2025
$
%
TV Media
TV Media
Adjustments (c)
TV Media
Advertising
$1,420
$1,657
$(2)
$1,655
$(235)
(14)%
Affiliate and subscription
1,581
1,780
(104)
1,676
(95)
(6)
Licensing and other
(451)
Revenues
3,128
4,011
(557)
3,454
(326)
(9)
Content costs
1,185
1,956
(380)
1,576
(391)
(25)
Advertising and marketing
(16)
(34)
(34)
Other (a)
1,076
(210)
(52)
(6)
Expenses
2,065
3,148
(606)
2,542
(477)
(19)
Adjusted EBITDA/
Adjusted OIBDA (b)
$1,063
$863
$49
$912
$151
17%
-78-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
GAAP
Non-GAAP
Successor
Predecessor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Three Months
Ended June 30,
Increase/(Decrease) (d)
2026
2025
2025
$
%
Advertising revenues
TV Media
TV Media
Adjustments (c)
TV Media
Domestic
$1,235
$1,392
$(2)
$1,390
$(155)
(11)%
International
-
(80)
(30)
Total
$1,420
$1,657
$(2)
$1,655
$(235)
(14)%
(a) Other segment expenses for our TV Media segment include employee compensation; revenue-sharing costs to television stations
affiliated with the CBS Television Network; costs relating to the distribution of our content; costs for research, occupancy, technology,
and professional services; and other costs associated with our operations.
(b) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to
Adjusted EBITDA. See Note 13 to the consolidated financial statements.
(c) Reflects the transfer of the historical TV Media studio operations to the Studios segment and our premium cable channel, Paramount+
with Showtime, to the Direct-to-Consumer segment, and updates to our segment expense allocations to better reflect how we operate
and make cost decisions across the business.
(d) Reflects the comparison between the Successor results for the three months ended June 30, 2026 to the non-GAAP Predecessor results
for the three months ended June 30, 2025.
Revenues
Advertising
Advertising revenues in the second quarter of 2026 were primarily impacted by a decrease of 8% from the
comparison against CBS's broadcast in the second quarter of 2025 of the National Semifinals and National
Championship games of the NCAA Tournament, which we have the rights to broadcast every other year, and
declines in the linear advertising market. The comparison also includes a decrease of 3% from the absence of
advertising revenues from Telefe and Chilevisión, which were sold in October 2025 and January 2026,
respectively, and an increase of 2% from higher political advertising revenues.
Affiliate and Subscription
Affiliate and subscription revenues in the second quarter of 2026 were impacted by declines in linear subscribers.
Licensing and Other
Licensing and other revenues in 2026 primarily include revenues from the licensing of first-run syndicated
programming. 2026 does not include revenues from our television studios, which were included in the Predecessor
segment results.
Expenses
Content costs, advertising and marketing expenses, and other expenses in the second quarter of 2026 benefited
from cost savings initiatives. Additionally, content costs in the second quarter of 2026 were lower due to the
comparison against CBS's broadcast in the second quarter of 2025 of the National Semifinals and National
Championship games of the NCAA Tournament, and also reflect the impact from the net reduction in
programming assets resulting from the pushdown of the Ultimate Parent's basis.
-79-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Adjusted EBITDA
Adjusted EBITDA in the second quarter of 2026 reflects the impact of cost savings initiatives and the pushdown of
the Ultimate Parent's basis.
TV Media
Six Months Ended June 30, 2026 and 2025
GAAP
Non-GAAP
Successor
Predecessor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase/(Decrease) (d)
2026
2025
2025
$
%
TV Media
TV Media
Adjustments (c)
TV Media
Advertising
$3,341
$3,695
$(4)
$3,691
$(350)
(9)%
Affiliate and subscription
3,201
3,606
(211)
3,395
(194)
(6)
Licensing and other
1,248
(996)
-
-
Revenues
6,794
8,549
(1,211)
7,338
(544)
(7)
Content costs
2,904
4,299
(827)
3,472
(568)
(16)
Advertising and marketing
(36)
(87)
(37)
Other (a)
1,626
2,196
(426)
1,770
(144)
(8)
Expenses
4,676
6,764
(1,289)
5,475
(799)
(15)
Adjusted EBITDA/
Adjusted OIBDA (b)
$2,118
$1,785
$78
$1,863
$255
14%
GAAP
Non-GAAP
Successor
Predecessor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
Six Months
Ended June 30,
Increase/(Decrease) (d)
2026
2025
2025
$
%
Advertising revenues
TV Media
TV Media
Adjustments (c)
TV Media
Domestic
$2,972
$3,190
$(4)
$3,186
$(214)
(7)%
International
-
(136)
(27)
Total
$3,341
$3,695
$(4)
$3,691
$(350)
(9)%
(a) Other segment expenses for our TV Media segment include employee compensation; revenue-sharing costs to television stations
affiliated with the CBS Television Network; costs relating to the distribution of our content; costs for research, occupancy, technology,
and professional services; and other costs associated with our operations.
(b) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to
Adjusted EBITDA. See Note 13 to the consolidated financial statements.
(c) Reflects the transfer of the historical TV Media studio operations to the Studios segment and our premium cable channel, Paramount+
with Showtime, to the Direct-to-Consumer segment, and updates to our segment expense allocations to better reflect how we operate
and make cost decisions across the business.
(d) Reflects the comparison between the Successor results for the six months ended June 30, 2026 to the non-GAAP Predecessor results
for the six months ended June 30, 2025.
-80-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Revenues
Advertising
Advertising revenues for the six months ended June 30, 2026 were impacted by declines in the linear advertising
market and a decrease of 4% from the comparison against CBS's broadcast in the second quarter of 2025 of the
NCAA Tournament, which we have the rights to broadcast every other year. The comparison also includes a
decrease of 2% from the absence of advertising revenues from Telefe and Chilevisión, which were sold in October
2025 and January 2026, respectively, and an increase of 2% from higher political advertising revenues.
Affiliate and Subscription
Affiliate and subscription revenues for the six months ended June 30, 2026 were impacted by declines in linear
subscribers.
Licensing and Other
Licensing and other revenues for the six months ended June 30, 2026 primarily include revenues from the licensing
of first-run syndicated programming. 2026 does not include revenues from our television studios, which were
included in the Predecessor segment results.
Expenses
Content costs, advertising and marketing expenses, and other expenses for the six months ended June 30, 2026
benefited from cost savings initiatives. Content costs for the six months ended June 30, 2026 also reflect the impact
from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent's basis.
Adjusted EBITDA
Adjusted EBITDA for the six months ended June 30, 2026 reflects the impact of cost savings initiatives and the
pushdown of the Ultimate Parent's basis.
Liquidity and Capital Resources
Sources and Uses of Cash
We project anticipated cash requirements for our operating, investing and financing needs as well as cash flows
expected to be generated and available to meet these needs. Our operating needs include, among other items,
expenditures for content for our broadcast and cable networks and streaming services, including television and film
programming, sports rights, and talent contracts, as well as advertising and marketing costs to promote our content
and platforms; payments for leases, interest, and income taxes; and pension funding obligations.
Our investing and financing spending includes capital expenditures; acquisitions; funding of investments, including
our streaming joint venture, SkyShowtime, under which we and our joint venture partner committed to support
initial operations over a multiyear period; discretionary share repurchases; dividends; and principal payments on
our outstanding indebtedness. Our long-term debt obligations due over the next five years (including the
borrowings under our Credit Facility described below) were $6.05 billion as of June 30, 2026. We routinely assess
our capital structure and opportunistically enter into transactions to manage our outstanding debt maturities, which
could result in a charge from the early extinguishment of debt.
-81-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Funding for both our short-term and long-term operating, investing and financing needs will come primarily from
cash flows from operating activities, cash and cash equivalents, which were $1.63 billion as of June 30, 2026, and
our ability to refinance our debt. Any additional cash funding requirements are financed with short-term
borrowings, including commercial paper and borrowings under our credit facility, and long-term debt. To the
extent that commercial paper is not available to us, the borrowing capacity under our Credit Facility, which
increased from $3.5 billion to $5.0 billion in April 2026 (see Capital Structure) is sufficient to satisfy short-term
borrowing needs. In the first quarter of 2026, in connection with the $2.8 billion termination fee paid to Netflix,
we borrowed $2.15 billion under the Credit Facility. As of June 30, 2026, outstanding borrowings under the Credit
Facility totaled $1.8 billion at a weighted average interest rate of 6.13%. The remaining availability under the
Credit Facility at June 30, 2026, was $3.2 billion. At August 3, 2026, outstanding borrowings under the Credit
Facility totaled $1.75 billion at a weighted average interest rate of 6.13%. Credit facility borrowings outstanding at
the closing of the WBD Merger are expected to be repaid with the funding from the private placement described in
Note 1 to the consolidated financial statements.
Our access to capital markets and the cost of any new borrowings are impacted by factors outside our control,
including economic and market conditions, as well as by ratings assigned by independent rating agencies. As a
result, there can be no assurance that we will be able to access capital markets on terms and conditions favorable to
us.
Cash Flows
The changes in cash and cash equivalents were as follows:
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
2026
2025
Net cash flow provided by operating activities
$504
$339
Net cash flow used for investing activities
(3,115)
(184)
Net cash flow provided by (used for) financing activities
(161)
Effect of exchange rate changes on cash and cash equivalents
(28)
Net (decrease) increase in cash and cash equivalents
$(1,647)
$78
Operating Activities
Net cash flow provided by operating activities includes payments of $310 million for the six months ended
June 30, 2026 (Successor) and $178 million for the six months ended June 30, 2025 (Predecessor) associated with
restructuring, transaction-related items and transformation initiatives. Our transformation initiatives are related to
advancing our technology and operations, including the unification and evolution of systems and platforms, and
migration to the cloud.
-82-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Investing Activities
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
2026
2025
Investments
$(172)
$(148)
Capital expenditures (a)
(150)
(102)
Advance consideration for WBD acquisition (b)
(2,800)
-
Proceeds from dispositions (c)
Other investing activities
(6)
-
Net cash flow used for investing activities
$(3,115)
$(184)
(a) Includes payments associated with the implementation of our transformation initiatives of $33 million for the six
months ended June 30, 2026 (Successor) and $1 million for the six months ended June 30, 2025 (Predecessor).
(b) Reflects the termination fee paid to Netflix, on behalf of WBD (See Note 15 to the consolidated financial
statements).
(c) 2025 primarily reflects proceeds received from the disposition of a noncore business, and both periods include the
collection of receivables associated with the 2022 sale of a 37.5% interest in The CW.
Financing Activities
Successor
Predecessor
Six Months
Ended June 30,
Six Months
Ended June 30,
2026
2025
Borrowings under credit facility
$2,700
$-
Repayment of credit facility borrowings
(900)
-
Repayment of notes and debentures
(347)
-
Dividends paid on common stock
(117)
(70)
Payment of payroll taxes in lieu of issuing shares for stock-based
compensation
(104)
(26)
Payments to noncontrolling interests
(189)
(65)
Other financing activities
(51)
-
Net cash flow provided by (used for) financing activities
$992
$(161)
-83-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Common Stock Dividends
The following table presents dividends declared per share and total dividends for Paramount Skydance Corporation
Class A and B Common Stock for the Successor period and Paramount Global's Class A and Class B Common
Stock for the Predecessor period.
Successor
Predecessor
Successor
Predecessor
Three Months
Ended June 30,
Three Months
Ended June 30,
Six Months
Ended June 30,
Six Months
Ended June 30,
2026
2025
2026
2025
Class A and Class B Common Stock
Dividends declared per common share
$.05
$.05
$.10
$.10
Total common stock dividends
$59
$35
$119
$70
Capital Structure
The following table sets forth our debt.
At
At
June 30, 2026
December 31, 2025
Senior debt
$11,737
$12,038
Junior debt
1,617
1,617
Borrowings under credit facility
1,800
-
Obligations under finance leases
Total debt (a)
15,156
13,658
Less current portion
Total long-term debt, net of current portion
$14,491
$13,225
(a) At June 30, 2026 and December 31, 2025, our total senior and junior debt was net of unamortized fair value
adjustments of $1.28 billion and $1.32 billion, respectively, recorded in connection with the pushdown of the Ultimate
Parent's basis (see Note 2 to the consolidated financial statements). The face value of our total debt at June 30, 2026
and December 31, 2025 was $16.43 billion (including credit facility borrowings discussed below) and $14.98 billion,
respectively.
Senior Debt
At June 30, 2026, our senior debt was comprised of senior notes and debentures due between 2026 and 2050 with
interest rates ranging from 2.90% to 7.875%.
In January 2026, we repaid our $347 million of 4.0% senior notes at maturity.
Junior Debt
At June 30, 2026, our junior debt was comprised of $628 million 6.25% junior subordinated debentures due 2057
and $989 million 6.375% junior subordinated debentures due 2062. The subordination and extended term, as well
as an interest deferral option of our junior subordinated debentures, provide significant credit protection measures
for senior creditors and, as a result of these features, the debentures received a 50% equity credit by Standard &
Poor's Rating Services, Fitch Ratings Inc., and Moody's Investors Service, Inc.
-84-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Supplemental Guarantor Financial Information
Paramount Global is a 100% owned subsidiary of Paramount Skydance Corporation. Upon the closing of the
Skydance Transactions, Paramount Skydance Corporation provided a full and unconditional parent guarantee of
Paramount Global's senior and junior debt. None of Paramount Skydance Corporation's other subsidiaries are
guarantors of Paramount Global's debt.
The tables below present combined summarized financial information for Paramount Skydance Corporation, the
parent guarantor, and Paramount Global, the issuer (jointly the "Obligor Group") as standalone companies after
elimination of intercompany transactions and balances, and do not include nonguarantor and nonissuer
subsidiaries. This summarized financial information has been prepared and presented pursuant to the Securities and
Exchange Commission Regulation S-X Rule 13-01, "Financial Disclosures about Guarantors and Issuers of
Guaranteed Securities" and is not intended to present the financial position or results of operations of the Obligor
Group in accordance with U.S. GAAP.
Summarized Statement of Operations
Six Months
Ended June 30,
Period From
August 7, -
December 31,
2026
2025
Operating loss
$(220)
$(82)
Interest expense, net
$(473)
$(306)
Intercompany interest
$(158)
$(132)
Net loss
$(878)
$(546)
Summarized Balance Sheets
At
At
June 30, 2026
December 31, 2025
Current assets
$398
$1,350
Noncurrent assets
$298
$293
Debt, current
$664
$432
Current liabilities
$791
$664
Long-term debt
$14,490
$13,223
Noncurrent liabilities
$2,182
$2,222
Notes payable to nonguarantor subsidiaries
$1,690
$975
Commercial Paper
At both June 30, 2026 and December 31, 2025, we had no outstanding commercial paper borrowings.
Credit Facility
In April 2026, we entered into an amendment to our revolving credit facility (the "Credit Facility"), increasing the
commitments from $3.50 billion to $5.00 billion, which will be reduced to $4.94 billion in January 2027 through
maturity in January 2028. The Credit Facility is used for general corporate purposes and to support commercial
paper borrowings, if any. We may, at our option, also borrow in certain foreign currencies up to specified limits
under the Credit Facility. Borrowing rates under the Credit Facility are determined at the time of each borrowing
and are generally based on either the prime rate in the U.S. or an applicable benchmark rate plus a margin (based
on our senior unsecured debt rating), depending on the type and tenor of the loans entered into. The benchmark rate
-85-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
for loans denominated in U.S. dollars is Term SOFR, and for loans denominated in euros, sterling and yen is based
on EURIBOR, SONIA and TIBOR, respectively. In the first quarter of 2026, in connection with the $2.8 billion
termination fee paid to Netflix, we borrowed $2.15 billion under the Credit Facility. As of June 30, 2026,
outstanding borrowings under the Credit Facility totaled $1.8 billion at a weighted average interest rate of 6.13%.
The remaining availability under the Credit Facility at June 30, 2026 was $3.2 billion. At August 3, 2026,
outstanding borrowings under the Credit Facility totaled $1.75 billion at a weighted average interest rate of 6.13%.
Credit facility borrowings outstanding at the closing of the WBD Merger are expected to be repaid with the
funding from the private placement described in Note 1 to the consolidated financial statements.
The Credit Facility has one principal financial covenant which sets a maximum Consolidated Total Leverage Ratio
("Leverage Ratio") at the end of each quarter. The maximum Leverage Ratio was 4.50x for the quarter ended
June 30, 2026 and will remain at this level until maturity. The Leverage Ratio reflects the ratio of our Consolidated
Indebtedness, net of a maximum of $3.0 billion of unrestricted cash and cash equivalents at the end of a quarter, to
our Consolidated EBITDA (each as defined in the credit agreement) for the trailing twelve-month period. We met
the covenant as of June 30, 2026.
Other Bank Borrowings
At both June 30, 2026 and December 31, 2025, there were no outstanding bank borrowings under Miramax's $50
million credit facility that matures in November 2027.
Guarantees
Letters of Credit and Surety Bonds
At June 30, 2026, we had outstanding letters of credit and surety bonds of $1.24 billion that were not recorded on
the Consolidated Balance Sheet, including $998 million issued under a $1.9 billion standby letter of credit facility.
In accordance with the contractual requirements of one of our commitments, the letter of credit outstanding under
this facility increases and decreases consistent with the related contractual commitment. Letters of credit and surety
bonds are primarily used as security against non-performance in the normal course of business under contractual
requirements of certain of our commitments. The standby letter of credit facility, which matures in May 2027, is
subject to provisions similar to the Credit Facility, including the same principal financial covenant (see Note 7 to
the consolidated financial statements), and will be secured by the same collateral as the Credit Facility at closing of
the WBD merger.
Other
In the course of our business, we both provide and receive indemnities that are intended to allocate certain risks
associated with business transactions. Similarly, we may remain contingently liable for various obligations of a
business that has been divested in the event that a third party does not live up to its obligations under an
indemnification obligation. We record a liability for our indemnification obligations and other contingent liabilities
when probable and reasonably estimable.
Accounting Pronouncements Not Yet Adopted
See Note 1 to the consolidated financial statements.
Legal Matters
See Legal Matters section in Note 14 to the consolidated financial statements.
-86-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
Cautionary Note Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q contains both historical and forward-looking statements, including statements
related to our future financial results and performance, potential achievements and transactions (including in
connection with our pending merger with Warner Bros. Discovery, Inc.) and their expected benefits, and industry
trends and developments. All statements that are not statements of historical fact are, or may be deemed to be,
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Similarly,
statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-
looking statements reflect our current expectations concerning future results and events; can generally be identified
by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee,"
"likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown
risks, uncertainties and other factors that are difficult to predict and which may cause our actual results,
performance or achievements to be different from any future results, performance or achievements expressed or
implied by these statements. These risks, uncertainties and other factors include, among others: risks related to our
streaming business; the adverse impact on our advertising revenues as a result of changes in consumer behavior,
advertising market conditions and deficiencies in audience measurement; risks related to operating in highly
competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving
technologies and distribution models; risks related to our decisions to invest in new businesses, products, services
and technologies, and the evolution of our business strategy; the potential for loss of carriage or other reduction in
or the impact of negotiations for the distribution of our content; damage to our reputation or brands; losses due to
asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets;
liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving
expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection
and similar risks; challenges in protecting and maintaining our intellectual property rights; domestic and global
political, economic and regulatory factors affecting our businesses generally; the inability to hire or retain key
employees or secure creative talent; disruptions to our operations as a result of labor disputes; risks and costs
associated with the integration of, and our ability to integrate, the businesses of Paramount Global and Skydance
Media, LLC successfully and to achieve anticipated synergies; litigation relating to the Skydance Transactions
potentially resulting in substantial costs; volatility in the price of our Class B common stock; the effect our dual-
class capital structure and the concentrated ownership may have on the price of our Class B common stock or
business; risks related to a private sale of a controlling interest in our Company, including that our stockholders
may not realize any change of control premium on shares of our Class B common stock and that we may become
subject to the control of a presently unknown third party; risks associated with our status as a "controlled
company" under Nasdaq rules, including our exemption from certain corporate governance requirements; risks
associated with the lack of voting rights of our Class B common stock; risks that anti-takeover provisions in our
amended and restated certificate of incorporation ("Charter") and amended and restated bylaws, and under
Delaware law could deter, delay, or prevent a change of control; risks that exclusive forum provisions in our
Charter could limit a stockholder's choice of forum for certain claims and discourage lawsuits against our directors
and officers; risks that corporate opportunity provisions in our Charter could permit certain persons to pursue
competitive opportunities that might otherwise be available to us; risks associated with our holding company
structure, including our dependence on distributions from our subsidiaries to meet our tax obligations and other
cash requirements; disruptions the WBD Merger may cause to our and WBD's business and commercial
relationships; the negative impact that a failure to consummate the WBD Merger could have on our business,
financial condition, results of operations and stock price; the risk that the WBD Merger may be prevented or
delayed or the anticipated benefits reduced if we do not obtain certain regulatory approvals; the risk that the WBD
Merger Agreement may be terminated in accordance with its terms, including if any conditions to the closing of the
WBD Merger are not satisfied; the risk that litigation relating to the WBD Merger could prevent or further delay
the closing of the WBD Merger or result in the payment of damages after closing; challenges realizing synergies
and other anticipated benefits expected from the WBD Merger, including integrating WBD's business
-87-
Management's Discussion and Analysis of
Results of Operations and Financial Condition (Continued)
(Tabular dollars in millions, except per share amounts)
successfully; risks to our business, financial condition or results of operations as a result of the incurrence of
substantial costs and indebtedness in connection with the WBD Merger; risks of reduced ownership and economic
interest by our existing stockholders as a result of the WBD Merger; and other factors described in our news
releases and filings with the Securities and Exchange Commission, including but not limited to our most recent
Annual Report on Form 10-K and our reports on Form 10-Q and Form 8-K. There may be additional risks,
uncertainties and factors that we do not currently view as material or that are not necessarily known. The forward-
looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do
not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or
circumstances.
-88-
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