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ViacomCBS

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Year Founded & Workforce

2024

17,600 Employees

Industry

ICT
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ViacomCBS Overview

Paramount Skydance is the reconstituted form of one of American media's oldest asset stacks — Paramount Pictures (1912), CBS (1927) and the Viacom cable portfolio — now controlled by the Ellison family through a non-voting public float. It is simultaneously a declining legacy business and an aggressive consolidator. Roughly half of revenue still comes from linear TV Media, which is shrinking mid-single digits annually but throwing off 30%-plus segment margins under severe cost discipline. Growth is concentrated in Direct-to-Consumer, where Paramount+ reached 81.6 million paid subscribers in Q2 FY2026 on the back of an exclusive seven-year UFC rights deal. The defining strategic fact is the pending $31-per-share, roughly $111 billion enterprise-value acquisition of Warner Bros. Discovery — signed February 2026, cleared in 65-plus jurisdictions, and now blocked pending a March 2027 US antitrust trial. Everything about the equity story is subordinate to that binary outcome.

FY2023 figure is Paramount Global's employee population as of 31 Dec 2023 (approximately 22,300, comprising full-time, part-time and temporary employees), disclosed in the FY2025 Form 10-K/A pay-ratio methodology. FY2025 figure is from Form 10-K FY2025, Item 1 (Human Capital Management). Note that the FY2023 and FY2025 populations are not defined identically. Separately, the Q4'25 shareholder letter states that the Telefe and Chilevisión divestitures together streamlined operations by roughly 1,600 people.

Shares outstanding

Source: Form 10-Q for Q2 FY2026, cover page: Market capitalization. Approximately $9.8 billion as of 5 August 2026 per Macrotrends; approximately $12.9 billion as of a Barchart note earlier in 2026; $11.96 billion at a $10.69 share price on 12 May 2026 per WallStreetZen. The Class B closed at $13.40 on 31 December 2025 (Form 10-K/A, used for equity-award valuation). The 52-week range as reported in May 2026 was $8.62–$20.86. The wide dispersion across sources reflects genuine, extreme price volatility through the Warner Bros. Discovery contest and the subsequent antitrust litigation, not a data error; market cap should be re-marked at the time of use.


The company's own characterization

The FY2025 Form 10-K opens with a deliberately brand-led description: Paramount is a global media and entertainment company whose portfolio includes Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV and Skydance Media's animation, interactive/games and sports divisions. The Q2 FY2026 Form 10-Q updates the roster to add Paramount Sports Entertainment and Paramount Games Studio and to re-label the Skydance units as Skydance Animation, Film and Television. In its own filings the company describes itself as "fundamentally a content company," a framing it uses specifically to justify the weight it places on trademark, copyright and other intellectual-property protection.

Independent characterization

Paramount Skydance is best understood not as a single business but as three businesses with divergent economics, bolted onto a holding-company balance sheet that is currently being used as an acquisition vehicle.

First, a cash-generative melting ice cube. TV Media — the CBS Television Network, 29 owned-and-operated stations, the domestic cable portfolio, and international free-to-air networks — produced roughly half of group revenue in FY2025. Its revenue declined 9% year-on-year in Q2 FY2026 while its adjusted EBITDA margin expanded from 26.4% to 34.0%. Management is explicitly running this segment for cash extraction, cutting average production cost per episode by nearly 10% for the 2025-26 broadcast season while, on its own account, increasing its share of the top-20 series. This is the classic late-cycle linear playbook and it is being executed well.

Second, a scaling subscription platform. Direct-to-Consumer combines Paramount+ (subscription, two tiers), Pluto TV (free ad-supported streaming, or FAST) and, until its Q2 FY2026 absorption into Paramount+, BET+. Paramount+ revenue grew 16% year-on-year in Q2 FY2026, with management attributing roughly one-third of growth to subscriber additions and two-thirds to ARPU expansion. DTC adjusted EBITDA reached $366 million in Q2 FY2026, a 14.8% margin, up 44% year-on-year. Critically, part of that margin gain is a non-recurring accounting benefit: the pushdown revaluation reduced the carrying value of content assets, mechanically lowering amortization expense. Analysts should discount reported DTC margin improvement accordingly.

Third, a studio in acknowledged rebuild. The Studios segment (film plus television production plus games) swung from a $31 million adjusted EBITDA loss in Q2 FY2025 to a $36 million profit in Q2 FY2026. Management has been unusually candid that it inherited an underperforming slate, doubling theatrical output from eight releases in 2025 to 15 in 2026 and targeting 15-plus annually thereafter — but with CEO David Ellison stating on the Q4 FY2025 call that the two-year tentpole development cycle means franchise economics do not materially improve until 2027 and beyond.

Revenue model

Revenue stream (USD Mn)FY2024% of total
Affiliate and subscription13,15045.0
Advertising10,30035.2
Licensing and other4,95017.0
Theatrical8132.8

The company disaggregates revenue into four contractual streams. Using the FY2024 mix as the last clean full-year proxy (aggregator data derived from the Paramount Global 10-K):

The FY2025 disaggregation is complicated by the Predecessor/Successor split.

The economic implication is that roughly 80% of revenue is recurring or contractual (affiliate fees, retransmission consent, reverse compensation, streaming subscriptions) and roughly 35% is cyclically exposed advertising. Advertising is also structurally biased: political spending in even-numbered years and marquee sports events (Super Bowl rotation, NCAA Division I Men's Basketball Tournament) create material year-to-year swings that management repeatedly flags as comparability headwinds.

Value chain position and customers

Paramount Skydance is vertically integrated from IP creation through to owned distribution, but it is not fully self-sufficient at either end. Upstream it competes for creative talent through first-look and overall deals and acquires third-party content, including a strategy — new under the current leadership — of commissioning Paramount+ originals from external studios (A24, MGM Television, SISTER). Downstream it distributes through owned platforms (Paramount+, Pluto TV, CBS, cable networks, O&O stations) and licenses aggressively to direct competitors: recent named counterparties include Netflix, Amazon, Apple, Tubi and Tencent.

Customer types are therefore fourfold: (i) consumers paying subscription fees; (ii) advertisers and media agencies; (iii) distributors — MVPDs, virtual MVPDs, affiliated broadcast stations and international platform partners paying carriage, retransmission and reverse compensation; and (iv) other studios and streamers licensing content. End-markets served are US broadcast and pay television, global SVOD and FAST streaming, theatrical exhibition, home entertainment, consumer products and licensing, live events, publishing and, newly, interactive games.

Strategy

The stated strategy — "three North Star priorities"

David Ellison articulated the strategic frame in the Q4 FY2025 shareholder letter and repeated it verbatim in Q2 FY2026:

  1. Investing in growth businesses anchored by creative engines and exceptional storytelling.

  2. Scaling the direct-to-consumer business globally.

  3. Driving efficiency enterprise-wide with a focus on long-term free cash flow generation.

A fourth, unstated but operationally explicit theme runs through both letters: becoming, in Ellison's phrase, the most technologically capable media company.

The transformation programme

Efficiency target milestoneFigure
Original target announced post-closeat least $2 billion
Raised in Q3 FY2025 letterat least $3 billion through 2027
Run-rate expected by end-2026 (as at Q4 FY2025)more than $2.5 billion
Run-rate expected by end-2026 (raised at Q2 FY2026)more than $2.7 billion
Annual cloud partnership savings executed in Q4 FY2025more than $50 million
Transformation costs expected in FY2026approximately $800 million

Four workstreams are named in the Q4 FY2025 letter: (i) making technology a core competency; (ii) enhancing corporate-wide efficiency and scalability; (iii) unifying the organization under cohesive leadership; (iv) optimizing the workforce.

Announced strategic initiatives, last 24 months

InitiativeDateDescription
UFC media rightsAug 2025Seven-year, $7.7 billion exclusive US rights from TKO Group, effective 2026; 13 numbered events and 30 Fight Nights annually
Zuffa Boxing rights2,025Long-term media rights from 2026 for the TKO/Sela combat-sports promotion; first premium live boxing event on Paramount+ 12 Sep 2026
WNBA partnership2,026New long-term agreement; CBS delivered its most-watched WNBA game ever
UEFA expansion2,026Named among expanded live sports partnerships in the Q2 FY2026 letter
Call of Duty film2,025Development, production and distribution rights from Activision
Legendary Entertainment2,025Three-year distribution deal; Street Fighter co-production
Mattel consumer productsQ4 FY2025Teenage Mutant Ninja Turtles franchise toy partnership, described as over five times the scale of any prior company consumer-products deal
The Free Press acquisition6 Oct 2025Approximately $150 million cash-and-stock; approximately 1.5 million subscribers of which 170,000-plus paid; Bari Weiss named CBS News Editor-in-Chief
Paramount OneQ4 FY2025Enterprise-wide cross-promotion platform, first deployed for the UFC launch
Paramount GamesJun 2026New division as publisher and incubator for IP-based interactive entertainment
Streaming stack convergence2025–2026Unifying Paramount+, Pluto TV and BET+ onto a single technology stack; first phase live by mid-2026
Oracle Fusion ERP migration2025–2027Company-wide ERP consolidation; additional divisions live July 2026; completion targeted early 2027
Precision+Q4 FY2025AI-powered advertising product combining Paramount and third-party data for real-time delivery optimization
Return to office phase oneJan 2026New York and Los Angeles offices
Telefe / Chilevisión divestitureOct 2025 / Jan 2026Portfolio focus; approximately 1,600 headcount reduction
BET+ integration into Paramount+Q2 FY2026Over 1,000 hours of BET content migrated
Content investment step-upQ3 FY2025More than $1.5 billion of incremental content spend for 2026
AI development tooling2,026Enterprise apps built in-house across procurement, recruiting, finance and HR using AI development tools; majority of workforce using AI tools
IP defence against generative AIQ4 FY2025Cease-and-desist issued against Seedance 2.0; similar posture referenced regarding Sora
WBD acquisitionFeb 2026Signed definitive agreement; the dominant strategic initiative

Medium-term financial targets

TargetGuidance
FY2026 revenue$30.0 billion, approximately 4% growth
FY2026 adjusted EBITDA$3.8–3.9 billion (raised from $3.8 billion), 12.8% margin at midpoint
FY2026 stock-based compensation (excluded from adj. EBITDA)approximately $300 million
FY2026 free cash flow conversionat least 10% (raised from approximately 5%) before approximately $800 million transformation costs
FY2026 corporate expensesapproximately $1.5 billion
Q3 FY2026 revenue$6.95–7.15 billion, 4–7% growth
Q3 FY2026 adjusted EBITDA$875–975 million, 13.1% margin at midpoint
Efficiencies$3 billion-plus through 2027
Credit metricsInvestment-grade metrics by end-2027 on a standalone basis
Theatrical output15 films in 2026; 15-plus in 2027; at least 30 annually post-WBD with a minimum 45-day theatrical window
WBD cost synergies$6 billion-plus, incremental to existing transformation plans

Capital allocation priorities, as stated in the Q4 FY2025 letter, in order: (1) invest organically for long-term profitable growth; (2) consider M&A where it accelerates the North Star and financial goals; (3) manage the balance sheet to regain and maintain investment-grade credit metrics; (4) return excess cash to shareholders beyond the current dividend once investment grade is reached. The dividend continues at $0.05 per share quarterly (ex-date 15 September 2026 for the most recent declaration).

Products & Services

TV Media segment

BrandPositioning
MTVYouth entertainment; franchise home of the MTV Video Music Awards
NickelodeonKids and family entertainment
Comedy CentralComedy, adult animation, late night; The Daily Show recorded its highest ratings in nine years per the Q2 FY2026 letter
Paramount NetworkGeneral entertainment destination
CMTCountry music and lifestyle
TV LandTargeted at viewers in their thirties and forties
Pop TVPop-culture focused
LogoLGBTQ+ lifestyle and entertainment
Smithsonian ChannelAir and space, travel, history, science, nature, culture
Paramount+ with SHOWTIMEPremium channel: original scripted and unscripted series, films, documentaries, docuseries, comedy. Moved to the DTC segment from Q1 FY2026.

Broadcast operations

CBS Television Network: The domestic broadcast network, operating through CBS Entertainment (primetime comedy and drama, reality, specials, kids' programming, daytime drama, game shows, late night), CBS News and CBS Sports. Content is distributed to owned and affiliated stations and reaches consumers via CBS.com, CBSNews.com, CBSSports.com and associated apps, via Paramount+ and Pluto TV, and via MVPDs and streaming services. Revenue model: national advertising plus reverse compensation from affiliates. FY2025-26 performance claims from the Q4 FY2025 letter: eight of the top ten broadcast series including Tracker (#1 series), Sheriff Country (#1 new show) and 60 Minutes (#1 news programme); the Q2 FY2026 letter narrows this to seven of the top ten for the most recent completed season.

CBS Sports rights portfolio: Regular-season and playoff NFL games including wild-card and AFC divisional and championship games and the Super Bowl on rotation; NCAA Division I Men's Basketball Tournament and regular-season college basketball; college football including the Big Ten Conference and the Army-Navy Game; PGA TOUR, the PGA Championship and the Masters; selected UEFA Champions League matches; selected UFC events; and, per the Q2 FY2026 letter, a new long-term WNBA partnership. Documented FY2025-26 records: CBS's most-watched NFL season on record; the most-watched NFL regular-season game ever (Chiefs–Cowboys, Thanksgiving, averaging more than 57 million viewers); the 4:25pm ET national window as the #1 programme in all of television for a third consecutive year at more than 25.8 million average viewers; the AFC Championship Game at nearly 49 million viewers; the most-watched Masters in over a decade; and the most-watched UEFA Champions League Final ever on US English-language television.

CBS Stations: 29 owned broadcast television stations operating under FCC licences, located in the five largest and 15 of the top 20 US television markets, with duopolies in 10 major markets including New York, Los Angeles and Dallas. (Note: the FY2025 Form 10-K states 29 owned stations in Item 1; President Jeff Shell referred to 28 on the Q4 FY2025 call — a minor internal discrepancy, with the filing taken as authoritative.)

International free-to-air networks: Network 10 (Australia; brands 10, 10 Drama, 10 Comedy) and Channel 5 (UK public service broadcaster; brands 5, 5 Action, 5 Select, 5Star, 5USA, Milkshake). Telefe (Argentina) sold 23 October 2025; Chilevisión (Chile) sold 12 January 2026.

Cable networks — Paramount Media Networks

BET Media Group. Premium entertainment, music, news, digital and public-affairs content for Black audiences, including the BET Awards events and experiences business and VH1. The Q2 FY2026 letter records the BET Awards drawing their highest ratings and largest audience in years.

CBS Sports Network. A 24-hour cable channel carrying Division I college football, basketball, hockey and lacrosse, domestic and international soccer, studio shows, features and documentaries, plus ancillary coverage for major CBS Sports events.

Digital properties. CBS News 24/7 (with local versions from certain owned stations), CBS Sports HQ, CBS Sports Golazo Network.

CBS Media Ventures (CMV). Produces and distributes first-run syndicated programming — talk, court, game shows and newsmagazines — licensed market-by-market to television stations. Also sells national advertising and integrated marketing for its own distributed programming and acts as national advertising sales agent for other major syndicators. Note: CMV remains in TV Media under the new structure, while CBS Studios and Paramount Television Studios moved to Studios.

Direct-to-Consumer segment

TierDescription
Paramount+ PremiumAdvertising-free (except during livestreamed and certain limited content); higher subscription fee; includes livestreamed local CBS Stations
Paramount+ EssentialAdvertising-supported at a lower fee; includes the NFL but not livestreamed local CBS Stations
MetricQ2 FY202530 Sep 2025Q4 FY2025Q1 FY2026Q2 FY2026
Paid subscribers (millions)76.877.978.979.681.6
Paramount+ revenue (USD M)1,7711,0601,8371,9742,061
Paramount+ revenue YoY growth (%)23—171716

Paramount+. Global on-demand and live subscription streaming service combining sports, news and entertainment. Two US tiers:

Sports on Paramount+ include livestreamed CBS Sports programming, UEFA Champions League, Italy's Serie A, the National Women's Soccer League, and UFC and Zuffa Boxing events. Also carries CBS News 24/7, CBS Sports HQ and CBS Sports Golazo Network.

Paramount+ subscriber and revenue trajectory

Source: Q2 FY2026 shareholder letter. Note that the 30 Sep 2025 revenue column covers only the 7 Aug–30 Sep Successor stub, not a full quarter. From Q4 FY2025 the subscriber metric reflects paying subscribers only, excluding free trials, with prior periods restated on that basis.

Named Paramount+ content drivers (FY2025-26): Dutton Ranch (the biggest original series debut in Paramount+ history — 12.9 million viewers in week one, 13.4 million average views per episode across the season); Landman season two (reaching over 25 million subscriber households); The Madison; Marshals; The Agency; Star Trek: Strange New Worlds; Lioness; MobLand; Tulsa King and its spinoff Frisco King; Avatar Aang: The Last Airbender; School Spirits; Discretion (A24, with Nicole Kidman and Elle Fanning); 9/12 (with Jeremy Strong); Fear Not (with Anne Hathaway, produced with MGM Television); Clueless (with Alicia Silverstone); Ascent (with Viola Davis). Management states 40 new or returning DTC series greenlit since August 2025, including more than ten produced externally.

UFC on Paramount+. The seven-year TKO agreement makes Paramount+ the exclusive US and Latin American home for all numbered events and Fight Nights, plus Fight Nights and selected bouts in Australia — 13 marquee numbered events and 30 Fight Nights annually. Documented performance: UFC 324 (January 2026) reached approximately 7 million households and drove the platform's highest global view hours ever in its launch week; UFC Freedom 250, streamed live from the White House South Lawn in June 2026, drew a record 17 million viewers across the US and Latin America; UFC 329 in July 2026 delivered the highest peak concurrent streams in platform history for an exclusive live event, trailing only Super Bowl LVIII. Since the start of 2026, 20 million subscriber households have watched more than 200 million hours of UFC programming — viewership more than 23 times the average pay-per-view event of the prior two years. Technical build-out for launch included approximately 1,400 VOD assets, three-language feeds, availability in 20 markets, live rewind, instant highlight clip creation and sharing, and AI-generated recaps.

Pluto TV. Global FAST service offering curated live linear channels and on-demand content across movies, series, classic television, sports, news and opinion, drama, reality, competition reality, true crime, game shows, comedy, daytime, home and food, lifestyle, anime, animals and nature, music, kids and local news. Revenue model: advertising only. Management characterizes Pluto as engagement-positive but monetization-challenged: DTC revenue from non-Paramount+ sources, primarily Pluto, declined 16% year-on-year in Q4 FY2025 while monthly active users and engagement rose. Remediation includes expanded registration and first-party identity, a larger on-demand catalogue (the full The X-Files library was added in January 2026 and became a top-performing on-demand title), and migration onto the unified technology stack.

BET+. A US subscription streaming service focused on Black audiences (films, television, stand-up comedy, award shows, specials, exclusive originals), historically offered in ad-free and ad-supported tiers. Fully integrated into Paramount+ during Q2 FY2026, moving more than 1,000 hours of BET originals, films and specials onto the larger platform. Migrated subscribers' engagement rose meaningfully versus BET+'s year-to-date average, driven by new seasons of Tyler Perry's Divorced Sistas, Zatima and All The Queen's Men.

Platform and product initiatives. A unified technology stack for Paramount+ and Pluto TV, with first implementation targeted mid-2026 and the first phase underway as of Q2 FY2026. An in-house streaming player validated through more than 800 controlled experiments, delivering materially improved video quality, near-elimination of high rebuffering in low-bandwidth conditions, and Smart TV app startup times 66% faster. Clips, a short-form video experience. Precision+, an AI-powered advertising product combining first- and third-party data for real-time delivery optimization. A separately patented AI system for automatic detection of broken, duplicated, mismatched or non-compliant ads.

Studios segment

UnitDescription
Paramount PicturesGlobal producer and distributor since 1912. Library includes Titanic, Forrest Gump, The Godfather; franchises include Mission: Impossible and Transformers.
CBS StudiosProduces and co-produces series; per the Q2 FY2026 letter, 15 new and returning series for the CBS 2026-27 season plus third-party work including NCIS: New York, Netflix's Little House on the Prairie, Apple TV's Murderbot, Amazon's Odd Jobs and F-Ward in Australia.
Paramount Television Studios20 active titles for Paramount+ including Dexter: Resurrection, Tulsa King, Frisco King; third-party successes include Amazon's Ride or Die (approximately 1.6 billion minutes watched) and Netflix's XO, Kitty (three weeks in the Global Top 10, #1 in 54 countries).
Paramount AnimationFranchise and original animated features drawing on the Paramount Pictures and Nickelodeon libraries. Pipeline includes The Naughty List (Robert Rodriguez), an animated Survivor feature with Jeff Probst executive producing, and an adaptation of Freddy the 13th directed by Dan Trachtenberg.
Nickelodeon Animation / Nickelodeon StudiosAnimated and live-action series, films and short-form content for kids and families worldwide.
Skydance Animation, Film, TelevisionSkydance's creative divisions, consolidated from 7 Aug 2025. Swapped (Skydance Animation) on track to become Netflix's second most-viewed original animated film.
Paramount Sports Entertainment / Skydance SportsPremium sports content studio; Netflix's RAFA became the first primarily non-English docuseries nominated for a primetime Emmy.
Paramount Games StudioLaunched June 2026 as publisher and incubator for interactive entertainment built on owned IP. Announced titles: TMNT: The Last Ronin and Star Trek: Shadow Frontier. Released Avatar Legends: The Fighting Game (Metacritic 80).
MiramaxJoint venture with beIN Media Group. Paramount holds exclusive long-term rights to distribute the Miramax library plus certain co-production, co-financing and distribution rights on new projects.

Distribution architecture. Domestically Paramount markets and distributes its own theatrical and home-entertainment releases. Internationally it distributes through its own affiliates, through United International Pictures (a joint venture with Universal Studios) in certain territories, or through third-party distributors. Home entertainment on DVD and Blu-ray is distributed worldwide by licensees. Films are co-financed and co-distributed with third parties in exchange for economic participation and partial copyright interest.

Theatrical slate. Eight releases in 2025; 15 in 2026; on track for 15-plus in 2027. Named 2026 titles: Scream (seventh installment), Billie Eilish – HIT ME HARD AND SOFT: THE TOUR (LIVE IN 3D) directed by James Cameron and Eilish, Scary Movie (under the Miramax first-look deal), an untitled Jackass film with Johnny Knoxville, PAW Patrol: The Dino Movie, Ebenezer: A Christmas Carol with Johnny Depp, Street Fighter (with Legendary), an untitled John Tuggle project with David Corenswet and Isabel May, Children of Blood and Bone directed by Gina Prince-Bythewood, and Mr. Irrelevant — the NFL's first theatrical release. 2027 and beyond: a new Paranormal Activity film (James Wan / Jason Blum / Oren Peli), the third A Quiet Place installment, Sonic the Hedgehog 4 with SEGA, a Call of Duty adaptation with Activision (Taylor Sheridan and Peter Berg attached), Teyana Taylor's directorial debut Get Lite, a Seth Rogen Mutant Mayhem sequel (2027) and a live-action/CG hybrid Turtles film (2028).

Talent deals signed under new ownership: Jon M. Chu (three-year first-look film and TV), Issa Rae (multi-year first-look film and TV), Dan Trachtenberg (three-year first-look directing and producing), Ashley Lyle and Bart Nickerson (overall deal at Paramount Television Studios), the Duffer Brothers (four-year exclusive pact), Matt Stone and Trey Parker, Liz Tigelaar, James Mangold.

Franchise monetization. Teenage Mutant Ninja Turtles has generated over $10 billion in global retail sales since Paramount acquired the property in 2009; a Mattel toy partnership was announced, described by management as the largest consumer-products partnership in the company's history at over five times any prior deal.

Cross-portfolio initiative

"Paramount One." An enterprise-wide marketing and activation platform launched in early 2026 that mobilizes all linear channels, DTC platforms and owned properties behind priority campaigns and tentpole events. Its first major deployment was the UFC launch, with promotional inventory across CBS's record Thanksgiving Day NFL game and New Year's Eve primetime coverage.

Financial Narrative

Methodological warning. FY2025 figures are the arithmetic sum of the Predecessor period (1 Jan – 6 Aug 2025, Paramount Global) and the Successor period (7 Aug – 31 Dec 2025, Paramount Skydance). The company does not present a combined FY2025 income statement and states that the periods are not comparable. FY2021 figures reflect ViacomCBS as originally reported and include Simon & Schuster; FY2022 onward reflect continuing operations after S&S was reclassified as discontinued. Do not compute a clean five-year CAGR from this table without adjustment.

Income statement

Sourcing and derivation notes. FY2022 and FY2023 income-statement lines are from the Paramount Global Q4 FY2023 earnings release (Form 8-K exhibit). FY2024 operating loss of $(5,269) million, adjusted OIBDA of $3,118 million, FY2023 adjusted OIBDA of $2,390 million, and diluted EPS figures are from the Paramount Global Q4 FY2024 earnings release. The FY2024 $5.98 billion Cable Networks goodwill impairment is from the Q2 FY2024 earnings release. FY2025 operating income of $934 million is derived by summing disclosed periods and is cross-validated: the Successor period sums to $(95) million and the Predecessor 1 Jan–6 Aug 2025 period to $1,029 million, both matching the FY2025 Form 10-K exactly. FY2025 net loss of $(621) million is likewise derived by summing disclosed periods and matches third-party aggregation of the 10-K. FY2025 adjusted EBITDA of $3,266 million is derived by summing disclosed period figures from the Q2 FY2026 letter and is cross-validated against FY2026 guidance of $3.8–3.9 billion described as 16–19% growth. FY2025 adjusted OIBDA of $3,027 million is the unadjusted result disclosed in the Form 10-K/A compensation tables; the Q4 FY2025 letter cites approximately $3.08 billion, a modest discrepancy attributable to different adjustment conventions — both figures are noted rather than reconciled. FY2024 net loss of $(6,204) million is derived from a third-party aggregator's stated percentage change and should be treated as approximate; the primary anchors are the $5.98 billion impairment and $(9.36) diluted EPS from continuing operations.

Balance sheet: notes and sources

Source: Form 10-Q for Q2 FY2026, Consolidated Balance Sheets. Total debt and net debt are derived. Management's Q4 FY2025 letter cites $3.3 billion cash and $13.7 billion gross debt; the Q2 FY2026 letter cites $1.6 billion cash and $15.2 billion gross debt — both consistent with the filed balance sheet.

Balance-sheet commentary. Three observations dominate. First, goodwill of $1.6–2.0 billion against $43–44 billion of assets is extraordinarily low for a company of this heritage — the direct consequence of the August 2025 pushdown, which reset Paramount Global's net assets to an $11.695 billion fair-value basis. Goodwill rose $434 million between year-end and mid-year purely through measurement-period adjustments. Second, programming and other inventory of $17.3 billion is the largest single asset, exceeding total equity. Its recoverability is the principal impairment exposure. Third, the $2.8 billion "Advance consideration for WBD acquisition" — the Netflix termination fee Paramount paid on WBD's behalf — sits on the balance sheet as an asset and drained working capital from $2.7 billion to $0.4 billion in six months. That payment was funded with cash on hand plus a $2.15 billion revolver draw, and is contractually to be reimbursed from the $46.7 billion Ellison-led private placement at closing. If the WBD merger fails, the recoverability of that $2.8 billion asset becomes a live question.

Cash flow: notes and sources

Source: Form 10-Q Q2 FY2026 and Q2 FY2026 shareholder letter. FY2025 operating cash flow, capex and free cash flow are derived by summing the five disclosed sub-periods (Q1 FY2025 $180M/$123M; Q2 FY2025 $159M/$114M; 1 Jul–6 Aug 2025 $(175)M/$(207)M; 7 Aug–30 Sep 2025 $268M/$222M; Q4 FY2025 $217M/$101M). Share buybacks: none disclosed in any period reviewed.

Cash-flow commentary. The step-change in depreciation and amortization — from $175 million in 1H FY2025 to $726 million in 1H FY2026, a 4.1x increase — is entirely a pushdown artefact: the fair-value step-up created $6.7 billion of finite-lived intangibles with a 16.6-year weighted average life, and several classes (subscriber relationships at 2 years, affiliate relationships at 2.6 years, developed technology at 3 years) amortize very fast. This is the mechanical reason reported net earnings look weak relative to adjusted EBITDA, and it will substantially unwind by 2028.

Free cash flow is the real weak point. FY2025 FCF of $353 million against $28.9 billion of revenue is a 1.2% conversion rate. Management's own framing is a 5% conversion in 2025 before restructuring, and 2026 guidance of at least 10% conversion before roughly $800 million of transformation costs. Chief Strategy and Operating Officer Andrew Gordon told the Q4 FY2025 call that FCF conversion should return to industry norms by 2027 and that investment-grade credit metrics are targeted for 2027 on a standalone basis.

Ratios: notes and sources

All ratios derived by the analyst from filed statements. The S&P Global adjusted leverage figure of 4.8x at 31 December 2025 includes S&P's adjustments for operating leases and restructuring charges and is net of cash — it is materially higher than the unadjusted calculation and is the figure that matters for rating purposes. ROIC and cash conversion cycle are not meaningfully computable for this business model and reporting basis and are not estimated.

The effective tax rate anomaly. The 45.3% effective rate in 1H FY2026 versus 29.3% in the prior-year period is a significant drag on reported EPS and reflects, in part, the non-deductibility of goodwill arising from the transactions (explicitly disclosed in Note 2 to the Q2 FY2026 Form 10-Q) alongside transaction-cost treatment.

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Financial Detail

Segment revenue (USD Mn)

Segment revenue (USD Mn)Q2 FY2025 (Pred.)1 Jul–6 Aug 2025 (Pred.)7 Aug–30 Sep 2025 (Succ.)Q4 FY2025 (Succ.)Q1 FY2026Q2 FY2026

Direct-to-Consumer

2,2649231,3442,3092,3982,474

Studios

1,1354627382,0601,2831,314

TV Media

3,4541,1982,0423,7993,6663,128

Total revenue

6,8492,5814,1218,1487,3476,913

Segment revenue (USD Mn) (Annual)

Segment revenue (USD Mn)FY2025 (derived)% of group

TV Media

14,39349.8

Direct-to-Consumer

9,00031.1

Studios

5,55119.2

Total revenue (reported combined)

28,891100.0

Segment adjusted EBITDA (USD Mn)

Segment adjusted EBITDA (USD Mn)Q2 FY2025 (recast)Q2 FY2026

TV Media

9121,063

Direct-to-Consumer

254366

Studios

-3136

Segment adjusted EBITDA margin (%)

Segment adjusted EBITDA margin (%)Q2 FY2025Q2 FY2026

TV Media

26.434.0

Direct-to-Consumer

11.214.8

Studios

-2.72.7

Q4 FY2025 Metric Details

Q4 FY2025 metric (USD Mn / %)Value

Total revenue

8,148

Operating income (loss)

-339

Operating margin (%)

-4.2

Adjusted OIBDA

612

Restructuring and transaction-related costs included

546

TV Media adjusted OIBDA

1,100

TV Media adjusted OIBDA margin (%)

23.0

Direct-to-Consumer adjusted OIBDA

-158

Filmed Entertainment adjusted OIBDA

-119

Filmed Entertainment adjusted OIBDA margin (%)

-9.0

Income Statement and Margin Analysis (%)

Metric (USD Mn unless stated)FY2021FY2022FY2023FY2024FY2025

Revenue

28,58630,15429,65229,21328,891

Revenue YoY growth (%)

—5.5-1.7-1.5-1.1

Total costs and expenses

—27,86830,103—27,957

Programming charges

002,3711,1200

Impairment charges

—27835,980157

Operating income (loss)

—2,342-451-5,269934

Operating margin (%)

—7.8-1.5-18.03.2

Interest expense

—931920——

Interest income

—108137——

Pre-tax earnings (loss) from continuing operations

—1,266-1,253——

Net earnings (loss) attributable to parent

—1,104-608-6,204-621

Net margin (%)

—3.7-2.1-21.2-2.1

Diluted EPS from continuing operations (USD)

—1.03-2.06-9.36—

Adjusted OIBDA

——2,3903,1183,027

Adjusted EBITDA (new definition, excludes SBC)

————3,266

Adjusted EBITDA margin (%)

————11.3

Adjusted diluted EPS from continuing operations (USD)

——0.521.54—

Dividends declared per Class B share (USD)

———0.200.20

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Balance Sheet

Metric (USD Mn)31 Dec 202530 Jun 2026

Cash and cash equivalents

3,2741,627

Receivables, net

6,6156,178

Programming and other inventory, current

1,4611,655

Total current assets

13,32011,020

Property and equipment, net

2,1952,216

Programming and other inventory, non-current

15,02815,641

Goodwill

1,6002,034

Intangible assets, net

6,2385,649

Operating lease assets

1,1261,033

Deferred income tax assets, net

1,2821,347

Advance consideration for WBD acquisition

02,800

Other assets

2,5532,671

Total assets

43342

44411

Accounts payable

906511

Accrued expenses

2,0772,158

Participants' share and royalties payable, current

2,6462,606

Accrued programming and production costs

1,8321,801

Deferred revenues

1,3551,486

Debt, current

433665

Other current liabilities

1,3501,373

Total current liabilities

10,59910,600

Long-term debt

13,22514,491

Pension and post-retirement obligations

1,1851,169

Operating lease liabilities, non-current

1,1501,046

Programming obligations, non-current

400581

Other liabilities, non-current

2,4502,209

Additional paid-in capital

13,38613,307

Accumulated deficit

-1,753-1,544

Total parent stockholders' equity

11,69311,771

Noncontrolling interests

1,1941,039

Total equity

12887

12810

Total debt (current + long-term)

13658

15156

Net debt

10384

13529

Goodwill + intangibles

7,8387,683

Working capital

2,721420

Total programming and other inventory

16,48917,296

Cash Flow

Metric (USD Mn)FY20251H FY20251H FY2026

Net cash from operating activities

649339504

Capital expenditures

296102150

Free cash flow

353237354

Investments (cash outflow)

—148172

Advance consideration for WBD acquisition

002,800

Proceeds from dispositions

—6613

Net cash used for investing

—-184-3,115

Borrowings under credit facility

—02,700

Repayment of credit facility borrowings

—0900

Repayment of notes and debentures

—0347

Dividends paid on common stock

—70117

Payments to noncontrolling interests

—65189

Net cash from financing

—-161992

Stock-based compensation (non-cash)

—87161

Depreciation and amortization

—175726

Financial Ratios (x) and Margin Analysis (%)

Ratio31 Dec 202530 Jun 2026

Current ratio (x)

1.261.04

Total debt / total equity (x)

1.061.18

Net debt / adjusted EBITDA (x, on FY2025 actual / FY2026E midpoint)

3.23.5

S&P Global adjusted leverage (x)

4.8—

Goodwill + intangibles / total assets (%)

18.117.3

Programming inventory / total assets (%)

38.039.0

Asset turnover (x, annualized revenue / total assets)

0.670.64

Financial Ratios (x) and Returns & Leverage Ratios (%)

Ratio (period-based)1H FY20251H FY2026

Interest coverage (operating income / interest expense, x)

2.202.21

Return on equity, annualized (%)

2.53.6

Return on assets, annualized (%)

—0.9

Effective tax rate (%)

29.345.3

Region Overview

RegionFY2024 (%)

United States

81.1

International (non-US)

18.9

Exposure Details

ExposureDirectionEvidence and reason

Paramount+ international (LATAM, Australia)

Growing

FIFA World Cup and UFC drove record LATAM engagement in Q2 FY2026; management cites international as a driver of the 6% subscriber growth

US streaming subscription and advertising

Growing

Paramount+ revenue +16% in Q2 FY2026; Paramount+ ad revenue grew over 30% in the quarter

Content licensing to third parties

Growing

Studios revenue +16% in Q2 FY2026; management cites double-digit library revenue growth; named counterparties Amazon, Netflix, Tubi, Tencent

US linear advertising

Declining

TV Media advertising -14% in Q2 FY2026, including an eight-point NCAA lapping headwind and a three-point divestiture headwind

US pay-TV affiliate fees

Declining

Affiliate revenue -6% in Q2 FY2026 and -7% in Q4 FY2025, attributed to continued pay-TV subscriber erosion with rates described as resilient

Latin America broadcast (Argentina, Chile)

Exited

Telefe and Chilevisión sold; described as focusing on core businesses

Pluto TV monetization

Declining

Non-Paramount+ DTC revenue -16% year-on-year in Q4 FY2025 despite rising MAUs and engagement

Theatrical

Declining in 2026, recovering 2027+

Lower average box office per film across more releases; comping against Mission: Impossible – The Final Reckoning

Share Price & Returns

Reference pointPrice / value

Paramount Global Class B close, 6 Aug 2025 (day before closing)

$11.04

Transaction Value used for equity sizing

$15.00

PSKY Class B close, 31 Dec 2025

$13.40

PSKY close, 12 May 2026

$10.69

52-week range (as reported May 2026)

$8.62 – $20.86

PSKY low following the Fitch downgrade, March 2026

$12.25

Implied price at 5 Aug 2026 market cap of $9.8 billion

approximately $8.75

Analyst 12-month consensus target (stockanalysis, 20 analysts)

$9.81

Total return

Total return1-year5-year5-year annualizedSince IPO

PSKY / predecessor (%, as of Dec 2025)

32.7-57.7-15.8-16.0

S&P 500 (%)

15.786.613.3450.0

Valuation Snapshot

MetricValue

Consensus rating

Hold

Analysts covering (stockanalysis)

20

Analysts covering (Barchart, late 2025)

24 — 1 Strong Buy, 15 Hold, 1 Moderate Sell, 7 Strong Sell

12-month price target

$9.81

Q2 FY2026 reported diluted EPS

$0.04 GAAP; $0.18 adjusted

Q2 FY2026 consensus EPS

$0.17

Q2 FY2026 consensus revenue

$6.87 billion

FY2026 consensus revenue

$29.84 billion versus company guidance of $30.00 billion

Capital Markets

ItemDetail

Quarterly dividend per Class B share

$0.05

Implied annual rate

$0.20

Most recent ex-date

15 September 2026

Dividends paid, 1H FY2026

$117 million

Dividends paid, 1H FY2025

$70 million

Payments to noncontrolling interests, 1H FY2026

$189 million

Dividend yield at approximately $8.75

approximately 2.3%

Policy

Maintained; increases and buybacks explicitly deferred until investment-grade credit metrics are regained (capital allocation priority 4)

Gross debt at 30 Jun 2026

$15.156 billion ($665 million current, $14.491 billion long-term)

Revolver drawn at 30 Jun 2026

$1.8 billion (of $3.5 billion facility, extended in late Q4 2025)

Debt maturing in remainder of FY2026

$86 million

Repaid in Q1 FY2026

$347 million of maturing notes

Revolver repaid in Q2 FY2026

$350 million

Committed acquisition debt

$49 billion 364-day senior secured bridge; $2.5 billion three-year senior secured TLA; $2.5 billion five-year senior secured TLA

New revolver at closing

$5.0 billion five-year senior secured, replacing the existing facility

WBD debt to be assumed or refinanced

$17.7 billion senior notes; $13.0 billion and €1.7 billion seven-year term loans

Exchange offers

Up to $12.7 billion of WBD notes for new Paramount notes

Cash tender offers

Up to $2.4 billion of WBD notes for cash

Credit Ratings

AgencyRatingOutlook / watchDateNotes

Fitch

BB+ (long-term IDR and senior unsecured), downgraded from BBB-

Rating Watch Negative

March 2026

Cited media-sector competitive pressure, FCF headwinds from transformation costs, the prospective debt-funded WBD structure and limited visibility on post-transaction financial policy

S&P Global

BB+ issuer credit rating

Negative outlook; pre-announced cut to BB on WBD closing

Feb–May 2026

Estimates $111 billion total cost; S&P-adjusted leverage of 4.8x at 31 Dec 2025 versus a 4.25x downgrade threshold; projects 7.6x in 2026, not below 5x until 2029; assigned a preliminary BB to proposed second-lien secured notes

Moody's

On review for downgrade from 27 Feb 2026

Under review

Feb 2026

—

Analyst Conclusions

Management guidance summary

Guidance itemFY2026Q3 FY2026
Total revenue (USD B)30.06.95 – 7.15
Revenue growth (%)44 – 7
Adjusted EBITDA (USD B)3.8 – 3.90.875 – 0.975
Adjusted EBITDA growth (%)16 – 19-12 to -2
Adjusted EBITDA margin (%)12.813.1
Stock-based compensation excluded (USD M)approximately 300approximately 70
Transformation costs (USD M)approximately 800approximately 200
Free cash flow conversion (%)at least 10 before transformation costs—
Corporate expenses (USD M)approximately 1500—
Paramount+ subscribersmodestly higher than 2025, after approximately 4 million strategic international hard-bundle exitsflattish quarter-over-quarter

Segment expectations for FY2026: DTC revenue growth accelerating across subscription and advertising with profit growth, weighted to the first half on programming-investment timing; Studios revenue growth on licensing including a full year of legacy Skydance, with lower theatrical revenue but higher profitability; TV Media revenue declining on affiliate erosion with moderating advertising declines helped by political spending, but with improving margins and total adjusted EBITDA growth.

Bull case

1. The standalone business is inflecting and the market is not paying for it. Adjusted EBITDA grew 27% year-on-year in Q2 FY2026 on 1% revenue growth, with all three segments improving. Guidance has been raised twice in two quarters. At roughly 6.1x EV to FY2026E adjusted EBITDA, the market is capitalizing a business that just delivered its strongest Upfront since 2019 and its best-ever streaming retention quarter. If the WBD deal breaks and Paramount pays the $7 billion regulatory termination fee, it retains a business on a credible path to $3 billion-plus of efficiencies, industry-norm FCF conversion by 2027 and standalone investment-grade metrics — with a share count 3.5x smaller than the pro forma alternative.

2. Combat sports is a structurally differentiated moat. Owning UFC and Zuffa Boxing exclusively is not a content deal; it is a category acquisition. The data supports it: 20 million subscriber households, 200 million-plus hours, 23x the average PPV, record concurrent streams, and the lowest churn quarter in Paramount+ history. Unlike scripted content, sports rights cannot be replicated by a competitor writing a cheque next year — they are locked for seven years.

3. The Studios rebuild has a visible 2027-28 payoff. The slate doubled to 15 films in 2026 and management is generating 11% more box office per marketing dollar than in 2025. But the inherited slate is what's releasing now. Sonic 4, A Quiet Place 3, Call of Duty, two Turtles films and Children of Blood and Bone land in 2027-28, alongside 90-plus series and 800-plus episodes from the TV studios. The current 2.7% Studios margin is a trough, not a run-rate.

Bear case

1. The ticking fee is a slow-motion balance sheet event. From 1 October 2026, Paramount owes WBD shareholders approximately $7 million per day — roughly $650 million per quarter — against a business that generated $354 million of free cash flow in the entire first half of 2026. With trial starting 2 March 2027 and a June 2027 outside date, accrual could reach $1.2 billion or more before any resolution. Add roughly $190 million of incremental bridge and financing costs and a $2.8 billion Netflix fee already paid and sitting on the balance sheet as a receivable-like asset. Paramount is paying, in cash, for the privilege of waiting.

2. Post-deal leverage is genuinely dangerous. S&P projects 7.6x adjusted leverage in 2026, not falling below 5x until 2029, on a combined entity carrying approximately $79 billion of net debt. S&P's own note that the merged company contains six partially integrated legacy companies is the most damning sentence written about this transaction. Media history is unkind to integrations of this complexity, and the $6 billion synergy target is being underwritten by a management team that has held its jobs for twelve months.

3. Reported earnings quality is poor and the margin story has a ceiling. GAAP net earnings of $41 million in Q2 FY2026 versus $1.099 billion of adjusted EBITDA reflects $364 million of quarterly amortization, $153 million of transaction costs and a 45.3% effective tax rate. DTC margin improvement is partly a pushdown accounting benefit that will not repeat. TV Media added 7.6 margin points in a year on a shrinking base — that arithmetic cannot continue indefinitely, and once the $3 billion of efficiencies is banked, profit growth must come from DTC revenue against Netflix, Amazon and Apple.

Catalysts and monitorables — next 12 months

CatalystTimingWhy it matters
Settlement negotiations with the 12 statesOngoingEllison stated on the Q2 call that Paramount is open to an out-of-court solution; DGA and IATSE joining settlement calls suggests a labour-commitment package may be the currency
Ticking fee commencement1 October 2026Approximately $7 million per day begins accruing; the first hard financial deadline
Q3 FY2026 resultsNovember 2026Tests the guided 4-7% revenue acceleration and DTC advertising recovery
WBD note exchange and tender settlementTracking the merger closeRepeated extensions signal deal-timing expectations
Antitrust trial2 March 2027Binary; a ruling five days before closing is permitted, else 1 June 2027
Merger termination date4 March 2027, extendable to 4 June 2027If not closed and not extended, the $3 billion WBD reverse fee and the $7 billion Paramount regulatory fee mechanics engage
NFL rights renewal discussionsOngoingManagement says it has provisioned for the impact; terms will define TV Media's terminal value
AMPTP guild negotiationsWGA May 2026; DGA and SAG-AFTRA June 2026Production shutdown risk with 2023 precedent
Streaming stack convergence completionMid-2026 into 2027The precondition for Pluto monetization recovery and for cost synergies with HBO Max post-close
Moody's final rating actionPendingThe third agency's verdict on post-deal structure
Q4 FY2026 and FY2027 guidanceFebruary 2027First guide into the franchise-slate year

Analyst verdict

Paramount Skydance is two investments trading under one ticker, and the market is pricing the wrong one.

The operating business is performing better than any reasonable observer would have forecast twelve months ago. Adjusted EBITDA grew 27% on 1% revenue growth in Q2 FY2026. Every segment improved. Paramount+ posted its lowest churn quarter ever at 81.6 million subscribers. TV Media expanded margin 7.6 points while shrinking 9%. Guidance has been raised twice in six months. The Upfront was the strongest since 2019. Management has been unusually honest about what it inherited and unusually specific about what it will fix.

None of that is what the equity is priced on. At roughly $9.8 billion of market capitalization against 1.12 billion shares, the stock is discounting a Warner Bros. Discovery transaction that is simultaneously the company's entire strategic thesis and its largest single risk. The economics are brutal in both directions: close, and shareholders absorb up to 3.5x dilution, approximately $79 billion of net debt and leverage that S&P does not expect below 5x until 2029; fail, and Paramount forfeits $7 billion, having already spent $2.8 billion on Netflix's behalf and accrued perhaps $1.2 billion in ticking fees.

Three structural features compound the difficulty. Class B holders have no vote on any of it. The three executives deciding whether to fight or settle stand to receive $213 million contingent on closing. And the controlling family's interests run through Oracle, RedBird and sovereign wealth partners with objectives that need not align with a public minority.

The verdict is therefore uncomfortable but clear: this is a well-run operating business inside a badly asymmetric capital structure, controlled by parties whose incentives are not the minority's. Own the equity only with a defined view on the March 2027 trial. Own the improving fundamentals through the credit, where the asymmetry is at least priced.


END OF DOSSIER

Prepared 17 August 2026. Primary sources: Paramount Skydance Corporation Form 10-K for FY2025 (filed 25 Feb 2026); Form 10-K/A Amendment No. 1 (filed 24 Apr 2026); Form 10-Q for Q2 FY2026; Form 10-Q for Q3 FY2025; Forms 8-K of 8 Apr, 4 May, 13 May and 4 Aug 2026; Q4 FY2025 and Q2 FY2026 shareholder letters and earnings call transcripts; Paramount Global Forms 8-K for Q4 FY2023, Q1 FY2024, Q2 FY2024 and Q4 FY2024; Warner Bros. Discovery investor relations releases of 22 Dec 2025 and 26 Feb 2026; Paramount press releases of 8 Dec 2025, 21 Jan 2026, 26 Feb 2026 and 31 Jul 2026; Paramount 2023-2024 ESG Report and California climate statement dated 31 Dec 2025. Secondary sources used for market-price, ratings and litigation-schedule data are identified inline.

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Executive Leadership

Executive Leadership Team

NameAgeTitleTenurePrior roles

David Ellison

43

Chairman and Chief Executive Officer

Since Aug 2025

Founder and CEO of Skydance Media from 2010; board of advisors, Ellison Institute; director, Harbor Lights Entertainment

Dennis Cinelli

42

Chief Financial Officer

Since Jan 2026 (board member Sep 2025 – Jan 2026)

CFO of Scale AI (Jun 2022–2026); Uber Technologies 2016–2022 (VP Global Strategic Finance; VP & Head of Mobility, US & Canada); CFO of GE Ventures; various GE finance leadership roles

Andrew Brandon-Gordon

61

Chief Strategy Officer, Chief Operating Officer and Director

Since Aug 2025

Partner, RedBird Capital Partners from 2020, leading its TMT vertical and capital markets; Goldman Sachs 1986–2020, Partner from 1998, Global Chairman of Investment Banking Services and Global Head of Media and Telecommunications

Makan Delrahim

56

Chief Legal Officer

Since Oct 2025

Partner, Latham & Watkins from Apr 2022; Assistant Attorney General, Antitrust Division, US DOJ, 2017–2021; prior roles at the White House, Senate Judiciary Committee and USTR

David Ellison

432,025—

Executive Chairman and CEO; Ellison Family

Andrew Brandon-Gordon

612,025—

Executive; former RedBird Partner

Barbara M. Byrne

712,025

Audit (Chair), Nominating & Governance

Former Vice Chairman of Investment Banking, Barclays; former Vice Chairman, Lehman Brothers; CBS Corporation / Paramount Global director since 2018; director of LanzaTech and Carta

Andrew Campion

542,026

Audit

Chairman of Unrivaled Sports; former COO, CFO and head of global strategy at Nike; 11-plus years at Walt Disney Company; director of Starbucks, Williams-Sonoma, Vuori, LA28

Gerald Cardinale

582,025

Compensation (Chair)

Founder, Managing Partner and CIO of RedBird Capital Partners since 2014; Goldman Sachs Partner 2004–2012

Safra A. Catz

642,025

Compensation

Executive Vice Chair of Oracle since Sep 2025; Oracle director since 2001; former Oracle CEO, President and CFO; Walt Disney Company director 2018–2024

Justin G. Hamill

482,025

Audit, Compensation

Managing Director and Chief Legal Officer, Silver Lake; former Global Chair of M&A, Latham & Watkins

Sherry Lansing

812,025

Nominating & Governance (Chair)

Chairman of the board of Universal Music Group; first woman to head a major film studio (President, 20th Century Fox, 1980); Chairman and CEO of Paramount Pictures 1992–2005

Paul Marinelli

592,025

Nominating & Governance

President of Lawrence Investments, LLC — the investment firm owned by Lawrence J. Ellison — since 2015; director of Harbor Lights Entertainment

John L. Thornton

722,025

Nominating & Governance

Chairman of RedBird Capital Partners since Aug 2023; Chairman of Barrick Mining; lead independent director of Ford and Lenovo; former President and director of Goldman Sachs

Directors' Remuneration

Named executive officer (USD)SalaryBonusStock awardsNon-equity incentiveAll otherTotal

David Ellison, Chairman & CEO

1,408,046058,700,0001,410,0001,693,52363,211,569

Makan Delrahim, Chief Legal Officer

844,8285,000,00057,390,000336,1449,57063,580,542

Jeffrey Shell, former President

1,408,046058,700,000567,8079,13560,684,988

Andrew Brandon-Gordon, CSO & COO

1,126,437046,960,000454,2461,74248,542,425

Andrew Warren, former interim CFO

482,759001,692,0001,7422,176,501

Directors' Remuneration by Executive

ExecutiveBase salary (USD)Target bonus (USD)Sign-on RSUs (units)

David Ellison

3,500,0001,500,0005,000,000

Jeffrey Shell

3,500,0001,500,0005,000,000

Makan Delrahim

3,500,0001,500,0003,000,000

Andrew Brandon-Gordon

2,800,0001,200,0004,000,000

Andrew Warren

1,200,0001,800,000—

Governance Detail

STIP metric (USD Mn)TargetUnadjusted resultAdjustmentsAdjusted result

Adjusted OIBDA

3,0873,027-4292,598

Free cash flow

55134990439

DTC OIBDA

-95222-2157

DTC revenue

8,7328,584-148,570

Executive Leadership Team (Annual)

Executive (USD)Cash award2026 RSU value

David Ellison

50,000,000100,000,000

Andrew Brandon-Gordon

15,000,00023,000,000

Makan Delrahim

12,500,00012,500,000

Competitive Landscape

Key Competitors

CompetitorPrimary overlapPositioning versus Paramount Skydance

Netflix

DTC, Studios

The scale benchmark and the direct rival for WBD; vastly larger subscriber base and market capitalization; simultaneously a major licensing customer of Paramount's studios (Emily in Paris, XO Kitty, Little House on the Prairie, Swapped, RAFA)

The Walt Disney Company

All three

Disney+/Hulu/ESPN, ABC network and stations, Marvel/Pixar/Lucasfilm franchises, parks; the only US peer with comparable franchise depth plus a superior consumer-products and experiences flywheel

Comcast / NBCUniversal (and Versant spin)

All three

Peacock, NBC network and stations, Universal Pictures, Sky; direct competitor in the NFL Sunday reach dynamic and in European streaming via the SkyShowtime JV in which Paramount participates

Warner Bros. Discovery

All three

Acquisition target; HBO Max, Warner Bros. Pictures, CNN, TNT Sports, DC, Discovery networks

Amazon (Prime Video / MGM)

DTC, Studios, sports

Technology-funded competitor with unlimited capital and adjacent commerce monetization; also a licensing customer (Reacher, Cross, Ride or Die, Odd Jobs)

Apple (Apple TV+)

DTC, Studios

Technology-funded, prestige-focused, subscale in volume; also a licensing customer (Murderbot)

Fox Corporation

TV Media, FAST

The closest structural analogue: broadcast network plus stations plus sports plus Tubi; the other half of the NFL Sunday regionalization architecture

Sony Pictures Entertainment

Studios

Arms-dealer studio with no owned US streaming service; a direct rival for talent and third-party licensing mandates

Lionsgate / Starz

Studios, premium

Subscale but a direct rival for mid-budget film and premium series

Roku

FAST

The Roku Channel competes directly with Pluto TV for FAST advertising and shelf placement

AMC Networks

Cable, premium streaming

Subscale cable and niche SVOD; a leading indicator for the cable-network endgame

TelevisaUnivision

US Hispanic, LATAM

Direct competitor in the Latin American markets Paramount is prioritizing for Paramount+ growth

Peer Comparison FY2025

Benchmark metricParamount SkydanceComparator context

FY2025 revenue (USD Bn)

28.9—

FY2026E revenue (USD Bn)

30.0—

FY2026E adjusted EBITDA margin (%)

12.8—

Paramount+ paid subscribers (millions, Q2 FY2026)

81.6—

FY2025 free cash flow conversion (%)

1.2

Management targets "industry norms" by 2027

Market capitalization (USD Bn, Aug 2026)

9.8—

Combined PSKY+WBD share of US TV and streaming viewing time (%)

13

Company-stated

Combined PSKY+WBD share of domestic box office, LTM (%)

18

Company-stated

Combined PSKY+WBD share of domestic box office, 2-year average (%)

22

Company-stated

Recent Developments

--

Company Snapshot

$28,891M

Revenue

17,600

Employees

2024

Founded

US

Headquarters

SWOT Analysis

Strengths

  • Demonstrated cost execution. TV Media adjusted EBITDA margin expanded from 26.4% to 34.0% year-on-year in Q2 FY2026 on a 9% revenue decline (Q2 FY2026 shareholder letter).
  • Sports rights portfolio with proven conversion. UFC drove 20 million subscriber households to watch 200 million-plus hours since January 2026 — over 23 times the average pay-per-view of the prior two years (Q2 FY2026 letter).
  • Streaming retention inflection. Q2 FY2026 was the lowest-churn quarter in Paramount+ history, with 81.6 million paid subscribers and 16% revenue growth (Q2 FY2026 letter).
  • Guidance credibility, established over four quarters. FY2026 adjusted EBITDA guidance was raised from $3.8 billion to $3.8–3.9 billion and FCF conversion from approximately 5% to at least 10% within one quarter (Q4 FY2025 vs Q2 FY2026 letters).
  • Financial backing without peer. $46.7 billion of committed equity plus $54 billion of debt commitments, with Larry Ellison's personal guarantee covering equity financing and damages (Form 10-K FY2025, Item 1; Form 10-Q Q2 FY2026, Note 1).
  • Scarce regulated assets. 29 FCC-licensed stations in the five largest and 15 of the top 20 US markets, valued at $2.558 billion in the pushdown, with the dual network rule structurally protecting the CBS franchise (Form 10-K FY2025, Items 1 and 2; Form 10-Q Q2 FY2026, Note 2).
  • Advertising momentum against the secular trend. The 2026 Upfront delivered double-digit growth in commitments and was the strongest since the CBS-Viacom merger (Q2 FY2026 letter).

Weaknesses

  • Free cash flow generation is minimal. FY2025 FCF of $353 million on $28.9 billion of revenue — 1.2% conversion (derived from disclosed period figures).
  • Working capital collapse. Working capital fell from $2.721 billion to $420 million in six months, driven by the $2.8 billion Netflix fee payment (Form 10-Q Q2 FY2026 balance sheet).
  • Pluto TV monetization failure. Non-Paramount+ DTC revenue declined 16% year-on-year in Q4 FY2025 while engagement rose (Q4 FY2025 letter).
  • Reported earnings are thin and amortization-suppressed. Q2 FY2026 net earnings of $41 million ($0.04 diluted) against $1.099 billion of adjusted EBITDA, with D&A of $364 million in the quarter versus $87 million a year earlier (Form 10-Q Q2 FY2026).
  • Senior leadership instability. President Jeff Shell departed after eight months (8 April 2026); the CFO role turned over in January 2026; $35 million of Q2 FY2026 severance related to management changes (Form 10-K/A; Form 10-Q Q2 FY2026, Note 4).
  • Studios remains barely profitable. Q2 FY2026 Studios adjusted EBITDA of $36 million on $1.314 billion of revenue — a 2.7% margin — with management conceding an inherited underperforming slate (Q2 FY2026 letter; Q4 FY2025 earnings call).
  • Effective tax rate distortion. 45.3% in 1H FY2026 versus 29.3% in 1H FY2025, partly reflecting non-deductible goodwill (derived from Form 10-Q Q2 FY2026).

Opportunities

  • The $3 billion-plus efficiency programme is not yet complete. More than $2.7 billion of run-rate expected by end-2026, with the balance in 2027 (Q2 FY2026 letter).
  • $6 billion-plus of incremental WBD synergies, explicitly stated as additive to existing transformation plans (Paramount tender offer release, 8 Dec 2025).
  • Theatrical slate scaling into franchise years. From 8 releases in 2025 to 15 in 2026 to 15-plus in 2027, with Sonic 4, A Quiet Place 3, Call of Duty and two Turtles films queued for 2027-28 (Q4 FY2025 and Q2 FY2026 letters).
  • International streaming whitespace. LATAM engagement hit a record on FIFA World Cup carriage across six countries; UFC is exclusive across the region (Q2 FY2026 letter).
  • Third-party licensing as a growth engine. Studios revenue +16% with named deals across Amazon, Netflix, Tubi and Tencent, and double-digit library revenue growth (Q2 FY2026 letter).
  • Games and consumer products. Paramount Games launched June 2026; the Mattel TMNT partnership is described as over five times the scale of any prior company deal (Q2 FY2026 and Q4 FY2025 letters).
  • Deleveraging optionality. Management targets investment-grade metrics by end-2027 on a standalone basis, which would restore buyback capacity (Q4 FY2025 earnings call, Andrew Gordon).

Threats

  • The antitrust trial. Twelve state attorneys general; trial 2 March 2027; the judge found the states raised serious questions about substantial lessening of competition when granting the TRO (court reporting, Jul–Aug 2026).
  • Ticking fee burn. Approximately $7 million per day from 1 October 2026, roughly $650 million per quarter, with press estimates of approximately $1.2 billion accrued by trial conclusion — against 1H FY2026 free cash flow of $354 million.
  • Credit deterioration. Fitch cut to BB+ on Rating Watch Negative; S&P has BB+ with a negative outlook and has pre-announced a further cut to BB on closing, projecting 7.6x leverage in 2026 not falling below 5x until 2029.
  • NFL renewal. Management acknowledges a renewal discussion is coming and states it has provisioned for the expected impact — an admission that terms are expected to worsen (Q4 FY2025 earnings call, Jeff Shell).
  • Guild negotiations in 2026. AMPTP agreements with the WGA expire May 2026 and with the DGA and SAG-AFTRA in June 2026, against a 2023 precedent of months-long production shutdowns (Form 10-K FY2025, Item 1A).
  • Programming asset impairment. $17.3 billion of programming inventory exceeds $12.8 billion of total equity; the FY2024 precedent of $1.12 billion of programming charges from a strategy shift is a live template (Form 10-K FY2025, Item 1A; Form 10-Q Q2 FY2026, Note 3).
  • Concentrated control with contingent executive incentives. A $213 million cash-and-equity package payable to three executives only if the WBD deal closes creates a structural incentive to close on adverse terms rather than walk (Form 10-K/A, Item 11).
  • Reputational and political exposure. Post-FCC-approval DEI elimination, the CBS News editorial repositioning and public union opposition create sustained scrutiny; press reports note a Paramount departure could cost California approximately $500 million annually.

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Key Developments

DateEventSignificance
Q1–Q2 2025Paramount Global records $177 million of severance and $65 million of lease-impairment exit costsPre-merger cost reduction; global workforce restructuring
Q2 2025$157 million impairment to reduce FCC license carrying values in certain marketsEarly signal of station-market value deterioration
Jul 2025Reported $16 million settlement with President Trump over a *60 Minutes* interviewRegulatory de-risking ahead of FCC review
24 Jul 2025FCC approves the Skydance transaction; Skydance's general counsel confirms elimination of Paramount's DEI initiatives and commits to a CBS News ombudsmanPolitical and regulatory conditions attached to approval
7 Aug 2025Transactions close; PSKY begins trading; pushdown accounting establishes an $11.695 billion new basisThe defining structural event
Aug 2025Employment agreements executed; sign-on RSUs granted (Ellison and Shell 5,000,000 each; Brandon-Gordon 4,000,000)$164 million of grant-date equity to four executives
Aug 2025$7.7 billion, seven-year UFC rights deal with TKOThe single largest content commitment of the new era
Aug 2025*Call of Duty* film rights from Activision; three-year Legendary distribution dealFranchise pipeline construction
Sep 2025Dennis Cinelli appointed to the board and Audit CommitteePrecursor to his CFO appointment
25 Sep / 6 Oct 2025Makan Delrahim — former DOJ Antitrust chief — hired as Chief Legal Officer with a $5 million sign-on bonus and 3,000,000 RSUsPositioning for the antitrust fight to come
6 Oct 2025The Free Press acquired for approximately $150 million; Bari Weiss named CBS News Editor-in-Chief reporting directly to EllisonEditorial repositioning of a 100-year-old news division
23 Oct 2025Telefe (Argentina) sale completedPortfolio focus
w/c 27 Oct 2025Mass layoffs commence, including at CBS News; WGA East and West issue a public statement on consolidation-driven job lossesExecution of the workforce workstream
Oct–Nov 2025CBS News departures including *Evening News* co-anchor John DickersonTalent attrition under new editorial direction
10 Nov 2025Q3 FY2025 results: revenue $4.1 billion (Successor stub), net loss $(0.01) per share, non-GAAP OIBDA $655 million; efficiency target raised to $3 billion; $1.5 billion-plus 2026 content investment outlined; shares rise 9.8%First results under new ownership beat expectations
Nov 2025*Landman* season two launches, reaching over 25 million subscriber households and becoming a top-viewed streaming seriesContent momentum evidence
Nov 2025Chiefs–Cowboys Thanksgiving game becomes the most-watched NFL regular-season game ever at 57 million-plus average viewersUnderpins CBS's record NFL season
8 Dec 2025Hostile all-cash tender offer for WBD at $30.00 per share, days after WBD agreed to sell studios and streaming to Netflix for approximately $72 billionOpening move of the takeover battle
19 Dec 2025Only 397,252 WBD shares validly tendered as of the depositary countInitial tender offer effectively failed on its own terms
22 Dec 2025Offer amended to add Lawrence Ellison's irrevocable personal guarantee; WBD board had unanimously rejected the 8 December offer as inadequate and not a "Superior Proposal"Financing credibility addressed
Dec 2025Paramount files in Delaware Chancery Court against WBD and CEO David Zaslav seeking disclosure of Netflix-deal valuation materials; Vice Chancellor Morgan T. Zurn denies expedition, finding no cognizable irreparable harmTactical litigation setback
31 Dec 2025Class B closes the year at $13.40Reference price for equity-award valuation
Jan 2026UFC launches on Paramount+; UFC 324 reaches approximately 7 million households and drives record global view hoursValidates the $7.7 billion bet
12 Jan 2026Chilevisión sale completedPortfolio focus
15 Jan 2026Dennis Cinelli becomes CFO; Andrew Warren moves to Strategic AdvisorPermanent CFO installed
Jan 2026Netflix converts its WBD offer to all-cash at the same per-share price; Paramount files preliminary then definitive proxy materials urging WBD holders to vote againstProxy fight opened
Feb 2026Q4 2025 debt repayment of $347 million; $3.5 billion revolver extended in late Q4 2025Liquidity management
10 Feb 2026Offer amended: ticking fee added, plus prepayment of the $2.8 billion Netflix termination feeEconomic sweetener
17–23 Feb 2026WBD sets a 20 March special meeting recommending the Netflix merger, while Netflix grants a limited waiver permitting seven days of Paramount discussionsEndgame negotiation window
24 Feb 2026Revised offer at $31.00 per share, ticking fee accelerated to after 30 Sep 2026, regulatory termination fee raised to $7.0 billion; HSR waiting period had expired 19 FebWinning bid
25 Feb 2026Q4 and FY2025 results: Q4 revenue $8.1 billion (+2%), operating loss $(339) million including $546 million of restructuring and transaction costs, adjusted OIBDA $612 million (+51%); FY2025 net loss $(621) million; Paramount+ ends the year at 78.9 million paid subscribersLast results before the deal signed
26 Feb 2026WBD board declares the Paramount proposal a "Company Superior Proposal"; Netflix declines to matchNetflix exits
27 Feb 2026Definitive merger agreement signed with WBDThe deal is done — subject to regulators
27 Feb 2026Moody's and S&P place Paramount on review for downgradeCredit reaction
Early Mar 2026Fitch downgrades to BB+ from BBB-, Rating Watch Negative; shares fall more than 8% to as low as $12.25Loss of investment grade
Q1 2026$2.8 billion Netflix termination fee paid, funded with cash and a $2.15 billion revolver drawWorking capital drained
Apr 2026WBD shareholders approve the mergerShareholder condition satisfied
Apr 2026Equity Syndication announced: PIF, L'Imad (Abu Dhabi), QIA and LionTree join Ellison and RedBird affiliates for the full $46.7 billionSovereign wealth enters the US media capital structure
8 Apr 2026President Jeffrey Shell departs and leaves the boardSenior leadership churn nine months post-close
24 Apr 2026Board approves $213 million of WBD-contingent cash and RSU awards to Ellison, Brandon-Gordon and DelrahimDeal-completion incentives
Apr 2026Q1 FY2026: revenue $7.35 billion (+2%), operating income $616 million, adjusted EBITDA $1.161 billion (+59%), Paramount+ 79.6 million subscribers; new three-segment reporting debutsFirst quarter of new-segment reporting
13 May 20268-K furnishing recast FY2025 segment financials under the new structureComparability restored for analysts
May 2026Exchange offers for up to $12.7 billion of WBD notes and cash tenders for up to $2.4 billion commence; S&P assigns a preliminary BB rating to proposed second-lien notes and signals a further cut to BB on closing, projecting 7.6x 2026 leverage not falling below 5x until 2029Financing architecture built
15 May 2026Dutton Ranch launches as the biggest original series debut in Paramount+ history — 12.9 million first-week viewers, 13.4 million average views per episodeContent flywheel validation
Jun 2026UFC Freedom 250 streamed live from the White House South Lawn, drawing a record 17 million viewersLargest exclusive live event in platform history
Jun 2026Paramount Games launched; *TMNT: The Last Ronin* and *Star Trek: Shadow Frontier* announcedNew business line
Jun 2026WBD refinances its $15.0 billion bridge with $13.0 billion and €1.7 billion seven-year term loansAcquired-debt management
Q2 2026BET+ fully integrated into Paramount+; over 1,000 hours migratedPlatform consolidation
22 Jul 2026European Commission clears the acquisition; UK regulators also sign off, with antitrust commitments given in the UKMajor regulatory hurdle passed
Jul 2026UFC 329 delivers the highest peak concurrent streams in platform history for an exclusive live event, behind only Super Bowl LVIIISports strategy compounding
Late Jul 2026Twelve state attorneys general led by California's Rob Bonta obtain a temporary restraining order; Judge Araceli Martínez-Olguín finds the states raised serious questions about substantial lessening of competitionThe deal's central obstacle emerges
31 Jul 2026Paramount stipulates it will not close until five days after a trial ruling or 1 June 2027, whichever is earlier; extends note tender and exchange expirations to 14 August 2026Closing formally deferred
4 Aug 2026Q2 FY2026 results: revenue $6.913 billion (+1%), adjusted EBITDA $1.099 billion (+27%), net earnings $41 million ($0.04 diluted, $0.18 adjusted), Paramount+ 81.6 million subscribers, best retention quarter ever; FY2026 adjusted EBITDA guidance raised to $3.8–3.9 billion and FCF conversion to at least 10%; 65 jurisdictions cleared. Bloomberg reports the trial set for March 2027Standalone execution beating expectations; deal timing worsening
4 Aug 2026Judge issues preliminary scheduling order setting trial for 2 March 2027, later than Paramount's proposed November 2026 dateTicking fees accrue from 1 October at approximately $7 million per day
10–13 Aug 2026Ellison publicly commits to contractual guarantees of theatrical film releases; DGA and IATSE join calls for settlement; reports that a Paramount departure could cost California approximately $500 million annuallyPolitical and labour dimension of the antitrust fight
13–17 Aug 2026Paramount states all regulatory clearances are satisfied for the Warner deal; reports that Paramount is considering an editorial board structure for CNN; PSKY announces a $0.05 dividend with a 15 September ex-datePositioning for a settlement or trial win

Financial Performance

Explore key financial metrics, segmented revenue, balance sheet health, and performance trends.

Revenue

3 charts
Income Statement: Revenue & Gross Profit: Revenue rose from USD 28,586 Mn in FY2021 to USD 28,891 Mn in FY2025.
ViacomCBS — Income Statement: Revenue & Gross Profit
Series (USD Mn)FY2021FY2022FY2023FY2024FY2025
Revenue28,58630,15429,65229,21328,891

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