Skydance Corp

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 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.

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 thethree and nine

months ended September 30, 2026 (Successor), the period from August 7 - September 30, 2025

(Successor) and for the periods from July 1 - August 6, 2025 and January 1 - August 6, 2025

(Predecessor).

•Segment Results of Operations—Analysis of our results on a reportable segment basis for thethree and

nine months ended September 30, 2026 (Successor), the period from August 7 - September 30, 2025

(Successor) and for the periods from July 1 - August 6, 2025 and January 1 - August 6, 2025

(Predecessor).

•Liquidity and Capital Resources—Discussion of our cash flows, including sources and uses of cash, for the

nine months ended September 30, 2026 (Successor), for the periods from August 7 - September 30, 2025

(Successor) and January 1 - August 6, 2025 (Predecessor), and of our outstanding debt as of September 30,

2026 (Successor), including Supplemental Guarantor Financial Information.

•Legal Matters—Discussion of legal matters to which we are involved.

Warner Bros. Discovery Merger (Subsequent Event)—On October 6, 2026 (the “Closing Date”), we completed the

acquisition (the “WBD Merger”) of Warner Bros. Discovery, Inc. (“WBD”) pursuant to the previously announced

definitive merger agreement (the “WBD Merger Agreement”). See Notes 2,8 and 11 to the consolidated financial

statements. Also on October 6, 2026, in connection with the WBD Merger, we amended our certificate of

incorporation (the “charter amendment”) to, among other things, change our name from Paramount Skydance

Corporation to Skydance Corporation. References herein to “Skydance,” “Skydance Corporation” or the

“Company” refer, prior to such charter amendment, to Paramount Skydance Corporation, and following such

charter amendment to Skydance Corporation, unless the context otherwise requires reference to Paramount

Skydance Corporation. Also effective October 6, 2026, shares of Skydance Corporation Class B Common Stock

trade on the New York Stock Exchange (“NYSE”) under the trading symbol “SKYD.” WBD will be included in

our results beginning on October 6, 2026 and as a result is not reflected in the below discussion.

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Overview

Operational Highlights - Three Months Ended September 30, 2026 and 2025

(a) Supplemental Pro Forma Revenues for the three months ended September 30, 2025 reflect the combination of the Successor period

with the Predecessor period from July 1 - August 6, 2025 and also include $12 million of Skydance Media revenues after the

elimination of intercompany revenues from Paramount Global during the Predecessor period from July 1 - August 6, 2025. While

the Successor and Predecessor periods are distinct reporting periods, revenues were not impacted by the new accounting basis

established for Paramount Global’s net assets, and are supplementally presented on a pro forma combined basis to help investors

view these revenues in a manner consistent with our management.

(b) 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 for the third quarter of 2026 and the Successor period of 2025 include Skydance Media, and in each

period reflect the benefit from subscriber growth and pricing increases for Paramount+ as well as linear declines.

On a pro forma basis, revenues increased 5%, principally reflecting higher licensing revenue as well as growth in

Paramount+ subscription revenue, partially offset by declines in linear revenues. The increase in licensing revenue

was driven by higher revenues from content produced for third parties and licensing in the secondary market.

Skydance Media is included in our results in periods following the close of the Skydance Transactions on August

7, 2025. 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 and the 2025 Successor period include amortization associated with

the establishment of intangible assets and also reflect the impact on content costs from the net decrease in

programming assets. Net earnings and diluted EPS also include interest expense associated with the adjustment of

Paramount Global’s debt to its fair value. See Note 3 to the consolidated financial statements for details relating to

the pushdown of the Ultimate Parent’s basis.

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Operating income for the three months ended September 30, 2026 of$368 million includes restructuring charges

and transaction-related items totaling$187 million. In 2025, operating income for the Successor period of$244

million and$80 million for the Predecessor period includes restructuring charges and transaction-related items

totaling$185 million and$188 million, respectively.

Net earnings attributable to Parent of$73 million, or$.06 per diluted share for the three months ended September

30, 2026 includes a gain from non-designated interest rate contracts of$514 million offset by a net discrete tax

provision of$275 million principally from the establishment of a reserve for uncertain tax positions.

Adjusted net earnings attributable to Parent, which excludes the restructuring charges and transaction-related items

as well as the discrete tax provision noted above, was$506 million, or $.45 per diluted share for the three months

ended September 30, 2026,$138 million, or$.12 per diluted share for the 2025 Successor period, and an adjusted

net loss of$162 million, or$.24 per diluted share for the 2025 Predecessor period. The third quarter of 2026

includes the gain on interest rate contracts noted above. Diluted EPS and adjusted diluted EPS in the Successor

periods also reflect shares issued in connection with the Skydance Transactions and the NAI Transaction. See

Reconciliation of Non-GAAP Measuresfor the definition of adjusted net earnings attributable to Parent and a

reconciliation to net earnings attributable to Parent.

Adjusted EBITDA in the three months ended September 30, 2026 includes increased investment in content for

Paramount+, partially offset by cost savings for our linear programming. The 2026 and 2025 Successor periods

include the impact on content costs from reductions in programming assets resulting from the pushdown of the

Ultimate Parent’s basis. See Reconciliation of Non-GAAP Measuresfor 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.

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Operational Highlights -Nine Months Ended September 30, 2026 and 2025

(a) Supplemental Pro Forma Revenues for the nine months ended September 30, 2025 reflect the combination of the Successor period

with the Predecessor period from January 1 - August 6, 2025 and also include $503 million of Skydance Media revenues after the

elimination of intercompany revenues from Paramount Global during the Predecessor period from January 1 - August 6, 2025.

While the Successor and Predecessor periods are distinct reporting periods, revenues were not impacted by the new accounting

basis established for Paramount Global’s net assets, and are supplementally presented on a pro forma combined basis to help

investors view these revenues in a manner consistent with our management.

(b) 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 in the Successor periods include Skydance Media. On a pro forma basis, revenues remained flat,

reflecting higher licensing revenue as well as growth in Paramount+ subscription revenue, partially offset by

declines in linear and theatrical revenue.

As discussed above, periods following the closing of the Skydance Transactions on August 7, 2025 reflect the

inclusion of Skydance Media and the effects of the pushdown of the Ultimate Parent’s basis.

Operating income for thenine months ended September 30, 2026 of$1.46 billion includes restructuring charges

and transaction-related items totaling$478 million. In 2025, operating income for the Successor period of$244

million and$1.03 billion for the Predecessor period includes restructuring charges and transaction-related items

totaling$185 million and$454 million, respectively.

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Net earnings attributable to Parent of$282 million, or$.25 per diluted share for thenine months ended

September 30, 2026 includes a net gain from non-designated interest rate contracts of$502 million and the

negative impact of net discrete tax items of$267 million. For the period from August 7 - September 30, 2025

(Successor), and for the period from January 1 - August 6, 2025 (Predecessor), the net loss attributable to Parent

benefited from discrete tax items of$4 million and$64 million, respectively. In addition, during the Predecessor

period from January 1 - August 6, 2025 net earnings attributable to noncontrolling interests was$447 million.

Adjusted net earnings attributable to Parent, which excludes the restructuring charges and transaction-related items,

as well as the discrete tax provision noted above, was$972 million, or$.87 per diluted share for thenine months

ended September 30, 2026,$138 million, or$.12 per diluted share for the 2025 Successor period, and$348

million, or$.51 per diluted share for the 2025 Predecessor period. The 2026 period includes the gain on the interest

rate contracts noted above. Diluted EPS and adjusted diluted EPS in the Successor periods also reflect shares

issued in connection with the Skydance Transactions and the NAI Transaction. See Reconciliation of Non-GAAP

Measuresfor the definition of adjusted net earnings attributable to Parent and a reconciliation to net earnings

attributable to Parent.

Adjusted EBITDA in the Successor periods includes the impact from reductions in programming assets resulting

from the pushdown of the Ultimate Parent’s basis. See Reconciliation of Non-GAAP Measuresfor 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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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; net gain on derivatives; 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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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.

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

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Three Months Ended September 30, 2026

(a) Reflects severance costs and exit 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) Primarily attributable to the establishment of a reserve for uncertain tax positions.

(d) The reported effective income tax rate for the three months ended September 30, 2026 was 74.1% and the adjusted effective

income tax rate, which is calculated as the adjusted provision for income taxes of$218 million divided by adjusted earnings

before income taxes of$813 million, was 26.8%. These adjusted measures exclude the items affecting comparability detailed

above.

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(a) Reflects severance costs, as further described under Restructuring and Transaction-Related Items.

(b) Reflects banking, legal, advisory, and other professional fees relating to the Skydance Transactions, and transaction awards

that became payable to eligible employees upon closing of the Skydance Transactions.

(c) Reflects the reversal of the valuation allowance on our interest limitation carryforward deferred tax asset, partially offset by

the establishment of a reserve for uncertain tax positions.

(d) The reported effective income tax rate for the period from August 7 - September 30, 2025 was 69.7%, primarily reflecting

the timing of foreign inclusions and foreign-derived intangible income deductions between the Successor and Predecessor

periods. The adjusted effective income tax rate, which is calculated as the adjusted provision for income taxes of$119

million divided by adjusted earnings before income taxes of$307 million, was 38.8%. These adjusted measures exclude the

items affecting comparability detailed above.

(e) For the period from July 1 - August 6, 2025, we recorded a tax benefit of$229 million, primarily reflecting the reversal of

valuation allowances on deferred tax assets related to interest deduction limitations as a result of recent U.S. tax legislation.

The reported benefit, as well as the adjusted income tax benefit of$123 million, also reflects the tax impact of earnings

attributable to noncontrolling interests, the timing of foreign inclusions between the Successor and Predecessor periods, and

the tax benefit on the foreign-derived intangible income deduction. The adjusted benefit from income taxes excludes the tax

impacts from the items affecting comparability detailed in the table above.

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Nine Months Ended September 30, 2026

(a) Reflects severance costs and exit 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) Primarily attributable to the establishment of a reserve for uncertain tax positions.

(d) The reported effective income tax rate for thenine months ended September 30, 2026 was 59.9% and the adjusted effective

income tax rate, which is calculated as the adjusted provision for income taxes of$527 million divided by adjusted earnings

before income taxes of$1.71 billion, was 30.8%. These adjusted measures exclude the items affecting comparability detailed

above.

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(a) Both periods reflect severance charges and also included in the period from January 1 - August 6, 2025 are charges for the

impairment of lease assets, as further described under Restructuring and Transaction-Related Items.

(b) Reflects a charge to reduce the carrying values of FCC licenses in certain markets to their estimated fair values.

(c) Reflects banking, legal, advisory, and other professional fees relating to the Skydance Transactions, and transaction awards

that became payable to eligible employees upon closing of the Skydance Transactions.

(d) Principally reflects a gain associated with the disposition of a noncore business.

(e) Refer to the table above for a discussion of the reported and adjusted tax rates for the period from August 7 - September 30,

(f) The reported effective income tax rate for the period from January 1 - August 6, 2025 was 15.7%, which primarily reflects

the reversal of valuation allowances on deferred tax assets related to interest deduction limitations as a result of recent U.S.

tax legislation. The reported effective income tax rate also reflects the tax impact of earnings attributable to noncontrolling

interests, the timing of foreign inclusions between the Successor and Predecessor periods, and the tax benefit on the foreign-

derived intangible income deduction. The adjusted provision for income taxes of$114 million divided by adjusted earnings

before income taxes of$1.08 billion, was 10.6%. These adjusted measures exclude the items affecting comparability

detailed above.

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Consolidated Results of Operations

(a)Supplemental Pro Forma Revenues for the three and nine months ended September 30, 2025 reflect the combination of the

Successor period with the Predecessor periods from July 1 - August 6, 2025 and January 1 - August 6, 2025, respectively, and

for Licensing and other and total Supplemental Pro Forma Revenues also include $12 million and $503 million of Skydance

Media revenues after the elimination of intercompany revenues from Paramount Global during the Predecessor periods from

July 1 - August 6, 2025 and January 1 - August 6, 2025, respectively. While the Successor and Predecessor periods are distinct

reporting periods, revenues were not impacted by the new accounting basis established for Paramount Global’s net assets, and

are supplementally presented on a pro forma combined basis to help investors view these revenues in a manner consistent with

our management.

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Advertising revenues are generated primarily from the sale of advertising spots on our global broadcast and cable

networks, television stations, and streaming services. Advertising revenues in each of the periods of 2026 and 2025

were impacted by declines in the linear advertising market. The 2026 periods benefited from political advertising

associated with the U.S. Midterm elections andthe 2025 Predecessor period from January 1 - August 6, 2025

benefited from 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. The Successor and Predecessor periods in 2025 also included

revenue from Telefe and Chilevisión, which were sold in October 2025 and January 2026, respectively.

On a pro forma basis, the 3% decrease in advertising revenues for the three months ended September 30, 2026 was

driven by lower international advertising, including a 2% decrease to total pro forma advertising revenue from the

absence of Telefe and Chilevisión, partially offset by higher domestic advertising revenues, including a 4%

increase to total advertising revenues from higher political advertising. The 5% pro forma decrease for the nine

months ended September 30, 2026 reflects decreases in both international and domestic advertising revenues,

including a decrease of 2% from the absence of Telefe and Chilevisión and 2% 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. The pro forma decline for the nine months was partially offset by a 2% increase from higher

political advertising. The pro forma comparison in each period also reflects declines in the linear advertising

market and 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

received from third-party television stations for their affiliation with the CBS Television Network (reverse

compensation), and subscription fees for our streaming services.

Affiliate and subscription revenues during each of the periods in 2026 and 2025 reflect the benefit from subscriber

growth and pricing increases for Paramount+, but were negatively impacted by linear subscriber declines.

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Paramount+ had 82.2 million subscribers at September 30, 2026 and 77.9 million subscribers at September 30,

On a pro forma basis, the growth in affiliate and subscription revenues of 3% for each of the three- and nine-month

periods ended September 30, 2026 primarily reflects increases of 8% and 7%, respectively, from growth at

Paramount+, driven by pricing increases and subscriber growth, partially offset by a decrease of 3% in each period

from lower linear affiliate revenues. The comparison for both periods also reflects the impact from the integration

of BET+ into Paramount+ during the second quarter of 2026.

Theatrical revenues for the third quarter of 2026 include revenues from the releases of Paw Patrol 3: The Dino

Movieand Heart of the Beast, and for the nine-month period also include revenues from the second quarter 2026

release of Scary Movie (2026) and the first quarter 2026 release of Scream 7. Theatrical revenues in each of the

2025 Successor and Predecessor periods benefited from the third quarter 2025 releases of The Naked Gun and

Smurfs, and for the 2025 Predecessor periods also benefited from the second quarter 2025 release of Mission:

Impossible - The Final Reckoning. In addition, the 2025 Predecessor period from January 1 - August 6, 2025

included revenues from the fourth quarter 2024 release of Sonic the Hedgehog 3.

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.

Licensing and other revenues include Skydance Media revenues in the 2026 periods and the 2025 Successor

period. On a pro forma basis, the increases in licensing and other revenues of 22% and 5% for thethree and nine

months ended September 30, 2026, respectively, reflect higher revenues from secondary market licensing and

content produced for third parties.

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Operating Expenses

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.

Content costs in the 2026 periods and the 2025 Successor period include costs associated with Skydance Media’s

content and also reflect the impact from a net reduction in programming assets resulting from the pushdown of the

Ultimate Parent’s basis. Content costs for thethree and nine months ended September 30, 2026 also reflect the

impact of higher sports costs for Paramount+ and cost reductions for broadcast and cable programming.

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 in each period reflect revenue sharing costs related to revenues for our

streaming services. In addition, theatrical distribution costs were impacted by the mix of films in each period.

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Selling, General and Administrative Expenses

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. Stock-based

compensation expense in the Successor periods reflects the impact from grants following the Skydance

Transactions, and in the Predecessor period in 2025 reflects the impact 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. SG&A expenses also reflect reductions to employee

compensation costs resulting from our workforce restructuring activities.

Depreciation and Amortization

Depreciation and amortization expense reflects depreciation of fixed assets and amortization of finite-lived

intangible assets. Depreciation and amortization for thethree and nine months ended September 30, 2026 and the

2025 Successor periods includes amortization of intangible assets established in connection with the pushdown of

the Ultimate Parent’s basis (See Note 3 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.

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Restructuring and Transaction-Related Items

(a) Severance costs include the accelerated vesting of stock-based compensation.

Restructuring Charges

During thethree and nine months ended September 30, 2026 (Successor) and the period from August 7 -

September 30, 2025 (Successor), we recorded restructuring severance costs of$50 million,$85 million, and$185

million, respectively, primarily associated with changes in management and actions to align 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. In

addition, during the three months ended September 30, 2026 we recorded exit costs of$39 million associated with

a contract termination.

Restructuring charges for the Predecessor periods from July 1 - August 6, 2025 and January 1 - August 6, 2025

included severance costs of$13 million and$190 million, respectively, primarily associated with strategic changes

in our global workforce in order to streamline our organization. In addition, during the Predecessor period from

January 1 - August 6, 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.

During the fourth quarter of 2026, we expect to incur additional restructuring charges for severance in connection

with a plan announced in October 2026 under which severance payments will be provided to certain eligible

employees who voluntarily elected to participate.

Transaction-Related Items

Transaction-related items include costs directly associated with prospective and completed mergers and

acquisitions, as well as related integration activities. During thethree and nine months ended September 30, 2026,

we recorded transaction-related costs of$98 million and$354 million, respectively, principally for legal, advisory,

and other professional fees associated with the planned WBD Merger and related integration. During the

Predecessor periods from July 1 - August 6, 2025 and January 1 - August 6, 2025, we recorded transaction-related

costs of$175 million and$199 million, respectively, principally for banking, legal, advisory, and other

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professional fees relating to the Skydance Transactions, and transaction awards that became payable to eligible

employees upon closing.

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

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% and 5.17% at September 30,

2026 and 2025, respectively. In addition, during thethree and nine months ended September 30, 2026 we incurred

$29 million and $70 million, respectively, of interest expense associated with borrowings under our previous credit

facility (see Capital Structure). Credit facility borrowings were repaid in October 2026 with the funding from the

PIPE Transaction described in Note 2 to the consolidated financial statements.

Net Gain on Derivatives

During thethree and nine months ended September 30, 2026 we recorded gains on interest rate hedges of

$514 million and$502 million, respectively. See Note 9 to the consolidated financial statements.

Other Items, Net

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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 thethree and nine months ended September 30, 2026

(Successor), we recorded a provision for income taxes of$464 million and$739 million, reflecting an effective

income tax rate of 74.1% and 59.9%, respectively. Included in the provision for income taxes are the below

items identified as affecting the comparability of our results, which in aggregate increased our effective income

tax rate by 47.3 percentage points and 29.1 percentage points for their respective periods.

On July 10, 2026, the Company received Notices of Proposed Adjustment (“NOPAs”) from the Internal Revenue

Service for legacy Viacom Inc.’s 2017, 2018, and 2019 tax years regarding the tax treatment of certain

transactions between our subsidiaries. The Company disagrees with the proposed adjustments and is contesting

the NOPAs through the IRS’ administrative appeals process and, if necessary, through judicial proceedings.

While the uncertain tax position meets the more-likely-than-not recognition threshold, in applying the

measurement assessment, the Company currently believes that a portion of the benefit may not be realized upon

settlement and has recorded a reserve during the third quarter of 2026 for this item, which is reflected within the

net discrete tax items above.

For the period from August 7 - September 30, 2025 (Successor), we recorded a provision for income taxes of$85

million and for the periods from July 1 - August 6, 2025 and January 1 - August 6, 2025 (Predecessor), we

recorded a benefit from income taxes of$229 million and$79 million, respectively. Refer to Reconciliation of

Non-GAAP Measures for reported and adjusted effective income tax rates and the related income tax effects of

the adjustments.

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(a) On July 4, 2025, the U.S. government enacted tax legislation, which included the extension of certain expired or expiring tax provisions,

including a favorable change to the interest deduction limitation, and modifications to certain international tax provisions. The

legislation has multiple effective dates with certain provisions effective in 2025. A favorable change to the interest deduction limitation

resulted in the reversal of the valuation allowance on our interest limitation carryforward deferred tax asset of $114 million. The net

discrete tax benefits for the 2025 Predecessor periods reflect this reversal, partially offset by a reserve for uncertain tax positions.

Equity in Loss of Investee Companies, Net of Tax

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(Tabular dollars in millions, except per share amounts)

Net Earnings (Loss) Attributable to Parent and Diluted EPS

As a result of the pushdown of the Ultimate Parent’s basis, net earnings (loss) attributable to Parent and diluted

EPS during thethree and nine months ended September 30, 2026 and the 2025 Successor periods include

amortization associated with intangible assets that were established and interest expense associated with the

adjustment to fair value of our debt, as well as the decrease in programming assets.

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 thenew 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 periods from July 1 - August 6,

2025 and January 1 - August 6, 2025 recast under the new segment presentation, as well as the related

reconciliations from the GAAP presentation.

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(a) As discussed above, revenues and Adjusted EBITDA by segment recast under our new segment presentation are non-GAAP. See

Studios, Direct-to-Consumer, and TV Media on the following pages for reconciliations from the GAAP segment presentation for the

period from July 1 - August 6, 2025 to the non-GAAP recast amounts. All other amounts in this table are presented on a GAAP

basis.

(b) The GAAP Predecessor period from July 1 - August 6, 2025 reflects the historical segment composition for Filmed Entertainment,

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

(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. 2026 reflects higher technology

costs and consulting fees.

(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. For the three months ended September 30, 2026 (Successor) and the period from August 7 - September 30,

2025 (Successor), stock-based compensation expense of$27 million and$30 million, respectively, is included in “Restructuring and

transaction-related items.” For the Predecessor period from July 1 - August 6, 2025, stock-based compensation expense of$10

million is included in “Restructuring and transaction-related items.”

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(a) As discussed above, revenues and 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

period from January 1 - August 6, 2025 to the non-GAAP recast amounts. All other amounts in this table are presented on a GAAP

basis.

(b) The GAAP Predecessor period from January 1 - August 6, 2025 reflects the historical segment composition for Filmed

Entertainment, 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

(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. 2026 reflects higher technology

costs and consulting fees.

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(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. For thenine months ended September 30, 2026 (Successor) and the period from August 7 - September 30,

2025 (Successor), stock-based compensation expense of$36 million and$30 million, respectively, is included in “Restructuring and

transaction-related items.” For the Predecessor period from January 1 - August 6, 2025, stock-based compensation expense of$14

million 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.

(a) 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.

Studios revenues for the period from July 1 - August 6, 2025 with the Successor revenues for the Studios segment for the period from

August 7 - September 30, 2025. Licensing and other and total Supplemental Non-GAAP Pro Forma Revenues also include $12 million

of Skydance Media revenues after the elimination of intercompany revenues from Paramount Global during the Predecessor period

from July 1 - August 6, 2025. While the Successor and Predecessor periods are distinct reporting periods, revenues were not impacted

by the new accounting basis established for Paramount Global’s net assets, and are supplementally presented on a pro forma combined

basis to help investors view these revenues in a manner consistent with our management.

(c) Primarily reflects advertising revenues earned from the use of Studios content on third-party digital platforms.

(d) 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.

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(e) 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 14 to the consolidated financial statements.

(f) Reflects the comparison between the Successor revenues for the three months ended September 30, 2026 to the non-GAAP pro

forma revenues for the three months ended September 30, 2025.

Theatrical revenues for the third quarter of 2026 included revenues from the releases of Paw Patrol 3: The Dino

Movieand Heart of the Beast. Theatrical revenues in the 2025 Successor and Predecessor periods included

revenues from the third quarter 2025 releases of The Naked Gun and Smurfs.

Licensing and other revenues include Skydance Media revenues in 2026 and the 2025 Successor period.

The pro forma licensing and other revenue increase for the third quarter of 2026 reflects higher revenues from

secondary market licensing and content produced for third parties.

Content costs in 2026 and the 2025 Successor period include costs for Skydance Media and certain of our

television studio operations, which were not in the 2025 Predecessor period. Content costs in 2026 and the 2025

Successor period were also impacted by an increase in the value of library content resulting from the pushdown of

the Ultimate Parent’s basis.

Advertising and marketing expenses in the third quarter of 2026 primarily reflect marketing costs associated with

the releases of Paw Patrol 3: The Dino Movieand Heart of the Beast. Advertising and marketing expenses for the

2025 Successor period primarily reflected costs for fourth quarter 2025 releases, and for the 2025 Predecessor

period primarily reflected marketing costs associated with the releases of Smurfs and The Naked Gun.

Adjusted EBITDA in thethird quarter of 2026 benefited from the increase in pro forma licensing revenues.

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Studios/Filmed Entertainment

(a) 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.

Predecessor Non-GAAP Studios revenues for the period from January 1 - August 6, 2025 with the Successor revenues for the

Studios segment for the period from August 7 - September 30, 2025. Licensing and other and total Supplemental Non-GAAP Pro

Forma Revenues also include $503 million of Skydance Media revenues after the elimination of intercompany revenues from

Paramount Global during the Predecessor period from January 1 - August 6, 2025. While the Successor and Predecessor periods

are distinct reporting periods, revenues were not impacted by the new accounting basis established for Paramount Global’s net

assets, and are supplementally presented on a pro forma combined basis to help investors view these revenues in a manner

consistent with our management.

(c) Primarily reflects advertising revenues earned from the use of Studios content on third-party digital platforms.

(d) 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.

(e) 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 14 to the consolidated financial statements.

(f) Reflects the comparison between the Successor results for thenine months ended September 30, 2026 to the non-GAAP pro forma

Theatrical revenues for thenine months ended September 30, 2026 included revenues from the previously

mentioned third quarter releases, the second quarter 2026 release of Scary Movie (2026), and the first quarter 2026

release of Scream 7. Theatrical revenues in the 2025 Successor and Predecessor periods benefited from the third

quarter 2025 releases discussed above, and during the Predecessor period from January 1 - August 6, 2025 also

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benefited from the second quarter 2025 release of Mission: Impossible - The Final Reckoningas well as the fourth

quarter 2024 release of Sonic the Hedgehog 3.

Licensing and other revenues include Skydance Media revenues in 2026 and the 2025 Successor period.

The pro forma licensing and other revenue increase for thenine months ended September 30, 2026 reflects higher

revenues from secondary market licensing and content produced for third parties.

Content costs in 2026 and the 2025 Successor period include costs for Skydance Media and certain of our

television studio operations, which were not in the 2025 Predecessor period. Content costs in 2026 and the 2025

Successor period were also impacted by an increase in the value of library content resulting from the pushdown of

the Ultimate Parent’s basis.

Advertising and marketing expenses for 2026 and the 2025 Successor and Predecessor periods primarily reflect

marketing costs for the theatrical releases discussed above. Advertising and marketing expenses for the 2025

Predecessor period from January 1 - August 6, 2025 also include marketing costs for the second quarter 2025

release of Mission: Impossible - The Final Reckoning.

Other

Other expenses for thenine months ended September 30, 2026 and the 2025 Successor period include costs for

Skydance Media and certain of our television studio operations, which were not in the 2025 Predecessor period.

Adjusted EBITDA for thenine months ended September 30, 2026 benefited from the increase in pro forma

licensing revenues.

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+.

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(a) 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.

Direct-to-Consumer revenues for the period from July 1 - August 6, 2025 with the Successor revenues for the Direct-to-Consumer

segment for the period from August 7 - September 30, 2025. While the Successor and Predecessor periods are distinct reporting

periods, revenues were not impacted by the new accounting basis established for Paramount Global’s net assets, and are

supplementally presented on a pro forma combined basis to help investors view these revenues in a manner consistent with our

management.

(c) Primarily reflects revenues from the licensing of content rights acquired by BET+.

(d) 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.

(e) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to

(f) Reflects the comparison between the Successor results for the three months ended September 30, 2026 to the non-GAAP pro forma

revenues for the three months ended September 30, 2025.

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(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.

The 13% pro forma increase in advertising revenues was driven by growth in impressions for Paramount+ and

higher political advertising sales. 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 revenues for thethird quarter of 2026 benefited from pricing increases and growth in

Paramount+ subscribers. Compared with September 30, 2025, Paramount+ subscribers increased 4.3 million, or

6%, driven by growth in domestic subscribers. Compared with the third quarter of 2025, ARPU grew 14% to

$8.69. The 10% pro forma increase in affiliate and subscription revenue reflects growth for Paramount+, partially

offset by a negative impact of 6% 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 thethird quarter of 2026, Paramount+ subscribers increased 0.6 million, or 1%, compared with 81.6 million

at June 30, 2026.

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Content costs for thethird quarter of 2026 reflect higher costs associated with sporting events on Paramount+,

mainly for the UFC, and ongoing investment in original programming, partially offset by the impact of the

reduction in programming assets from the pushdown of the Ultimate Parent’s basis.

Advertising and marketing expenses for thethird quarter of 2026 include marketing costs for UFC events on

Paramount+.

Other

Other expenses for thethird quarter of 2026 reflect higher revenue-sharing costs, mainly for third-party

distribution.

Adjusted EBITDA in thethird quarter of 2026 reflects the impact from incremental costs associated with sporting

events and investment in original programming, partially offset by the pro forma revenue growth.

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Direct-to-Consumer

(a) 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.

Predecessor Non-GAAP Direct-to-Consumer revenues for the period from January 1 - August 6, 2025 with the Successor revenues

for the Direct-to-Consumer segment for the period from August 7 - September 30, 2025. While the Successor and Predecessor

periods are distinct reporting periods, revenues were not impacted by the new accounting basis established for Paramount Global’s

net assets, and are supplementally presented on a pro forma combined basis to help investors view these revenues in a manner

consistent with our management.

(c) Primarily reflects revenues from the licensing of content rights acquired by BET+.

(d) 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.

(e) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to

(f) Reflects the comparison between the Successor results for thenine months ended September 30, 2026 to the non-GAAP pro forma

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The 10% pro forma 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+.

Affiliate and subscription revenues for thenine months ended September 30, 2026 benefited from pricing increases

and growth in Paramount+ subscribers. The 11% pro forma increase reflects growth for Paramount+, partially

offset by a negative impact of 3% from combined revenue declines for BET+ and Paramount+ with Showtime.

Content costs for thenine months ended September 30, 2026 reflect higher costs associated with sporting events on

Paramount+, mainly for the UFC, and ongoing investment in original programming, partially offset by the impact

from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent’s basis.

Other

Other expenses in 2026 reflect higher revenue-sharing costs, mainly for third-party distribution.

Adjusted EBITDA for thenine months ended September 30, 2026 benefited from the pro forma 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+.

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.

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(a) 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.

TV Media revenues for the period from July 1 - August 6, 2025 with the Successor revenues for the TV Media segment for the period

from August 7 - September 30, 2025. While the Successor and Predecessor periods are distinct reporting periods, revenues were not

impacted by the new accounting basis established for Paramount Global’s net assets, and are supplementally presented on a pro

forma combined basis to help investors view these revenues in a manner consistent with our management.

(c) 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.

(d) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to

(e) Reflects the comparison between the Successor results for the three months ended September 30, 2026 to the non-GAAP pro forma

revenues for the three months ended September 30, 2025.

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Advertising revenues in thethird quarter of 2026 were primarily impacted by declines in the linear advertising

market. The 8% pro forma advertising revenue decline 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, offset by an increase of 3% from higher political advertising revenues.

Affiliate and subscription revenues in thethird quarter of 2026 were impacted by declines in linear subscribers.

Licensing and other revenues in 2026 and the 2025 Successor period primarily include revenues from the licensing

of first-run syndicated programming. Revenues from our television studios are not included in 2026 and the 2025

Successor period, but were included in the 2025 Predecessor period.

Content costs, advertising and marketing expenses, and other expenses in thethird quarter of 2026 benefited from

cost savings initiatives.

Adjusted EBITDA in thethird quarter of 2026 reflects the impact of cost savings initiatives.

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TV Media

(a) 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.

Predecessor Non-GAAPTV Media revenues for the period from January 1 - August 6, 2025 with the Successor revenues for the TV

Media segment for the period from August 7 - September 30, 2025. While the Successor and Predecessor periods are distinct

reporting periods, revenues were not impacted by the new accounting basis established for Paramount Global’s net assets, and are

supplementally presented on a pro forma combined basis to help investors view these revenues in a manner consistent with our

management.

(c) 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.

(d) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to

(e) Reflects the comparison between the Successor results for thenine months ended September 30, 2026 to the non-GAAP pro forma

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Advertising revenues for thenine months ended September 30, 2026 were impacted by declines in the linear

advertising market. The 2025 Predecessor period from January 1 - August 6, 2025 benefited from 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.

On a pro forma basis, advertising revenues decreased 9%, which includes a decrease of 3% from the comparison to

the NCAA Tournament, as well as a decrease of 2% from the absence of advertising revenues from Telefe and

Chilevisión, which were sold in October 2025 and January 2026, respectively, partially offset by an increase of 2%

from higher political advertising revenues.

Affiliate and subscription revenues for thenine months ended September 30, 2026 were impacted by declines in

linear subscribers.

Licensing and other revenues in 2026 and the 2025 Successor period primarily include revenues from the licensing

of first-run syndicated programming. Revenues from our television studios are not included in 2026 and the 2025

Successor period, but were included in the 2025 Predecessor period.

Content costs, advertising and marketing expenses, and other expenses for thenine months ended September 30,

2026 benefited from cost savings initiatives. Content costs for thenine months ended September 30, 2026 and the

2025 Successor period from August 7 - September 30, 2025 also reflect the impact from the net reduction in

programming assets resulting from the pushdown of the Ultimate Parent’s basis. Content costs for the 2025

Predecessor period from January 1 - August 6, 2025 included costs associated with the broadcast of the National

Semifinals and National Championship games of the NCAA Tournament in the second quarter of 2025.

Adjusted EBITDA for thenine months ended September 30, 2026 reflects the impact of cost savings initiatives and

the pushdown of the Ultimate Parent’s basis.

Liquidityand 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

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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 Unsecured Credit Facility defined and described below in Capital Structure) were$5.91

billion as of September 30, 2026. Following the completion of the WBD Merger, and the related financing

transactions described in Capital Structure, long-term debt obligations due over the five years from the Closing

Date (excluding finance leases) were$20.29 billion. 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.

$72.1 billion. We used the proceeds of the new borrowings, together with cash on hand and the proceeds of the

PIPE Transaction, to fund the acquisition consideration, repay WBD’s term loans, purchase notes of the WBD

Issuers in the Tender Offers, repay all borrowings under the Unsecured Credit Facility, and pay related fees and

expenses. Our $5.0 billion senior secured revolving credit facility was undrawn at closing and is available for

general corporate purposes. As a result of the increase in our indebtedness, we expect our interest payments to

increase significantly in future periods, with annual interest payments expected to be approximately $6 billion. See

Capital Structure below for a description of our debt instruments, including their interest rates, maturities and

covenants.

In addition, we expect to pay down and terminate WBD’s $4.0 billion accounts receivable securitization program

(of which$3.9 billion was utilized at the time of the WBD Merger) within 90 days of the Closing Date.

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$1.38 billion as of September 30,

2026, and our ability to refinance our debt. Any additional cash funding requirements are financed with short-term

borrowings, including commercial paper, if available, and borrowings under the Revolving Credit Facility (defined

below), and long-term debt.

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, which

also affect the applicable margins on borrowings under the Pro Rata Credit Agreement (see “Capital Structure”

below). As a result, there can be no assurance that we will be able to access capital markets on terms and

conditions favorable to us.

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Cash Flows

The changes in cash and cash equivalents were as follows:

Operating Activities

Net cash flow provided by operating activities includes payments of$475 million for thenine months ended

September 30, 2026 (Successor),$80 million for the period from August 7 - September 30, 2025 (Successor), and

$226 million for the period from January 1 - August 6, 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.

Investing Activities

(a) Includes payments associated with the implementation of our transformation initiatives of$42 million for thenine

months ended September 30, 2026 (Successor),$1 million for the 2025 Successor period, and$2 million for the 2025

Predecessor period.

(b) Reflects the termination fee paid to Netflix, on behalf of WBD (See Note 2 to the consolidated financial statements).

(c) 2025 Predecessor period primarily reflects proceeds received from the disposition of a noncore business, and all periods

include the collection of receivables associated with the 2022 sale of a 37.5% interest in The CW.

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Financing Activities

Common Stock Dividends

The following table presents dividends declared per share and total dividends for Skydance Corporation Class A

and B Common Stock for the Successor periods and Paramount Global’s Class A and Class B Common Stock for

the Predecessor periods.

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Capital Structure

The following table sets forth our debt.

(a) In connection with the pushdown of the Ultimate Parent’s basis, our debt was recorded at fair value as of August 7,

2025, which resulted in a net decrease to our total debt balance of$898 million, reflecting the reversal of a net

unamortized discount of$390 million and unamortized deferred financing fees of$71 million, and a reduction of

$1.36 billion to adjust our debt to its fair value (see Note 3 to the consolidated financial statements). 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. At September 30, 2026 and December 31, 2025, the total net unamortized

fair value adjustments for our senior and junior debt was$1.25 billion and$1.32 billion, respectively. The face value

of our total debt at September 30, 2026 and December 31, 2025 was$16.29 billion (including unsecured credit facility

borrowings discussed below) and$14.98 billion, respectively.

Senior Debt

At September 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 and in October 2026 we repaid our

$86 million of 3.70% senior notes at maturity.

Junior Debt

At September 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.

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Supplemental Guarantor Financial Information

Paramount Global is a 100% owned subsidiary of Skydance Corporation. Upon the closing of the Skydance

Transactions, Skydance Corporation provided a full and unconditional parent guarantee of Paramount Global’s

senior and junior debt. None of Skydance Corporation’s other subsidiaries are guarantors of Paramount Global’s

debt.

The tables below present combined summarized financial information for 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.

Commercial Paper

At both September 30, 2026 and December 31, 2025, we hadno outstanding commercial paper borrowings.

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Unsecured Credit Facility

In April 2026, we entered into an amendment to our previous credit facility (the “Unsecured Credit Facility”),

increasing the commitments from$3.50 billion to$5.00 billion. The Unsecured Credit Facility was used for

general corporate purposes and to support commercial paper borrowings, if any and also allowed us to borrow, at

our option, in certain foreign currencies up to specified limits. In the first quarter of 2026, in connection with the

$2.8 billion termination fee paid to Netflix (see Note 2 to the consolidated financial statements), we borrowed

$2.15 billion under the Unsecured Credit Facility. As of September 30, 2026, outstanding borrowings totaled

$1.67 billion at a weighted average interest rate of 5.83% and the remaining availability was$3.3 billion. On the

Closing Date, in connection with the consummation of the WBD Merger, we repaid all borrowings with the

funding from the PIPE Transaction described in Note 2 to the consolidated financial statements and terminated all

credit commitments outstanding under the Unsecured Credit Facility.

The Unsecured Credit Facility had one principal financial covenant which set a maximum Consolidated Total

Leverage Ratio, which was 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 Unsecured Credit Facility) for the trailing twelve-month period at the end of each quarter.

The maximum ratio was 4.50 x as of September 30, 2026 and we met the covenant.

Other Bank Borrowings

At both September 30, 2026 and December 31, 2025, there wereno outstanding bank borrowings under Miramax’s

$50 million credit facility that matures in November 2027.

Subsequent Events in Connection with the WBD Merger

$72.1 billion. This amount consists of (i)$56.9 billion of debt incurred to finance the WBD Merger, comprised of

$5.0 billion of borrowings under the Term A Loan Facilities and$9.5 billion of Term B-1 Loans, each under the

Pro Rata Credit Agreement,$30.0 billion of First Lien Senior Secured Notes (the “First Lien Notes”), and

$12.4 billion of Second Lien Senior Secured Notes (the “Second Lien Notes”), (ii)$12.6 billion of Second Lien

Senior Secured Notes issued in the Exchange Offers (the “Second Lien Exchange Notes”), and (iii)$2.7 billion of

other outstanding unsecured notes and debentures of the WBD Issuers that we assumed. The newly issued debt is

further discussed below.

Pro Rata Credit Agreement

The Pro Rata Credit Agreement provides for (i) a$5.00 billion five-year senior secured revolving credit facility

(the “Revolving Credit Facility”), (ii) a$2.5 billion three-year senior secured term loan A-1 facility and (iii) a

$2.5 billion five-year senior secured term loan A-2 facility (together, the “Term A Loan Facilities”). The

availability and initial funding of the facilities under the Pro Rata Credit Agreement were subject to the

consummation of the acquisition of WBD, the termination of the Unsecured Credit Facility, and other customary

conditions and no amounts were outstanding as of September 30, 2026.

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On the Closing Date, in connection with the completion of the WBD Merger, we borrowed the full$2.5 billion

under each of the Term A Loan Facilities. The commitments under the Revolving Credit Facility became available

on the Closing Date, and no amounts were drawn. Also on the Closing Date, we entered into Amendment No. 1 to

the Pro Rata Credit Agreement (“Credit Agreement Amendment No. 1”), which provided for a senior secured

incremental tranche of term B loans consisting of (i)$8.5 billion ofseven-year U.S. dollar-denominated term B-1

loans (the “Dollar Term B-1 Loans”) and (ii)€850 million ofseven-year euro-denominated term B-1 loans (the

“Euro Term B-1 Loans” and, together with the Dollar Term B-1 Loans, the “Term B-1 Loans”). We borrowed the

full amount of the Term B-1 Loans on the Closing Date. The Term B-1 Loans mature on the seventh anniversary of

the Closing Date.

The loans drawn under the Term A Loan Facilities and the Revolving Credit Facility bear interest at a rate

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 Skydance’s corporate family rating), depending on the type and

tenor of the loans entered into. The benchmark rate for loans denominated in U.S. dollars is Term SOFR, and for

loans denominated in euros, sterling and yen is EURIBOR, SONIA and TIBOR, respectively.

The Dollar Term B-1 Loans bear interest, at our option, at a rate per annum equal to either the Alternate Base Rate

(as defined in the Pro Rata Credit Agreement) or Term SOFR plus a margin based on our Leverage Ratio that

ranges between 1.75% and 1.50% for Alternate Base Rate loans and 2.75% and 2.50% for Term SOFR Rate loans.

The Euro Term B-1 Loans bear interest at a rate per annum equal to EURIBOR plus a margin based on our

Leverage Ratio that ranges between 2.75% and 2.50%. Beginning with the quarter ending December 31, 2029, the

Dollar Term B-1 Loans will amortize at 1.00% of the initial principal amount per annum in quarterly installments,

with the remaining balance payable at maturity. No regular amortization is required with respect to the Euro Term

B-1 Loans.

Interest rates on benchmark rate borrowings under the Pro Rata Credit Agreement, including the Term A Loan

Facilities and the Term B-1 Loans, reset at the beginning of each interest period, and as a result, interest expense

on these borrowings will fluctuate with changes in market interest rates. In addition, the applicable margins may

change based on changes in our corporate family rating or the Leverage Ratio, as applicable.

The obligations under the Pro Rata Credit Agreement have been secured on a first lien basis on all or substantially

all of the assets of Skydance and its U.S. subsidiaries (including Paramount Global, Skydance Media, LLC, and

each of its respective U.S. subsidiaries) that are guarantors, excluding real property and subject to other customary

exceptionsand a cap on the amount of assets and property of Paramount Global that can be subject to a lien

securing the Pro Rata Credit Agreement. On the date Skydance achieves certain credit ratings and satisfies certain

other conditions as specified in the Pro Rata Credit Agreement (such date, the “Investment Grade Fall-Away

Date”), the obligations under the Pro Rata Credit Agreement will become unsecured, and the guarantee of such

obligations by the subsidiary guarantors will be released (subject to certain exceptions).

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Covenants

The Pro Rata Credit Agreement contains customary representations and warranties and also contains financial

covenants that require our Leverage Ratio and First Lien Net Leverage Ratio (eachas defined in the Pro Rata

Credit Agreement) not to exceed 5.50 x and 3.25 x, respectively, in each case, at the end of each fiscal quarter. On

and after the Investment Grade Fall-Away Date, the First Lien Net Leverage Ratio financial covenant will cease to

apply and the Leverage Ratio financial covenant will be modified requiring that our Leverage Ratio not exceed

4.50 x at the end of each fiscal quarter.

Optional Redemption

The loans under the Pro Rata Credit Agreement may be voluntarily prepaid, and unutilized commitments

thereunder may be voluntarily reduced, without penalty, other than customary breakage costs and, in the case of

the Term B-1 Loans, a 1.00% premium on Term B-1 Loans that are prepaid, converted or subjected to a pricing

reduction within six months after the Closing Date.

Senior Secured Notes

On October 5, 2026, we issued, in private placements exempt from registration under the Securities Act of 1933, as

amended (the “Securities Act”),$30.0 billion aggregate principal amount of First Lien Notes and$11.4 billion

aggregate principal amount of Second Lien Notes, together with€885 million aggregate principal amount of

Second Lien Notes denominated in euros (First Lien Notes together with the Second Lien Notes, the “Senior

Secured Notes”). The Senior Secured Notes bear interest at fixed rates, payable semi-annually in arrears, and

consist of the following:

(a) Translated at the spot rate at the time of pricing.

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The First Lien Notes are secured by first-priority liens on all or substantially all of the assets of Skydance and the

Guarantors (as defined below) (the “Collateral”), subject to permitted liens and certain exceptions. The First Lien

Notes are guaranteed on a senior secured basis by each of Skydance’s existing and future wholly owned domestic

subsidiaries that is a borrower under or guarantees obligations under the Pro Rata Credit Agreement (collectively,

the “Guarantors”), subject to certain exceptions. The Second Lien Notes are secured by second-priority liens on the

Collateral, subject to permitted liens and certain exceptions. The Second Lien Notes are guaranteed on a senior

secured basis by the Guarantors. Upon the occurrence of an Investment Grade Event (as defined in the applicable

supplemental indenture for each series of notes with respect to the Senior Secured Notes, subject to certain

conditions (including the concurrent release of liens and guarantees securing other secured debt and the Company

having no greater than$250 million of term B loans outstanding at such time), the liens on the Collateral securing

such series of notes will be released and the note guarantees with respect to such series will be released. In

addition, certain covenants set forth in the applicable supplemental indenture relating to asset sales and future

subsidiary guarantors will cease to apply to such series of notes. These releases and covenant suspensions are

permanent and will not be reinstated upon any subsequent downgrade or withdrawal of the applicable investment

grade ratings.

Registration Rights

Pursuant to the registration rights agreement, dated as of October 5, 2026 (the “First Lien Senior Secured Notes

Registration Rights Agreement”), we have agreed to use commercially reasonable efforts to (i) file a registration

statement with respect to a registered offer to exchange each series of the First Lien Notes for new notes with terms

substantially identical in all material respects to such series of the First Lien Notes (such new notes, the “Exchange

Notes”) and cause the registration statement to be declared effective under the Securities Act within 730 days of

October 5, 2026, or (ii) in certain circumstances, file a shelf registration statement with respect to resales of the

First Lien Notes. The Second Lien Notes do not have any registration rights.

Optional Redemption and Change of Control Provisions

Each series of First Lien Notes may be redeemed at our option, in whole or in part, at a “make-whole” premium

prior to the applicable par call date and at 100% of principal on or after that date. For each series of First Lien

Notes, the par call date is withinone tosix months of maturity. For the Second Lien Notes, prior to October 15,

2028 (2031 Euro and 2031 Second Lien Notes), October 15, 2029 (2034 Second Lien Notes) and October 15, 2031

(2036 Second Lien Notes), we may redeem each series, in whole or in part, at a “make-whole” premium.

Thereafter each series of Second Lien Notes can be redeemed at call premiums starting at 3.500% to 4.563% of

principal and declining tozero one year prior to maturity (2031 Euro and 2031 Second Lien Notes) and three years

prior to maturity (2034 and 2036 Second Lien Notes). In addition, before October 15, 2028 (2031 Euro and 2031

Second Lien Notes) or October 15, 2029 (2034 and 2036 Second Lien Notes), we may redeem up to 40% of a

series of Second Lien Notes with the proceeds of equity offerings at 107.0% to 109.125% of principal, and up to

10% of such a series per calendar year at 103% of principal, plus in each case accrued and unpaid interest.

In addition, upon a change of control triggering event, holders of our Senior Secured Notes may require us to

repurchase their notes at 101% of principal plus accrued and unpaid interest.

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WBD Exchange Offers and Tender Offers

In May 2026, we commenced offers to exchange any and all of certain outstanding senior notes issued by the

WBD Issuers for Second Lien Exchange Notes newly issued by Skydance and also commenced offers to purchase

for cash two additional series of senior notes of the WBD Issuers. The Exchange Offers expired on October 6,

2026 following the closing of the WBD Merger, and holders of approximately 99.15% of the notes eligible to

participate in the Exchange Offers validly tendered their notes. Accordingly, upon settlement on October 9, 2026,

we issued to such holders$11.98 billion aggregate principal amount of dollar-denominated Second Lien Exchange

Notes and€546.5 million aggregate principal amount of euro-denominated Second Lien Exchange Notes. Such

notes were issued in private placements exempt from registration under the Securities Act. The dollar-denominated

notes pay interest semi-annually, and the euro-denominated notes pay interest annually, in each case in arrears. The

Second Lien Exchange Notes consist of the following:

The Exchange Offers have been accounted for as debt modifications. Accordingly, the Second Lien Exchange

Notes were recorded at the carrying amount of the exchanged WBD notes.

The Second Lien Exchange Notes are senior secured obligations, guaranteed by the Guarantors and secured by

second-priority liens on the Collateral. They are junior in lien priority to the First Lien Notes and the loans and

commitments under the Pro Rata Credit Agreement, and equal in lien priority to the Second Lien Notes.

The Second Lien Exchange Notes are redeemable at our option. Most series may be redeemed at a “make-whole”

price before their par call date, which is betweenone andsix months before maturity, and at 100% of principal on

or after that date, plus accrued and unpaid interest in each case. The 2032 Second Lien Exchange Notes and 2052

Second Lien Exchange Notes follow the same terms but cannot be redeemed before March 15, 2027. The 6.35%

2040,4.95% 2042, and 4.875% Second Lien Exchange Notes have no par call date and may be redeemed at any

time at a “make-whole” price. The euro-denominated Second Lien Exchange Notes may also be redeemed in

whole at par upon certain changes in U.S. tax law. The change of control, tender offer, covenant and Investment

Grade Event provisions of the Second Lien Exchange Notes are substantially the same as those of the Second Lien

Notes issued on October 5, 2026 described above. The Second Lien Exchange Notes do not have registration

rights.

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Concurrent with the Exchange Offers, on October 9, 2026 we purchased$2.40 billion in aggregate principal

amount of senior notes of the WBD Issuers (approximately 98.83% of the outstanding principal amount of those

series) for$2.38 billion in cash, plus accrued and unpaid interest, and the purchased notes were cancelled.

Guarantees

Letters of Credit and Surety Bonds

At September 30, 2026, we had outstanding letters of credit and surety bonds of$711 million that were not

recorded on the Consolidated Balance Sheet, including$454 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, contains customary representations and warranties and covenants substantively similar to the Credit

Facilities under the Pro Rata Credit Agreement, including the same principal financial covenant(see Note 8 to the

consolidated financial statements), and is secured on a first lien basis by the same collateral as the Pro Rata Credit

Agreement effective 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 15 to the consolidated financial statements.

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 completed merger with WBD) 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 that the

expected benefits, synergies and opportunities of the WBD Merger may not be realized or may take longer to

realize than expected; risks and costs associated with the integration of the business of WBD, including our ability

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to integrate successfully and to achieve anticipated synergies and financial targets; risks that we may not achieve

the expected run-rate synergies or other financial goals within the expected time frames or at all; risks related to the

commitments we made under the states consent decree; potential disruption to business operations and

relationships, including our and WBD’s business and commercial relationships, as a result of the WBD Merger and

ongoing integration; the risk of stockholder litigation and other litigation relating to the WBD Merger, including

litigation that could result in the payment of damages; 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, Skydance Media, LLC and WBD successfully and to achieve

anticipated synergies, including in the amounts or on the timelines anticipated to realize such 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 New York Stock Exchange 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; 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 related to our ability to incur substantially more debt and our ability to meet the financial and other covenants

contained in the agreements governing our substantial indebtedness; risks relating to our ability to deleverage the

business in accordance with management’s targets, including risks arising from assumptions, uncertainties and

contingencies that may affect our ability to reduce indebtedness; risks relating to management’s ability to execute

on our strategic plan and improve our financial profile and cash flows from operations; risks relating to any capital

or other financing we may have to raise in order to reduce our indebtedness following the WBD Merger; risks of

reduced ownership and economic interest by our previous stockholders as a result of the WBD Merger; risks

related to our Warrants; 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.

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