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(Tabular dollars in millions, except per share amounts) Management’s discussion and analysis of the results of operations and financial condition of Paramount Skydance Corporation should be read in conjunction with the more detailed financial statements and notes thereto included in our Form 8-K filed with the Securities and Exchange Commission on May 13, 2026, which was filed in order to recast the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 to reflect our new segment presentation. References to “Paramount,” the “Company,” “we,” “us” and “our” refer to Paramount Skydance Corporation and its consolidated subsidiaries, unless the context otherwise requires. Warner Bros. Discovery Merger—On February 27, 2026, Paramount and Warner Bros. Discovery, Inc. (“WBD”) announced a definitive merger agreement (the “WBD Merger Agreement”) under which Paramount will acquire WBD (the “WBD Merger”). The closing of the WBD Merger is subject to customary closing conditions, including regulatory clearances. The anticipated closing of the WBD Merger has been delayed as a result of a lawsuit, with the parties agreeing to postpone closing until the earlier of five days following the court’s ruling or June 1, 2027. The completion of the WBD Merger remains subject to regulatory clearance in certain jurisdictions. Recent approvals include the European Commission in July 2026 under both the EU Merger Regulation and EU Foreign Subsidies Regulation following a Phase 1 review. Under the terms of the WBD Merger Agreement, Paramount will pay $31.00 per WBD share to acquire all outstanding shares of WBD, which at the time of the WBD Merger Agreement represented an equity value of $80.9 billion, and will assume WBD’s net debt. At March 31, 2026, WBD’s debt (excluding finance leases) was comprised of $17.7 billion of senior notes and $15.0 billion of borrowings from a bridge facility. Furthermore, if the WBD Merger closes, Paramount will pay WBD stockholders a per share “ticking fee” of $0.00277778 for each day after September 30, 2026 that the WBD Merger has not closed, up to a maximum of $0.25 per WBD share per 90 calendar day period (the “Ticking Consideration”). No Ticking Consideration is payable if the WBD Merger Agreement is terminated pursuant to its terms. The WBD Merger Agreement has a termination date of March 4, 2027, subject to one automatic extension to June 4, 2027. Also, under the terms of the WBD Merger Agreement, in the first quarter of 2026, Paramount paid a termination fee of $2.8 billion to Netflix, Inc. (“Netflix”) on behalf of WBD in connection with the termination of a prior merger agreement between Netflix and WBD. This payment was initially funded with cash on hand and a $2.15 billion borrowing from our credit facility (see Capital Structure) and, in accordance with the Subscription Agreements described below, entered into by the Ellison Parties (as defined below), such amount will ultimately be funded by the $46.7 billion to be received from the Ellison Parties. If the WBD Merger Agreement is terminated because the WBD Merger cannot close due to a failure to obtain antitrust or regulatory approval, or because a court order prevents the WBD Merger from closing on antitrust grounds, Paramount will owe WBD a $7.0 billion Regulatory Termination Fee (as defined in the WBD Merger Agreement). In accordance with the Subscription Agreements, this termination fee and the previously paid $2.8 billion Netflix termination fee described above would be funded by the Ellison Parties in exchange for shares of Paramount Skydance Corporation Class B Common Stock (as defined below) at $16.02 per share. WBD will owe Paramount a $3.0 billion termination fee under certain circumstances, including if WBD terminates the WBD Merger Agreement to enter into a definitive agreement for an alternative acquisition proposal. Concurrent with the execution of the WBD Merger Agreement (i) The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended (the “Trust”), and Lawrence J. Ellison (together with the Trust, the “Ellison Parties”) and (ii) RedBird Capital Partners Fund IV (Master), L.P. (“RedBird” and, together with the Trust, the “Equity Investors”) entered into subscription agreements (collectively, the “Subscription Agreements”) providing for a private placement investment in Class B common stock of Paramount Skydance Corporation (“Paramount Skydance Corporation Class B Common Stock”), for an aggregate amount of up to $46.7 billion (subject to increase if the -46- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Ticking Consideration or certain other additional amounts as defined in the WBD Merger Agreement are required) from the Trust and $250 million from RedBird pursuant to the terms of the Subscription Agreements. In April 2026, we announced that the Equity Investors had determined, as permitted under the Subscription Agreements, to assign their subscription rights thereunder (such assignments, the “Equity Syndication” and the assignees, the “Equity Syndication Parties”) to the Equity Syndication Parties. The Equity Syndication Parties are composed of affiliates of the Ellison Parties and RedBird, as well as the following institutional investors: The Public Investment Fund, L’Imad 1st SPV 2 Exempt RSC LTD (an investment vehicle of L’Imad Holding, an Abu Dhabi sovereign wealth fund), QIA TMT Holding LLC (an investment vehicle of the Qatar Investment Authority), and LionTree Investment Fund, L.P. The aggregate allocations under the Equity Syndication total to the full amount of the commitments under the Subscription Agreements. At closing of the WBD Merger, Paramount will issue to each Equity Syndication Party a number of newly issued nonvoting shares of Paramount Skydance Corporation Class B Common Stock (or securities convertible into shares) equal to its allocated amount divided by the Syndication Purchase Price, defined as the 20-trading-day daily volume-weighted average price of Paramount Skydance Corporation Class B Common Stock determined as of the third business day prior to the closing of the WBD Merger, subject to a ceiling of $16.02 per share and a floor of $12.00 per share. The Equity Syndication does not relieve the Equity Investors of their contractual commitments made to the Company. To the extent that any Equity Syndication Party does not perform under its syndication assignment, the obligation of the Equity Investors to fund the related amount of the commitments would continue to be required under the Subscription Agreements. Following the closing, the Ellison Family (as defined below) and RedBird will remain the sole holders of Paramount Class A Common Stock, representing 100% of the voting shares of Paramount. For the purpose of determining the controlling ownership of Paramount, the Ellison family is comprised of Lawrence J. Ellison and David Ellison (the “Ellison Family”). David Ellison is the son of Lawrence J. Ellison, and Lawrence J. Ellison and David Ellison are accordingly considered immediate family members. We have also secured commitments for debt financing totaling $54 billion, which include a $49 billion 364-day senior secured bridge loan facility, which we plan, subject to market conditions and other timing considerations, to reduce or replace with permanent financing (which may include issuance of debt securities) on or prior to the closing of the WBD Merger and, in connection with a credit agreement entered into in April 2026 (the “Pro Rata Credit Agreement”), $2.50 billion three-year senior secured term A loans and $2.50 billion five-year senior secured term A loans. The term A loans will be made in a single borrowing on the closing date of the WBD Merger. The Pro Rata Credit Agreement also provides for a $5.00 billion five-year senior secured revolving credit facility, which will be used for general corporate purposes, and will replace our existing revolving credit facility (see Capital Structure). The availability and initial funding of the facilities under the Pro Rata Credit Agreement and the bridge loan facility (if not replaced by permanent financing) are subject to the satisfaction or waiver of customary conditions set forth in the Pro Rata Credit Agreement and the bridge commitment papers, including the closing of the WBD Merger. In addition, following the closing of the WBD Merger, each holder of Paramount Skydance Corporation Class B Common Stock (excluding any Equity Investor or affiliate thereof) as of a record date to be determined will receive, without payment of any consideration, one 10-year warrant (each, a “Warrant”) for each share held, exercisable at an initial exercise price per share equal to the Syndication Purchase Price and subject to customary anti-dilution and fundamental change make-whole adjustments. Beginning on the third anniversary of issuance, we may call the Warrants if the closing price of our Class B Common Stock equals or exceeds $30.00 for at least 20 trading days during any 30 consecutive trading day period. We intend to apply to list the Warrants for trading on the Nasdaq Stock Market LLC (“Nasdaq”) separate from our Class B Common Stock, subject to applicable approvals. The planned Warrant issuance is in lieu of a previously planned rights offering at $16.02 per share. In -47- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) connection with the Warrant issuance, existing Paramount restricted stock units are expected to be equitably adjusted pursuant to pre-existing anti-dilution provisions in Paramount equity plans. WBD Debt—In May 2026, we commenced (i) exchange offers, which are expected to result in the exchange of up to $12.7 billion aggregate principal amount of certain of WBD’s senior notes for newly issued Paramount notes, and (ii) tender offers for cash for up to $2.4 billion aggregate principal amount of other WBD senior notes, in each case conditioned on the closing of the WBD Merger. In June 2026, WBD entered into a seven-year $13.0 billion term loan (“First Lien Credit Agreement”), and a seven-year €1.7 billion term loan (the “WBD Term Loans”). The proceeds were used to repay the $15.0 billion bridge facility WBD had outstanding on March 31, 2026. We plan to replace or refinance the WBD Term Loans, if not refinanced by WBD prior to closing of the WBD Merger. The NAI Transaction—On August 7, 2025, pursuant to a purchase and sale agreement dated July 7, 2024, certain affiliates of investors in Skydance Media, LLC (“Skydance”), comprised of entities controlled by the Ellison Family and affiliates of RedBird Capital Partners (collectively the “NAI Equity Investors”), purchased all of the outstanding equity interests of Paramount Global’s controlling stockholder, National Amusements, Inc. (“NAI”) from the shareholders of NAI (the “NAI Transaction”). The Skydance Transactions—Also on August 7, 2025, following the completion of the NAI Transaction and pursuant to the Transaction Agreement dated as of July 7, 2024, Paramount Global and Skydance became wholly- owned subsidiaries of Paramount Skydance Corporation (the transactions contemplated by the Transaction Agreement, the “Skydance Transactions”). Paramount Skydance Corporation, formerly known as New Pluto Global, Inc., was formed on June 3, 2024 to consummate the Transactions and was a wholly-owned direct subsidiary of Paramount Global until, through a series of mergers, it became the holding company of Paramount Global and Skydance as part of the Skydance Transactions. Concurrent with the NAI Transaction, the NAI Equity Investors and certain other affiliates of investors in Skydance made an investment of $6.0 billion into Paramount Skydance Corporation (the “PIPE Transaction”) in exchange for 400 million newly issued shares of Paramount Skydance Corporation Class B Common Stock for a purchase price of $15.00 per share, and the NAI Equity Investors also received warrants to purchase 200 million shares of Paramount Skydance Corporation Class B Common Stock at an initial exercise price of $30.50 per share (subject to customary anti-dilution adjustments), which expire five years after issuance. $4.45 billion of the PIPE Transaction investment was used to fund the cash-stock election discussed below and $1.52 billion of cash was provided to the Company. The Skydance Transactions also included: (1) a transaction pursuant to which each outstanding Skydance membership unit held by Skydance investors and each Skydance Phantom Unit was converted into the right to receive the applicable portion of 316.7 million shares of Paramount Skydance Corporation Class B Common Stock (313.8 million shares after reduction in connection with certain tax withholding requirements), and (2) a cash-stock election offered to holders of Paramount Global common stock pursuant to which (a) shares of Paramount Global Class A Common Stock held by stockholders other than NAI or its subsidiaries were converted, at the stockholders’ election, into the right to receive either $23.00 in cash (“Class A Cash Consideration”) or 1.5333 shares of Paramount Skydance Corporation Class B Common Stock (“Class A Stock Consideration”), and (b) shares of Paramount Global Class B Common Stock held by stockholders other than NAI or its subsidiaries, the NAI Equity Investors and certain other affiliates of investors in Skydance referred to above were converted, at the stockholders’ election, into the right to receive either $15.00 in cash (“Class B Cash Consideration”), subject to proration, or one share of Paramount Skydance Corporation Class B Common Stock (“Class B Stock Consideration”). The shares of Paramount Class A Common Stock held by NAI and its subsidiaries converted into shares of Class A common stock, par value $0.001 per share. Shares of Paramount Global Class A Common Stock -48- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) for which elections to receive Class A Cash Consideration or Class A Stock Consideration were not made or were validly revoked were automatically converted into Class A Stock Consideration. Shares of Paramount Global Class B Common Stock for which elections to receive Class B Cash Consideration were not made or were validly revoked were converted automatically into one share of Paramount Skydance Corporation Class B Common Stock. Holders of shares of Class A common stock of Paramount Skydance Corporation (“Paramount Skydance Corporation Class A Common Stock”) are entitled to one vote per share with respect to all matters on which the holders of Paramount Skydance Corporation common stock are entitled to vote. Holders of Paramount Skydance Corporation Class B Common Stock do not have voting rights. Following the closing of the Skydance Transactions and the NAI Transaction, NAI, which was renamed Harbor Lights Entertainment, Inc., and its subsidiaries held 100.0% of the Paramount Skydance Corporation Class A Common Stock. Accordingly, entities controlled by the Ellison Family indirectly hold approximately 77.5% of the Paramount Skydance Corporation Class A Common Stock through their collective approximate 77.5% ownership interest in Harbor Lights Entertainment, Inc., and as a result the Ellison Family is the controlling stockholder and the ultimate parent of Paramount (“Ultimate Parent”). Pushdown of Ultimate Parent’s Basis—At the time Paramount Global and Skydance became subsidiaries of Paramount Skydance Corporation, the Ellison Family controlled both Paramount Global and Skydance, and as a result, this transaction has been accounted for as a transaction between entities under common control. As a transaction between entities under common control, the net assets were combined at the Ultimate Parent’s basis, which for Paramount Global was deemed to be the estimated fair value as of August 7, 2025, the date of the closing of the NAI Transaction, which was the point at which the Ellison Family obtained control of Paramount Global. As a result, the net assets of Paramount Global were recorded at their fair values as of this date. Since the net assets of Skydance were already at the Ultimate Parent’s basis, no adjustment to the fair value of net assets was necessary, and Skydance was combined with Paramount Global’s net assets at the Ultimate Parent’s basis as of this date. Due to the pushdown of the Ultimate Parent’s basis, which resulted in a new basis of accounting, the results of operations, financial position and cash flows are not comparable between the Successor and Predecessor periods. Accordingly, our consolidated financial statements and footnote disclosures are presented in distinct periods. The periods prior to the closing of the Skydance Transactions and the NAI Transaction include only Paramount Global and are identified as “Predecessor,” and the periods beginning on August 7, 2025 reflect Paramount Skydance Corporation and are identified as “Successor.” In addition, we are required to present segment information for the Predecessor period based on our previous segments, Filmed Entertainment, Direct-to-Consumer, and TV Media. We have certain contracts that require us to obtain consents from other parties in connection with the NAI Transaction and the Skydance Transactions. If these consents cannot be obtained, the counterparties to these contracts (and, as a result, other third parties with which we have contractual agreements) may have the right to terminate, reduce the scope of or otherwise alter their relationships with us. Accordingly, the failure to obtain such consents could have a material adverse effect on our business, financial condition and results of operations. -49- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Significant components of management’s discussion and analysis of results of operations and financial condition include: •Overview—Summary of our business and operational highlights. •Consolidated Results of Operations—Analysis of our results on a consolidated basis for the three and six months ended June 30, 2026 (Successor), including a comparison to the three and six months ended June 30, 2025 (Predecessor). •Segment Results of Operations—Analysis of our results on a reportable segment basis for the three and six months ended June 30, 2026 (Successor). •Liquidity and Capital Resources—Discussion of our cash flows, including sources and uses of cash, for the six months ended June 30, 2026 (Successor), including a comparison to the six months ended June 30, 2025 (Predecessor), and of our outstanding debt as of June 30, 2026 (Successor), including Supplemental Guarantor Financial Information. •Legal Matters—Discussion of legal matters to which we are involved. Overview Operational Highlights - Three Months Ended June 30, 2026 and 2025 Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Increase/(Decrease) Consolidated Results of Operations 2026 2025 $ % GAAP: Revenues $6,913 $6,849 $64 1% Operating income $475 $399 $76 19% Net earnings attributable to Parent $41 $57 $(16) (28)% Diluted EPS $.04 $.08 $(.04) (50)% Non-GAAP: (a) Adjusted EBITDA $1,099 $863 $236 27% Adjusted net earnings attributable to Parent $205 $315 $(110) (35)% Adjusted diluted EPS $.18 $.46 $(.28) (61)% (a) See “Reconciliation of Non-GAAP Measures” for reconciliations of these non-GAAP measures to the most directly comparable financial measures in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”). Revenues increased 1% to $6.91 billion, reflecting growth at Paramount+ and higher licensing revenues, driven by the inclusion of Skydance and increases in revenues from secondary market licensing and content produced for third parties. These increases were partially offset by lower revenues from our linear networks and from theatrical releases, reflecting the comparison to the second quarter 2025 release of Mission: Impossible - The Final Reckoning. Skydance is included in our results in periods following the close of the Skydance Transactions. In addition, as a result of the pushdown of the Ultimate Parent’s basis, operating income, net earnings attributable to Parent, and diluted EPS in 2026 include amortization associated with the establishment of intangible assets and also reflect the net decrease in programming assets. Net earnings and diluted EPS also include interest expense associated with the -50- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) adjustment of our debt to its fair value. See Note 2 to the consolidated financial statements for details relating to the pushdown of the Ultimate Parent’s basis. Operating income of $475 million for the three months ended June 30, 2026 increased 19%. Operating income in 2026 includes transaction-related items of $153 million and restructuring charges of $35 million while 2025 includes restructuring charges and transaction-related items totaling $181 million and an impairment charge of $157 million. The comparison also reflects higher revenue and lower content costs, including from reductions in programming assets resulting from the pushdown of the Ultimate Parent’s basis, partially offset by amortization of intangible assets. Net earnings attributable to Parent of $41 million, or $.04 per diluted share decreased 28% compared with net earnings attributable to Parent of $57 million, or $.08 per diluted share, for the same prior-year period as the increase in operating income was more than offset by a higher tax provision and higher interest expense. Adjusted net earnings attributable to Parent, which excludes the restructuring charges, transaction-related items, and impairment charges noted above, decreased 35% to $205 million, or $.18 per diluted share from $315 million, or $.46 per diluted share. The decreases in diluted EPS and adjusted diluted EPS also reflect shares issued in connection with the Skydance Transactions and the NAI Transaction. See Reconciliation of Non-GAAP Measures for the definition of adjusted net earnings attributable to Parent and a reconciliation to net earnings attributable to Parent. Adjusted EBITDA grew 27% primarily reflecting the lower content costs from reductions in programming assets resulting from the pushdown of the Ultimate Parent’s basis and cost savings for our linear programming, partially offset by lower revenues from our linear networks. See Reconciliation of Non-GAAP Measures for the definition of Adjusted EBITDA and a reconciliation to net earnings attributable to Parent, the most directly comparable financial measure in accordance with U.S. GAAP. Operational Highlights - Six Months Ended June 30, 2026 and 2025 Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, Increase/(Decrease) Consolidated Results of Operations 2026 2025 $ % GAAP: Revenues $14,260 $14,041 $219 2% Operating income $1,091 $949 $142 15% Net earnings attributable to Parent $209 $209 $— —% Diluted EPS $.19 $.31 $(.12) (39)% Non-GAAP: (a) Adjusted EBITDA $2,260 $1,595 $665 42% Adjusted net earnings attributable to Parent $466 $510 $(44) (9)% Adjusted diluted EPS $.42 $.75 $(.33) (44)% (a) See “Reconciliation of Non-GAAP Measures” for reconciliations of these non-GAAP measures to the most directly comparable financial measures in accordance with U.S. GAAP. Revenues increased 2% to $14.26 billion, driven by growth at Paramount+ and higher licensing revenues, principally from the inclusion of Skydance in the current year, partially offset by lower revenues from our linear networks and theatrical releases. -51- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) As discussed above, periods following the closing of the Skydance Transactions on August 7, 2025 reflect the inclusion of Skydance and the effects of the pushdown of the Ultimate Parent’s basis. Operating income of $1.09 billion for the six months ended June 30, 2026 increased 15%, driven by lower content costs from reductions in programming assets resulting from the pushdown of the Ultimate Parent’s basis and lower compensation and marketing costs from the impact from cost savings initiatives, partially offset by amortization of intangible assets. Operating income in 2026 also includes transaction-related items of $256 million and restructuring costs of $35 million while 2025 includes restructuring charges and transaction-related items totaling $266 million, an impairment charge of $157 million and gain on dispositions totaling $35 million. Net earnings attributable to Parent was $209 million, or $.19 per diluted share for the six months ended June 30, 2026 compared with net earnings attributable to Parent of $209 million, or $.31 per diluted share, for the same prior-year period. Adjusted net earnings attributable to Parent, which excludes certain items identified as affecting comparability that are not part of our normal operations including the restructuring and transaction-related items and impairment charges noted above decreased 9% to $466 million, or $.42 per diluted share from $510 million, or $.75 per diluted share. The decrease in diluted EPS and adjusted diluted EPS reflects shares issued in connection with the Skydance Transactions and the NAI Transaction. See Reconciliation of Non-GAAP Measures for the definition of adjusted net earnings attributable to Parent and a reconciliation to net earnings attributable to Parent. Adjusted EBITDA grew 42% primarily reflecting lower content costs from cost savings for our linear programming and reductions in programming assets resulting from the pushdown of the Ultimate Parent’s basis, as well as lower compensation and marketing costs, partially offset by lower revenues from our linear networks. See Reconciliation of Non-GAAP Measures for the definition of Adjusted EBITDA and a reconciliation to net earnings attributable to Parent, the most directly comparable financial measure in accordance with U.S. GAAP. We are exposed to political risks inherent in conducting a global business such as retaliatory actions by governments reacting to changes in the U.S. and other countries, including in connection with the imposition of tariffs and other changes in trade policies, as well as from the conflict involving the U.S., Israel and Iran. Growing macroeconomic uncertainty may negatively affect our results, in particular from potential impacts on the advertising market. -52- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Reconciliation of Non-GAAP Measures In the first quarter of 2026 we transitioned our non-GAAP profitability measure from Adjusted operating income before depreciation and amortization (Adjusted OIBDA) to Adjusted EBITDA, which we define as net earnings (loss) attributable to Parent before interest expense and income; (provision for) benefit from income taxes; other items; equity in earnings (loss) of investee companies, net of tax; and depreciation and amortization, adjusted to exclude stock-based compensation expense and certain items identified as affecting comparability that are not part of our normal operations. This change was made to align with how management began measuring the Company’s ongoing operating performance in 2026. While both adjusted measures exclude items identified as affecting comparability that are not part of our normal operations, including programming charges, impairment charges, restructuring charges, transaction-related items, other corporate matters, and gain (loss) on dispositions, each where applicable, Adjusted EBITDA, as we define it, also excludes stock-based compensation, which is a noncash expense that management does not consider to be part of our underlying operating performance. Net earnings (loss) attributable to Parent is the most directly comparable financial measure in accordance with U.S. GAAP. Adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to Parent, adjusted diluted EPS, and adjusted effective income tax rate are also measures of performance not calculated in accordance with U.S. GAAP (together with Adjusted EBITDA, the “adjusted measures”), and exclude certain items identified as affecting comparability that are not part of our normal operations, including the items described above, as well as gain (loss) from investments and discrete tax items, each where applicable. We use these adjusted measures to, among other things, evaluate our operating performance. These measures are among the primary measures used by management for planning and forecasting of future periods, and they are important indicators of our operational strength and business performance. In addition, we use Adjusted EBITDA to, among other things, value prospective acquisitions. We believe these measures are relevant and useful for investors because they allow investors to view our performance in a manner consistent with the method used by our management; and because they exclude items that are not representative of our normal operations, they provide a clearer perspective on underlying performance, and make it easier for investors, analysts and peers to compare our operating performance to other companies in the industry and to compare our results across reporting periods. Because the adjusted measures are measures of performance not calculated in accordance with U.S. GAAP, they should not be considered in isolation of, or as a substitute for, our results as reported under U.S. GAAP, including net earnings (loss), (provision for) benefit from income taxes, net earnings (loss) attributable to Parent, diluted EPS, and effective income tax rate, as applicable, as indicators of operating performance and undue reliance should not be placed on these adjusted measures. Other companies may define these measures, including Adjusted EBITDA, differently and, as a result, our adjusted measures may not be directly comparable to similarly titled measures of other companies. -53- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) The following tables reconcile the adjusted measures to their most directly comparable financial measures in accordance with U.S. GAAP. The tax impacts on the items identified as affecting comparability in the tables below have been calculated using the tax rate applicable to each item. Successor Predecessor Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Net earnings attributable to Parent (GAAP) $41 $57 $209 $209 Net earnings attributable to noncontrolling interests — 4 7 13 Equity in loss of investee companies, net of tax 54 67 116 140 Provision for income taxes 120 50 275 150 Other items, net 34 39 58 76 Interest expense, net 226 182 426 361 Gain on dispositions (a) — — — (35) Transaction-related items (a) 153 4 256 24 Restructuring charges (a) 35 177 35 242 Impairment charges (a) — 157 — 157 Stock-based compensation 72 39 152 83 Depreciation and amortization 364 87 726 175 Adjusted EBITDA (Non-GAAP) $1,099 $863 $2,260 $1,595 (a) See notes on the following tables for additional information on items affecting comparability. -54- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Successor Three Months Ended June 30, 2026 Earnings Before Income Taxes Provision for Income Taxes Net Earnings Attributable to Parent Diluted EPS Reported (GAAP) $215 $(120) (c) $41 $.04 Items affecting comparability: Restructuring charges (a) 35 (5) 30 .02 Transaction-related items (b) 153 (15) 138 .12 Discrete tax items — (4) (4) — Adjusted (Non-GAAP) $403 $(144) (c) $205 $.18 (a) Reflects severance costs, as further described under Restructuring and Transaction-Related Items. (b) Principally reflects legal, advisory, and other professional fees associated with the planned WBD Merger and related integration. (c) The reported effective income tax rate for the three months ended June 30, 2026 was 55.8% and the adjusted effective income tax rate, which is calculated as the adjusted provision for income taxes of $144 million divided by adjusted earnings before income taxes of $403 million, was 35.7%. These adjusted measures exclude the items affecting comparability detailed above. Predecessor Three Months Ended June 30, 2025 Earnings Before Income Taxes Provision for Income Taxes Net Earnings Attributable to Parent Diluted EPS Reported (GAAP) $178 $(50) (d) $57 $.08 Items affecting comparability: Impairment charges (a) 157 (39) 118 .17 Restructuring charges (b) 177 (42) 135 .20 Transaction-related items (c) 4 (1) 3 .01 Discrete tax items — 2 2 — Adjusted (Non-GAAP) $516 $(130) (d) $315 $.46 (a) Reflects a charge to reduce the carrying values of FCC licenses in certain markets to their estimated fair values. (b) Reflects severance costs, as further described under Restructuring and Transaction-Related Items. (c) Reflects legal, advisory, and other professional fees relating to the Skydance Transactions. (d) The reported effective income tax rate for the three months ended June 30, 2025 was 28.1% and the adjusted effective income tax rate, which is calculated as the adjusted provision for income taxes of $130 million divided by adjusted earnings from continuing operations before income taxes of $516 million, was 25.2%. These adjusted measures exclude the items affecting comparability detailed above. -55- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Successor Six Months Ended June 30, 2026 Earnings Before Income Taxes Provision for Income Taxes Net Earnings Attributable to Parent Diluted EPS Reported (GAAP) $607 $(275) (c) $209 $.19 Items affecting comparability: Restructuring charges (a) 35 (5) 30 .03 Transaction-related items (b) 256 (21) 235 .21 Discrete tax items — (8) (8) (.01) Adjusted (Non-GAAP) $898 $(309) (c) $466 $.42 (a) Reflects severance costs, as further described under Restructuring and Transaction-Related Items. (b) Principally reflects legal, advisory and other professional fees associated with the planned WBD Merger and related integration. (c) The reported effective income tax rate for the six months ended June 30, 2026 was 45.3% and the adjusted effective income tax rate, which is calculated as the adjusted provision for income taxes of $309 million divided by adjusted earnings before income taxes of $898 million, was 34.4%. These adjusted measures exclude the items affecting comparability detailed above. Predecessor Six Months Ended June 30, 2025 Earnings Before Income Taxes Provision for Income Taxes Net Earnings Attributable to Parent Diluted EPS Reported (GAAP) $512 $(150) (e) $209 $.31 Items affecting comparability: Impairment charges (a) 157 (39) 118 .17 Restructuring charges (b) 242 (58) 184 .27 Transaction-related items (c) 24 (1) 23 .04 Gain on dispositions (d) (35) 2 (33) (.05) Discrete tax items — 9 9 .01 Adjusted (Non-GAAP) $900 $(237) (e) $510 $.75 (a) Reflects a charge to reduce the carrying values of FCC licenses in certain markets to their estimated fair values. (b) Includes severance costs and charges for the impairment of lease assets, as further described under Restructuring and Transaction-Related Items. (c) Reflects legal, advisory, and other professional fees relating to the Skydance Transactions. (d) Principally reflects a gain associated with the disposition of a noncore business. (e) The reported effective income tax rate for the six months ended June 30, 2025 was 29.3% and the adjusted effective income tax rate, which is calculated as the adjusted provision for income taxes of $237 million divided by adjusted earnings before income taxes of $900 million, was 26.3%. These adjusted measures exclude the items affecting comparability detailed above. -56- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Consolidated Results of Operations Revenues Three Months Ended June 30, Successor Predecessor % of Total Revenues % of Total Revenues Increase/(Decrease) 2026 2025 $ % Revenues by Type: Advertising $1,959 28% $2,152 31% $(193) (9)% Affiliate and subscription 3,520 51 3,445 50 75 2 Theatrical 138 2 254 4 (116) (46) Licensing and other 1,296 19 998 15 298 30 Total Revenues $6,913 100% $6,849 100% $64 1% Six Months Ended June 30, Successor Predecessor Increase/(Decrease) % of Total Revenues % of TotalRevenues 2026 2025 $ % Revenues by Type: Advertising $4,401 31% $4,665 33% $(264) (6)% Affiliate and subscription 7,021 49 6,842 49 179 3 Theatrical 290 2 402 3 (112) (28) Licensing and other 2,548 18 2,132 15 416 20 Total Revenues $14,260 100% $14,041 100% $219 2% Advertising Advertising revenues are generated primarily from the sale of advertising spots on our global broadcast and cable networks, television stations, and streaming services. The decreases in advertising revenues of 9% and 6% for the three and six months ended June 30, 2026, respectively, are primarily due to declines in the linear advertising market and a negative impact of 6% and 3% from the comparison against CBS’s broadcast in the second quarter of 2025 of the National Semifinals and National Championship games of the NCAA Division I Men’s Basketball Championship (the “NCAA Tournament”), which we have the rights to broadcast every other year, partially offset by growth for Paramount+. Affiliate and subscription Affiliate and subscription revenues are principally comprised of affiliate fees we receive from distributors for their carriage of our cable networks (cable affiliate fees) and television stations (retransmission fees), as well as fees -57- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) received from third-party television stations for their affiliation with the CBS Television Network (reverse compensation), and subscription fees for our streaming services. The growth in affiliate and subscription revenues of 2% and 3% for the three and six months ended June 30, 2026, respectively, reflects increases of 6% in each period from growth at Paramount+, driven by pricing increases and subscriber growth, partially offset by decreases of 3% in each period from lower linear affiliate revenues. Paramount+ had 81.6 million subscribers at June 30, 2026 and 76.8 million subscribers at June 30, 2025. Theatrical The decreases in theatrical revenues of $116 million and $112 million for the three- and six-month periods, respectively, were driven by the comparison against the second quarter 2025 release of Mission: Impossible - The Final Reckoning. Theatrical releases in 2026 included Scream 7 in the first quarter and Scary Movie (2026) in the second quarter. Licensing and other Licensing and other revenues are principally comprised of fees from the licensing of the rights to exhibit our internally-produced television and film programming on various platforms in the secondary market after its initial exhibition on our owned or third-party platforms; license fees from content produced or distributed for third parties; home entertainment revenues, which primarily include revenues from the viewing of our content on a transactional basis through transactional video-on-demand (TVOD) and electronic sell-through services; fees from the use of our trademarks and brands for consumer products, recreation and live events; revenues from games and other interactive content; and revenues from studio rentals and production services. The increases in licensing and other revenues of 30% and 20% for the three and six months ended June 30, 2026, respectively, were driven by the inclusion of Skydance following the Skydance Transactions in August 2025 and increases in revenues from secondary market licensing and content produced for third parties. Operating Expenses Three Months Ended June 30, Successor Predecessor % of Operating Expenses % of Operating Expenses Increase/(Decrease) 2026 2025 $ % Operating expenses by Type: Content costs $3,267 74% $3,424 74% $(157) (5)% Distribution and other 1,176 26 1,200 26 (24) (2) Total Operating Expenses $4,443 100% $4,624 100% $(181) (4)% Six Months Ended June 30, Successor Predecessor % of Operating Expenses % of Operating Expenses Increase/(Decrease) 2026 2025 $ % Operating expenses by Type: Content costs $7,047 76% $7,285 76% $(238) (3)% Distribution and other 2,251 24 2,300 24 (49) (2) Total Operating Expenses $9,298 100% $9,585 100% $(287) (3)% -58- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Content Costs Content costs include the amortization of costs of internally-produced television content, theatrical film content, and interactive game development; amortization of acquired program rights; other television production costs, including on-air talent; and participation and residuals expenses, which reflect amounts owed to talent and other participants in our content pursuant to contractual and collective bargaining arrangements. The decreases of 5% and 3% for the three- and six-month periods, respectively, primarily reflect reductions in programming assets resulting from the pushdown of the Ultimate Parent’s basis and other cost reductions for broadcast and cable programming, including lower costs for the NCAA Tournament, partially offset by the inclusion of Skydance in the current-year periods and higher sports costs for Paramount+. Distribution and Other Distribution and other operating expenses primarily include costs relating to the distribution of our content, including marketing and other costs to support our theatrical releases; revenue-sharing costs, including for third- party distribution and to television stations affiliated with the CBS Television Network; compensation; and other costs associated with our operations. Distribution and other operating expenses decreased 2% for each of the three- and six-month periods ended June 30, 2026, primarily reflecting lower costs for the distribution of theatrical releases, driven by costs for Mission: Impossible - The Final Reckoning in 2025, partially offset by higher revenue sharing costs for our streaming services, mainly for third-party distribution. Selling, General and Administrative Expenses Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Selling, general and administrative expenses $1,443 $1,401 $42 3% Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Selling, general and administrative expenses $2,854 $2,944 $(90) (3)% Selling, general and administrative (“SG&A”) expenses include costs incurred for advertising and marketing for our linear networks and streaming services, research, occupancy, professional service fees, and back office support, including employee compensation (inclusive of stock-based compensation expense) and technology. SG&A expenses increased 3% for the three-month period, primarily reflecting higher costs for technology and professional services. SG&A expenses decreased 3%, for the six-month period, primarily reflecting lower marketing costs and lower compensation costs resulting from our workforce restructuring activities, partially offset by higher costs for technology and professional services. -59- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Depreciation and Amortization Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Depreciation and amortization $364 $87 $277 318% Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Depreciation and amortization $726 $175 $551 315% Depreciation and amortization expense reflects depreciation of fixed assets and amortization of finite-lived intangible assets. The increase primarily reflects amortization of intangible assets established in connection with the pushdown of the Ultimate Parent’s basis (See Note 2 to the consolidated financial statements). Impairment Charges During the second quarter of 2025, we performed interim impairment tests of FCC licenses in six markets, which resulted in an impairment charge of $157 million to write down the carrying values of FCC licenses in these markets to their then aggregate estimated fair value. Restructuring and Transaction-Related Items During the three and six months ended June 30, 2026 and 2025, we recorded the following restructuring charges and transaction-related items. Successor Predecessor Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Severance (a) $35 $177 $35 $177 Exit costs — — — 65 Restructuring charges 35 177 35 242 Transaction-related items 153 4 256 24 Restructuring and transaction-related items $188 $181 $291 $266 (a) Severance costs include the accelerated vesting of stock-based compensation. -60- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Restructuring Charges During the second quarter of 2026, we recorded restructuring severance costs of $35 million associated with changes in management and aligning the business around our strategic priorities following the Skydance Transactions, including costs related to a plan under which severance payments are being provided to certain eligible employees who voluntarily elected to participate. Restructuring charges for the three and six months ended June 30, 2025 included severance costs of $177 million associated with strategic changes in our global workforce in order to streamline our organization. In addition, during the six months ended June 30, 2025, we recorded exit costs of $65 million, primarily for the impairment of lease assets that we ceased use of in connection with initiatives to reduce our real estate footprint. Transaction-Related Items Transaction-related items include costs directly associated with prospective and completed mergers and acquisitions, as well as related integration activities. During the three and six months ended June 30, 2026, we recorded transaction-related costs of $153 million and $256 million, respectively, principally for legal, advisory, and other professional fees associated with the planned WBD Merger and related integration. During the three and six months ended June 30, 2025, we recorded legal, advisory, and other professional fees relating to the Skydance Transactions of $4 million and $24 million, respectively. Gain on Dispositions During the first quarter of 2025, we recorded a gain on dispositions totaling $35 million, principally associated with the disposition of a noncore business. Interest Expense/Income Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Interest expense $255 $214 $41 19% Interest income $29 $32 $(3) (9)% Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Interest expense $493 $431 $62 14% Interest income $67 $70 $(3) (4)% In connection with the pushdown of the Ultimate Parent’s basis, our debt was recorded at fair value, which resulted in a decrease to our total debt balance of $898 million. The adjustments to fair value for each of our senior and junior debt issuances are being amortized over the remaining term of the applicable issuance within interest expense. The weighted average interest rate on our senior and junior debt was 5.20% at June 30, 2026 (Successor) and 5.17% at June 30, 2025 (Predecessor). In addition, during the three and six months ended June 30, 2026 we incurred $30 million and $41 million, respectively, of interest expense associated with borrowings under our Credit Facility (see Capital Structure). Credit facility borrowings outstanding at the closing of the WBD Merger are -61- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) expected to be repaid with the funding from the private placement described in Note 1 to the consolidated financial statements. Other Items, Net The following table presents the components of “Other items, net.” Successor Predecessor Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Pension and postretirement benefit costs $17 $34 $35 $68 Foreign exchange loss 2 5 6 8 Loss on non-designated interest rate hedges (a) 12 — 12 — Other 3 — 5 — Other items, net $34 $39 $58 $76 (a) See Note 8 to the consolidated financial statements. Provision for Income Taxes The provision for income taxes represents federal, state and local, and foreign taxes on earnings before income taxes and equity in loss of investee companies. For the three and six months ended June 30, 2026 (Successor), we recorded a provision for income taxes of $120 million and $275 million, reflecting an effective income tax rate of 55.8% and 45.3%, respectively. Included in the provision for income taxes are the following items identified as affecting the comparability of our results, which in aggregate increased our effective income tax rate by 20.1 percentage points and 10.9 percentage points for their respective periods. The higher tax rate in each period compared with the same periods of 2025 also reflects an increase in foreign earnings subject to current U.S. tax, along with a reduced benefit from the foreign-derived intangible income deduction. Impact from Items Affecting Comparability Successor Three Months Ended June 30, 2026 Six Months Ended June 30, 2026 Earnings (Loss) Before Income Taxes Benefit from (Provision for) Income Taxes Earnings (Loss) Before Income Taxes Benefit from (Provision for) Income Taxes Restructuring charges (Note 4) $(35) $5 $(35) $5 Transaction-related items (Note 4) $(153) $15 $(256) $21 Net discrete tax benefit n/a $4 n/a $8 n/a - not applicable -62- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) For the three and six months ended June 30, 2025 (Predecessor), we recorded a provision for income taxes of $50 million and $150 million, reflecting an effective income tax rate of 28.1% and 29.3%, respectively. Included in the provision for income taxes are the following items identified as affecting the comparability of our results, which in aggregate increased our effective income tax rate by 2.9 percentage points and 3.0 percentage points for their respective periods. Impact from Items Affecting Comparability Predecessor Three Months Ended June 30, 2025 Six Months Ended June 30, 2025 Earnings (Loss) Before Income Taxes Benefit from (Provision for) Income Taxes Earnings (Loss) Before Income Taxes Benefit from (Provision for) Income Taxes Impairment charges (Note 15) $(157) $39 $(157) $39 Restructuring charges (Note 4) $(177) $42 $(242) $58 Transaction-related items (Note 4) $(4) $1 $(24) $1 Gain from dispositions $— $— $35 $(2) Net discrete tax provision n/a $(2) n/a $(9) n/a - not applicable Equity in Loss of Investee Companies, Net of Tax The following tables present equity in loss of investee companies for our equity-method investments. Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Equity in loss of investee companies $(52) $(64) $(12) (19)% Tax provision (2) (3) (1) (33) Equity in loss of investee companies, net of tax $(54) $(67) $(13) (19)% Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Equity in loss of investee companies $(114) $(138) $(24) (17)% Tax provision (2) (2) — — Equity in loss of investee companies, net of tax $(116) $(140) $(24) (17)% -63- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Net Earnings Attributable to Parent and Diluted EPS Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Net earnings attributable to Parent $41 $57 $(16) (28)% Diluted EPS $.04 $.08 $(.04) (50)% Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, Increase/(Decrease) 2026 2025 $ % Net earnings attributable to Parent $209 $209 $— —% Diluted EPS $.19 $.31 $(.12) (39)% For the three months ended June 30, 2026 (Successor), we reported net earnings attributable to Parent of $41 million, or $.04 per diluted share, compared with net earnings attributable to Parent of $57 million, or $.08 per diluted share, for the three months ended June 30, 2025 (Predecessor). For the six months ended June 30, 2026 (Successor), we reported net earnings attributable to Parent of $209 million, or $.19 per diluted share, compared with net earnings attributable to Parent of $209 million, or $.31 per diluted share, for the six months ended June 30, 2025 (Predecessor). For both the three- and six-month periods, the decrease in diluted EPS reflects shares issued in connection with the Skydance Transactions and the NAI Transaction (see Note 10 to the consolidated financial statements). -64- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Segment Results of Operations Beginning in 2026, we transitioned our reporting structure into three new segments: Studios, Direct-to-Consumer, and TV Media. Under the new segment structure, our Studios segment reflects the combination of the historical Filmed Entertainment segment with the historical TV Media studio operations, consolidating our content creation activities. Additionally, our premium cable channel, Paramount+ with Showtime, which was previously under the TV Media segment, is now managed under the Direct-to-Consumer segment. Concurrent with the change to our segments, we updated our segment expense allocations to better reflect how we operate and make cost decisions across the business (together with the segment change, the “new segment presentation”). Certain centralized costs that were previously allocated at the segment level are now reported within corporate expenses. The tables below set forth our financial information by reportable segment. As a result of the new accounting basis established in connection with the Skydance Transactions and NAI Transaction on August 7, 2025, which makes our results of operations not comparable between the Successor and Predecessor periods, we are required to present segment information for periods prior to August 7, 2025 based on our previous segments, Filmed Entertainment, Direct-to-Consumer, and TV Media. In addition, in order to provide useful information for investors that is consistent with the manner in which our management reviews our results, on the following pages we have provided supplemental non-GAAP presentations reflecting the Predecessor amounts for the three and six months ended June 30, 2025 recast under the new segment presentation, as well as the related reconciliations from the GAAP presentation. GAAP Non-GAAP (a) Successor Predecessor Predecessor Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, 2026 2025 2025 Revenues: Studios Filmed Entertainment Studios Theatrical $138 $254 $254 Licensing and other 1,172 434 877 Advertising 4 2 4 Total 1,314 690 1,135 Direct-to-Consumer Direct-to-Consumer (b) Direct-to-Consumer Advertising 535 494 494 Affiliate and subscription 1,939 1,665 1,769 Licensing — 1 1 Total 2,474 2,160 2,264 TV Media TV Media (b) TV Media Advertising 1,420 1,657 1,655 Affiliate and subscription 1,581 1,780 1,676 Licensing and other 127 574 123 Total 3,128 4,011 3,454 Eliminations Eliminations Eliminations (3) (12) (4) Total Revenues $6,913 $6,849 $6,849 -65- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) GAAP Non-GAAP (a) Successor Predecessor Predecessor Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, 2026 2025 2025 Adjusted EBITDA: Adjusted OIBDA(c): Adjusted EBITDA: Studios $36 Filmed Entertainment $(84) Studios $(31) Direct-to-Consumer 366 Direct-to-Consumer (b) 157 Direct-to-Consumer 254 TV Media 1,063 TV Media (b) 863 TV Media 912 Corporate/ Eliminations (d) (366) Corporate/ Eliminations (d) (73) Corporate/ Eliminations (d) (272) Stock-based compensation (e) (72) Stock-based compensation (e) (39) Stock-based compensation (e) (39) Depreciation and amortization (364) Depreciation and amortization (87) Depreciation and amortization (87) Impairment charges — Impairment charges (157) Impairment charges (157) Restructuring and transaction-related items (e) (188) Restructuring and transaction-related items (e) (181) Restructuring and transaction-related items (e) (181) Operating income 475 Operating income 399 Operating income 399 Interest expense, net (226) Interest expense, net (182) Interest expense, net (182) Other items, net (34) Other items, net (39) Other items, net (39) Earnings before income taxes and equity in loss of investee companies 215 Earnings before income taxes and equity in loss of investee companies 178 Earnings before income taxes and equity in loss of investee companies 178 Provision for income taxes (120) Provision for income taxes (50) Provision for income taxes (50) Equity in loss of investee companies, net of tax (54) Equity in loss of investee companies, net of tax (67) Equity in loss of investee companies, net of tax (67) Net earnings (Parent and noncontrolling interests) 41 Net earnings (Parent and noncontrolling interests) 61 Net earnings (Parent and noncontrolling interests) 61 Net earnings attributable to noncontrolling interests — Net earnings attributable to noncontrolling interests (4) Net earnings attributable to noncontrolling interests (4) Net earnings attributable to Parent $41 Net earnings attributable to Parent $57 Net earnings attributable to Parent $57 (a) As discussed above, Adjusted EBITDA by segment recast under our new segment presentation is non-GAAP. See Studios, Direct- to-Consumer, and TV Media on the following pages for reconciliations from the GAAP segment presentation for the three months ended June 30, 2025 to the non-GAAP recast amounts. All other amounts in this table are presented on a GAAP basis. (b) Reflects the historical segment composition for Direct-to-Consumer and TV Media. (c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to Adjusted EBITDA. See Note 13 to the consolidated financial statements for further discussion. (d) As noted above, concurrent with the change to our segments, we updated our segment expense allocations to better reflect how we operate and make cost decisions across the business, which resulted in higher costs at Corporate. The increase compared with the non-GAAP Predecessor presentation was driven by higher technology costs and consulting fees. -66- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) (e) The increase in stock-based compensation expense between the 2026 and 2025 periods was driven by grants following the Skydance Transactions and the comparison to lower expenses in 2025 as a result of accelerated vesting in December 2024 of certain employees’ RSUs and PSUs to help mitigate potential tax impacts that would otherwise arise under Sections 280G and 4999 of the Internal Revenue Code. Stock-based compensation expense of $9 million for three months ended June 30, 2026 (Successor) and $4 million for the three months ended June 30, 2025 (Predecessor) is included in “Restructuring and transaction-related items.” GAAP Non-GAAP (a) Successor Predecessor Predecessor Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2026 2025 2025 Revenues: Studios Filmed Entertainment Studios Theatrical $290 $402 $402 Licensing and other 2,299 910 1,883 Advertising 8 5 9 Total 2,597 1,317 2,294 Direct-to-Consumer Direct-to-Consumer (b) Direct-to-Consumer Advertising 1,052 967 967 Affiliate and subscription 3,820 3,236 3,447 Licensing — 1 1 Total 4,872 4,204 4,415 TV Media TV Media (b) TV Media Advertising 3,341 3,695 3,691 Affiliate and subscription 3,201 3,606 3,395 Licensing and other 252 1,248 252 Total 6,794 8,549 7,338 Eliminations Eliminations Eliminations (3) (29) (6) Total Revenues $14,260 $14,041 $14,041 -67- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) GAAP Non-GAAP (a) Successor Predecessor Predecessor Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2026 2025 2025 Adjusted EBITDA: Adjusted OIBDA(c): Adjusted EBITDA: Studios $200 Filmed Entertainment $(64) Studios $51 Direct-to-Consumer 617 Direct-to-Consumer (b) 48 Direct-to-Consumer 250 TV Media 2,118 TV Media (b) 1,785 TV Media 1,863 Corporate/ Eliminations (d) (675) Corporate/ Eliminations (d) (174) Corporate/ Eliminations (d) (569) Stock-based compensation (e) (152) Stock-based compensation (e) (83) Stock-based compensation (e) (83) Depreciation and amortization (726) Depreciation and amortization (175) Depreciation and amortization (175) Impairment charges — Impairment charges (157) Impairment charges (157) Restructuring and transaction-related items (e) (291) Restructuring and transaction-related items (e) (266) Restructuring and transaction-related items (e) (266) Gain on dispositions — Gain on dispositions 35 Gain on dispositions 35 Operating income 1,091 Operating income 949 Operating income 949 Interest expense, net (426) Interest expense, net (361) Interest expense, net (361) Other items, net (58) Other items, net (76) Other items, net (76) Earnings before income taxes and equity in loss of investee companies 607 Earnings before income taxes and equity in loss of investee companies 512 Earnings before income taxes and equity in loss of investee companies 512 Provision for income taxes (275) Provision for income taxes (150) Provision for income taxes (150) Equity in loss of investee companies, net of tax (116) Equity in loss of investee companies, net of tax (140) Equity in loss of investee companies, net of tax (140) Net earnings (Parent and noncontrolling interests) 216 Net earnings (Parent and noncontrolling interests) 222 Net earnings (Parent and noncontrolling interests) 222 Net earnings attributable to noncontrolling interests (7) Net earnings attributable to noncontrolling interests (13) Net earnings attributable to noncontrolling interests (13) Net earnings attributable to Parent $209 Net earnings attributable to Parent $209 Net earnings attributable to Parent $209 (a) As discussed above, Adjusted EBITDA by segment recast under our new segment presentation is non-GAAP. See Studios, Direct- to-Consumer, and TV Media on the following pages for reconciliations from the GAAP segment presentation for the six months ended June 30, 2025 to the non-GAAP recast amounts. All other amounts in this table are presented on a GAAP basis. (b) Reflects the historical segment composition for Direct-to-Consumer and TV Media. (c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to Adjusted EBITDA. See Note 13 to the consolidated financial statements for further discussion. (d) As noted above, concurrent with the change to our segments, we updated our segment expense allocations to better reflect how we operate and make cost decisions across the business, which resulted in higher costs at Corporate. The increase compared with the non-GAAP Predecessor presentation was driven by higher technology costs and consulting fees. -68- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) (e) The increase in stock-based compensation expense between the 2026 and 2025 periods was driven by grants following the Skydance Transactions and the comparison to lower expenses in 2025 as a result of accelerated vesting in December 2024 of certain employees’ RSUs and PSUs to help mitigate potential tax impacts that would otherwise arise under Sections 280G and 4999 of the Internal Revenue Code. Stock-based compensation expense of $9 million for the six months ended June 30, 2026 (Successor) and $4 million for the six months ended June 30, 2025 (Predecessor) is included in “Restructuring and transaction-related items.” Studios/Filmed Entertainment Our Studios segment consists of our television and film studio operations, including CBS Studios, Paramount Television Studios, Nickelodeon Animation, Paramount Pictures, Paramount Animation, and Miramax, as well as Skydance Animation, Film, and Television, Paramount Sports Entertainment and Paramount Games Studio. For the Predecessor period, our Filmed Entertainment segment was most comparable to our new Studios segment and excluded studio operations related to our TV Media businesses, including CBS Studios and Paramount Television Studios. Three Months Ended June 30, 2026 and 2025 GAAP Non-GAAP Successor Predecessor Predecessor Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, Increase/(Decrease) (e) 2026 2025 2025 $ % Studios Filmed Entertainment Adjustments (d) Studios Theatrical $138 $254 $— $254 $(116) (46)% Licensing and other 1,172 434 443 877 295 34 Advertising (a) 4 2 2 4 — — Revenues 1,314 690 445 1,135 179 16 Content costs 926 394 343 737 189 26 Advertising and marketing 143 195 5 200 (57) (29) Other (b) 209 185 44 229 (20) (9) Expenses 1,278 774 392 1,166 112 10 Adjusted EBITDA/ Adjusted OIBDA (c) $36 $(84) $53 $(31) $67 n/m n/m - not meaningful (a) Primarily reflects advertising revenues earned from the use of Studios content on third-party digital platforms. (b) Other segment expenses for our Studios segment include employee compensation; costs relating to the distribution of our content; costs for occupancy, technology, and professional services; and other costs associated with our operations. (c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to Adjusted EBITDA. See Note 13 to the consolidated financial statements. (d) Reflects the inclusion of the historical TV Media studio operations and updates to our segment expense allocations to better reflect how we operate and make cost decisions across the business. (e) Reflects the comparison between the Successor results for the three months ended June 30, 2026 to the non-GAAP Predecessor results for the three months ended June 30, 2025. -69- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Revenues Theatrical Theatrical revenues for the second quarter of 2026 included revenues from the release of Scary Movie (2026). The second quarter of 2025 benefited from the release of Mission: Impossible - The Final Reckoning. Licensing and Other Licensing and other revenues include Skydance revenues in 2026. The comparison to the non-GAAP Predecessor presentation also reflects increases in revenues from secondary market licensing and content produced for third parties. Expenses Content Costs Content costs in 2026 include costs for Skydance and certain of our television studio operations, which were not in the Predecessor segment results. Advertising and Marketing Advertising and marketing expenses in each quarter reflect the mix of films in theaters, including the comparison against marketing costs for Mission: Impossible - The Final Reckoning in the second quarter of 2025. Other Other expenses in the second quarter of 2026 include costs for Skydance and certain of our television studio operations, which were not in the Predecessor segment results. The 9% decrease compared with the non-GAAP Predecessor presentation was driven by lower costs associated with the distribution of films in theaters, including the comparison against distribution costs for Mission: Impossible - The Final Reckoning in the second quarter of 2025. Adjusted EBITDA Adjusted EBITDA in the second quarter of 2026 benefited from the comparison against the higher marketing and other distribution costs for Mission: Impossible - The Final Reckoning in the second quarter of 2025. -70- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Studios/Filmed Entertainment Six Months Ended June 30, 2026 and 2025 GAAP Non-GAAP Successor Predecessor Predecessor Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Increase/(Decrease) (e) 2026 2025 2025 $ % Studios Filmed Entertainment Adjustments (d) Studios Theatrical $290 $402 $— $402 $(112) (28)% Licensing and other 2,299 910 973 1,883 416 22 Advertising (a) 8 5 4 9 (1) (11) Revenues 2,597 1,317 977 2,294 303 13 Content costs 1,742 715 760 1,475 267 18 Advertising and marketing 243 311 6 317 (74) (23) Other (b) 412 355 96 451 (39) (9) Expenses 2,397 1,381 862 2,243 154 7 Adjusted EBITDA/ Adjusted OIBDA (c) $200 $(64) $115 $51 $149 292% (a) Primarily reflects advertising revenues earned from the use of Studios content on third-party digital platforms. (b) Other segment expenses for our Studios segment include employee compensation; costs relating to the distribution of our content; costs for occupancy, technology, and professional services; and other costs associated with our operations. (c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to Adjusted EBITDA. See Note 13 to the consolidated financial statements. (d) Reflects the inclusion of the historical TV Media studio operations and updates to our segment expense allocations to better reflect how we operate and make cost decisions across the business. (e) Reflects the comparison between the Successor results for the six months ended June 30, 2026 to the non-GAAP Predecessor results for the six months ended June 30, 2025. Revenues Theatrical Theatrical revenues for the six months ended June 30, 2026 included revenues from the second quarter 2026 release of Scary Movie (2026), the first quarter 2026 release of Scream 7, and the fourth quarter 2025 release of The SpongeBob Movie: Search for SquarePants. The comparable prior-year period benefited from the second quarter 2025 release of Mission: Impossible - The Final Reckoning as well as the fourth quarter 2024 release of Sonic the Hedgehog 3. Licensing and Other Licensing and other revenues include Skydance revenues in 2026. -71- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Expenses Content Costs Content costs in 2026 include costs for Skydance and certain of our television studio operations, which were not in the Predecessor segment results. Advertising and Marketing Advertising and marketing expenses in each period reflect the mix of films in theaters, including the comparison against marketing costs for Mission: Impossible - The Final Reckoning in 2025. Other Other expenses for the six months ended June 30, 2026 include costs for Skydance and certain of our television studio operations, which were not in the Predecessor segment results. The 9% decrease compared with the non- GAAP Predecessor presentation was driven by lower costs associated with the distribution of films in theaters. Adjusted EBITDA Adjusted EBITDA for the six months ended June 30, 2026 benefited from the mix of titles licensed and the comparison against the higher marketing and other distribution costs for Mission: Impossible - The Final Reckoning in 2025. -72- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Direct-to-Consumer Our Direct-to-Consumer segment consists of our portfolio of domestic and international pay and free streaming services, including Paramount+ and Pluto TV, as well as our domestic premium cable network, Paramount+ with Showtime. For the Predecessor period, the Direct-to Consumer segment excluded Paramount+ with Showtime. During the second quarter of 2026, we integrated BET+ into Paramount+. Three Months Ended June 30, 2026 and 2025 GAAP Non-GAAP Successor Predecessor Predecessor Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, Increase /(Decrease) (e) 2026 2025 2025 $ % Direct-to-Consumer Direct-to-Consumer Adjustments (d) Direct-to-Consumer Advertising $535 $494 $— $494 $41 8% Affiliate and subscription 1,939 1,665 104 1,769 170 10 Licensing (a) — 1 — 1 (1) n/m Revenues 2,474 2,160 104 2,264 210 9 Content costs 1,161 1,085 29 1,114 47 4 Advertising and marketing 316 294 11 305 11 4 Other (b) 631 624 (33) 591 40 7 Expenses 2,108 2,003 7 2,010 98 5 Adjusted EBITDA/ Adjusted OIBDA (c) $366 $157 $97 $254 $112 44% n/m - not meaningful (a) Primarily reflects revenues from the licensing of content rights acquired by BET+. (b) Other segment expenses for our Direct-to-Consumer segment include employee compensation; revenue-sharing costs, including for third-party distribution; costs for occupancy, technology, and professional services; and other costs associated with our operations. (c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to Adjusted EBITDA. See Note 13 to the consolidated financial statements. (d) Reflects the inclusion of our premium cable channel, Paramount+ with Showtime, which was included in the TV Media segment in 2025, and updates to our segment expense allocations to better reflect how we operate and make cost decisions across the business. (e) Reflects the comparison between the Successor results for the three months ended June 30, 2026 to the non-GAAP Predecessor results for the three months ended June 30, 2025. -73- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Increase /(Decrease) Paramount+ (Global) 2026 2025 $ % Revenues $2,061 $1,771 $290 16% Subscribers (in millions) (a) 81.6 76.8 4.8 6% ARPU (in dollars) (b) $8.52 $7.64 $.88 12% (a) Subscribers include customers who are registered for Paramount+, either directly through our owned and operated apps and websites, or through third-party distributors. Subscribers also include customers who are provided with access through a subscription bundle with a domestic linear video streaming service (vMVPD) or an international third-party distributor. Our subscriber count includes only paid subscriptions and reflects the number of subscribers as of the applicable period-end date. (b) We calculate average revenue per subscriber (“ARPU”) as total Paramount+ revenues during the applicable period divided by the average of Paramount+ subscribers at the beginning and end of the period, further divided by the number of months in the period. Revenues Advertising The increase in advertising revenues was driven by growth in impressions for Paramount+. Advertising revenues in 2026 benefited from the streaming of UFC events on Paramount+ under our new rights agreement that began in January 2026. Affiliate and Subscription Affiliate and subscription revenues for the second quarter of 2026 benefited from pricing increases and growth in Paramount+ subscribers. Compared with June 30, 2025, Paramount+ subscribers increased 4.8 million, or 6%, driven by growth in domestic subscribers, partially offset by a decline in international subscribers, primarily due to the nonrenewal of international distribution agreements. Compared with the second quarter of 2025, ARPU grew 12% to $8.52. The 10% increase in affiliate and subscription revenue compared with the non-GAAP Predecessor presentation reflects growth for Paramount+, partially offset by a negative impact of 3% from combined revenue declines for BET+ and Paramount+ with Showtime. As discussed above, BET+ was integrated into Paramount+ during the second quarter of 2026. The Paramount+ with Showtime decrease reflects declines in linear subscribers. During the second quarter of 2026, Paramount+ subscribers increased 2.0 million, or 3%, compared with 79.6 million at March 31, 2026. The subscriber growth benefited from the UFC on Paramount+ and the premiere of Dutton Ranch, but was partially offset by a decrease of 1.8 million subscribers from the nonrenewal of international distribution agreements in Japan. -74- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Expenses Content Costs Content costs during the second quarter of 2026 include higher costs associated with sporting events on Paramount+, mainly for the UFC, as well as the impact from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent’s basis. Advertising and Marketing Advertising and marketing expenses for the second quarter of 2026 include marketing costs for UFC events on Paramount+, which led to the 4% increase compared with the non-GAAP Predecessor presentation. Other Other expenses for the second quarter of 2026 reflect higher revenue sharing costs, mainly for third-party distribution. Adjusted EBITDA Adjusted EBITDA in the second quarter of 2026 benefited from the revenue growth and the impact on content costs from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent’s basis, partially offset by higher costs associated with sporting events on Paramount+. -75- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Direct-to-Consumer Six Months Ended June 30, 2026 and 2025 GAAP Non-GAAP Successor Predecessor Predecessor Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Increase /(Decrease) (e) 2026 2025 2025 $ % Direct-to-Consumer Direct-to-Consumer Adjustments (d) Direct-to-Consumer Advertising $1,052 $967 $— $967 $85 9% Affiliate and subscription 3,820 3,236 211 3,447 373 11 Licensing (a) — 1 — 1 (1) n/m Revenues 4,872 4,204 211 4,415 457 10 Content costs 2,407 2,300 44 2,344 63 3 Advertising and marketing 631 635 29 664 (33) (5) Other (b) 1,217 1,221 (64) 1,157 60 5 Expenses 4,255 4,156 9 4,165 90 2 Adjusted EBITDA/ Adjusted OIBDA (c) $617 $48 $202 $250 $367 147% n/m - not meaningful (a) Primarily reflects revenues from the licensing of content rights acquired by BET+. (b) Other segment expenses for our Direct-to-Consumer segment include employee compensation; revenue-sharing costs, including for third-party distribution; costs for occupancy, technology, and professional services; and other costs associated with our operations. (c) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to Adjusted EBITDA. See Note 13 to the consolidated financial statements. (d) Reflects the inclusion of our premium cable channel, Paramount+ with Showtime, which was included in the TV Media segment in 2025, and updates to our segment expense allocations to better reflect how we operate and make cost decisions across the business. (e) Reflects the comparison between the Successor results for the six months ended June 30, 2026 to the non-GAAP Predecessor results for the six months ended June 30, 2025. Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, Increase /(Decrease) Paramount+ (Global) 2026 2025 $ % Revenues $4,035 $3,457 $578 17% Revenues Advertising The increase in advertising revenues was driven by growth in impressions for Paramount+. Advertising revenues in 2026 benefited from the streaming of UFC events on Paramount+. -76- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Affiliate and Subscription Affiliate and subscription revenues for the six months ended June 30, 2026 benefited from pricing increases and growth in Paramount+ subscribers. The 11% increase compared with the non-GAAP predecessor presentation reflects growth for Paramount+, partially offset by a negative impact of 2% from combined revenue declines for BET+ and Paramount+ with Showtime. Expenses Content Costs Content costs during the first half of 2026 include higher costs associated with sporting events on Paramount+, mainly for the UFC, as well as the impact from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent’s basis. Advertising and Marketing Advertising and marketing expenses for the six months ended June 30, 2026 include the impact from cost savings initiatives, which led to the 5% decrease compared with the non-GAAP Predecessor presentation. Other Other expenses in 2026 reflect higher revenue sharing costs, mainly for third-party distribution. Adjusted EBITDA Adjusted EBITDA for the six months ended June 30, 2026 benefited from the revenue growth and the impact on content costs from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent’s basis, partially offset by higher costs associated with sporting events on Paramount+. -77- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) TV Media Our TV Media segment consists of our (1) broadcast operations—the CBS Television Network, our domestic broadcast television network; CBS Stations, our owned television stations; and our international free-to-air networks, including Network 10 and Channel 5; (2) domestic basic cable networks, including MTV, Comedy Central, Paramount Network, The Smithsonian Channel, Nickelodeon, BET Media Group, CBS Sports Network, and international extensions of certain of these brands; and (3) CBS Media Ventures, which produces and distributes first-run syndicated programming. TV Media also includes a number of digital properties such as CBS News 24/7 for 24-hour news and CBS Sports HQ for sports news and analysis. For the Predecessor period, the TV Media segment also included television studio operations and the premium cable network, Paramount+ with Showtime. Three Months Ended June 30, 2026 and 2025 GAAP Non-GAAP Successor Predecessor Predecessor Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, Increase/(Decrease) (d) 2026 2025 2025 $ % TV Media TV Media Adjustments (c) TV Media Advertising $1,420 $1,657 $(2) $1,655 $(235) (14)% Affiliate and subscription 1,581 1,780 (104) 1,676 (95) (6) Licensing and other 127 574 (451) 123 4 3 Revenues 3,128 4,011 (557) 3,454 (326) (9) Content costs 1,185 1,956 (380) 1,576 (391) (25) Advertising and marketing 66 116 (16) 100 (34) (34) Other (a) 814 1,076 (210) 866 (52) (6) Expenses 2,065 3,148 (606) 2,542 (477) (19) Adjusted EBITDA/ Adjusted OIBDA (b) $1,063 $863 $49 $912 $151 17% -78- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) GAAP Non-GAAP Successor Predecessor Predecessor Three Months Ended June 30, Three Months Ended June 30, Three Months Ended June 30, Increase/(Decrease) (d) 2026 2025 2025 $ % Advertising revenues TV Media TV Media Adjustments (c) TV Media Domestic $1,235 $1,392 $(2) $1,390 $(155) (11)% International 185 265 — 265 (80) (30) Total $1,420 $1,657 $(2) $1,655 $(235) (14)% (a) Other segment expenses for our TV Media segment include employee compensation; revenue-sharing costs to television stations affiliated with the CBS Television Network; costs relating to the distribution of our content; costs for research, occupancy, technology, and professional services; and other costs associated with our operations. (b) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to Adjusted EBITDA. See Note 13 to the consolidated financial statements. (c) Reflects the transfer of the historical TV Media studio operations to the Studios segment and our premium cable channel, Paramount+ with Showtime, to the Direct-to-Consumer segment, and updates to our segment expense allocations to better reflect how we operate and make cost decisions across the business. (d) Reflects the comparison between the Successor results for the three months ended June 30, 2026 to the non-GAAP Predecessor results for the three months ended June 30, 2025. Revenues Advertising Advertising revenues in the second quarter of 2026 were primarily impacted by a decrease of 8% from the comparison against CBS’s broadcast in the second quarter of 2025 of the National Semifinals and National Championship games of the NCAA Tournament, which we have the rights to broadcast every other year, and declines in the linear advertising market. The comparison also includes a decrease of 3% from the absence of advertising revenues from Telefe and Chilevisión, which were sold in October 2025 and January 2026, respectively, and an increase of 2% from higher political advertising revenues. Affiliate and Subscription Affiliate and subscription revenues in the second quarter of 2026 were impacted by declines in linear subscribers. Licensing and Other Licensing and other revenues in 2026 primarily include revenues from the licensing of first-run syndicated programming. 2026 does not include revenues from our television studios, which were included in the Predecessor segment results. Expenses Content costs, advertising and marketing expenses, and other expenses in the second quarter of 2026 benefited from cost savings initiatives. Additionally, content costs in the second quarter of 2026 were lower due to the comparison against CBS’s broadcast in the second quarter of 2025 of the National Semifinals and National Championship games of the NCAA Tournament, and also reflect the impact from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent’s basis. -79- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Adjusted EBITDA Adjusted EBITDA in the second quarter of 2026 reflects the impact of cost savings initiatives and the pushdown of the Ultimate Parent’s basis. TV Media Six Months Ended June 30, 2026 and 2025 GAAP Non-GAAP Successor Predecessor Predecessor Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Increase/(Decrease) (d) 2026 2025 2025 $ % TV Media TV Media Adjustments (c) TV Media Advertising $3,341 $3,695 $(4) $3,691 $(350) (9)% Affiliate and subscription 3,201 3,606 (211) 3,395 (194) (6) Licensing and other 252 1,248 (996) 252 — — Revenues 6,794 8,549 (1,211) 7,338 (544) (7) Content costs 2,904 4,299 (827) 3,472 (568) (16) Advertising and marketing 146 269 (36) 233 (87) (37) Other (a) 1,626 2,196 (426) 1,770 (144) (8) Expenses 4,676 6,764 (1,289) 5,475 (799) (15) Adjusted EBITDA/ Adjusted OIBDA (b) $2,118 $1,785 $78 $1,863 $255 14% GAAP Non-GAAP Successor Predecessor Predecessor Six Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, Increase/(Decrease) (d) 2026 2025 2025 $ % Advertising revenues TV Media TV Media Adjustments (c) TV Media Domestic $2,972 $3,190 $(4) $3,186 $(214) (7)% International 369 505 — 505 (136) (27) Total $3,341 $3,695 $(4) $3,691 $(350) (9)% (a) Other segment expenses for our TV Media segment include employee compensation; revenue-sharing costs to television stations affiliated with the CBS Television Network; costs relating to the distribution of our content; costs for research, occupancy, technology, and professional services; and other costs associated with our operations. (b) In the first quarter of 2026, we renamed our primary measure of profit and loss for our operating segments from Adjusted OIBDA to Adjusted EBITDA. See Note 13 to the consolidated financial statements. (c) Reflects the transfer of the historical TV Media studio operations to the Studios segment and our premium cable channel, Paramount+ with Showtime, to the Direct-to-Consumer segment, and updates to our segment expense allocations to better reflect how we operate and make cost decisions across the business. (d) Reflects the comparison between the Successor results for the six months ended June 30, 2026 to the non-GAAP Predecessor results for the six months ended June 30, 2025. -80- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Revenues Advertising Advertising revenues for the six months ended June 30, 2026 were impacted by declines in the linear advertising market and a decrease of 4% from the comparison against CBS’s broadcast in the second quarter of 2025 of the NCAA Tournament, which we have the rights to broadcast every other year. The comparison also includes a decrease of 2% from the absence of advertising revenues from Telefe and Chilevisión, which were sold in October 2025 and January 2026, respectively, and an increase of 2% from higher political advertising revenues. Affiliate and Subscription Affiliate and subscription revenues for the six months ended June 30, 2026 were impacted by declines in linear subscribers. Licensing and Other Licensing and other revenues for the six months ended June 30, 2026 primarily include revenues from the licensing of first-run syndicated programming. 2026 does not include revenues from our television studios, which were included in the Predecessor segment results. Expenses Content costs, advertising and marketing expenses, and other expenses for the six months ended June 30, 2026 benefited from cost savings initiatives. Content costs for the six months ended June 30, 2026 also reflect the impact from the net reduction in programming assets resulting from the pushdown of the Ultimate Parent’s basis. Adjusted EBITDA Adjusted EBITDA for the six months ended June 30, 2026 reflects the impact of cost savings initiatives and the pushdown of the Ultimate Parent’s basis. Liquidity and Capital Resources Sources and Uses of Cash We project anticipated cash requirements for our operating, investing and financing needs as well as cash flows expected to be generated and available to meet these needs. Our operating needs include, among other items, expenditures for content for our broadcast and cable networks and streaming services, including television and film programming, sports rights, and talent contracts, as well as advertising and marketing costs to promote our content and platforms; payments for leases, interest, and income taxes; and pension funding obligations. Our investing and financing spending includes capital expenditures; acquisitions; funding of investments, including our streaming joint venture, SkyShowtime, under which we and our joint venture partner committed to support initial operations over a multiyear period; discretionary share repurchases; dividends; and principal payments on our outstanding indebtedness. Our long-term debt obligations due over the next five years (including the borrowings under our Credit Facility described below) were $6.05 billion as of June 30, 2026. We routinely assess our capital structure and opportunistically enter into transactions to manage our outstanding debt maturities, which could result in a charge from the early extinguishment of debt. -81- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Funding for both our short-term and long-term operating, investing and financing needs will come primarily from cash flows from operating activities, cash and cash equivalents, which were $1.63 billion as of June 30, 2026, and our ability to refinance our debt. Any additional cash funding requirements are financed with short-term borrowings, including commercial paper and borrowings under our credit facility, and long-term debt. To the extent that commercial paper is not available to us, the borrowing capacity under our Credit Facility, which increased from $3.5 billion to $5.0 billion in April 2026 (see Capital Structure) is sufficient to satisfy short-term borrowing needs. In the first quarter of 2026, in connection with the $2.8 billion termination fee paid to Netflix, we borrowed $2.15 billion under the Credit Facility. As of June 30, 2026, outstanding borrowings under the Credit Facility totaled $1.8 billion at a weighted average interest rate of 6.13%. The remaining availability under the Credit Facility at June 30, 2026, was $3.2 billion. At August 3, 2026, outstanding borrowings under the Credit Facility totaled $1.75 billion at a weighted average interest rate of 6.13%. Credit facility borrowings outstanding at the closing of the WBD Merger are expected to be repaid with the funding from the private placement described in Note 1 to the consolidated financial statements. Our access to capital markets and the cost of any new borrowings are impacted by factors outside our control, including economic and market conditions, as well as by ratings assigned by independent rating agencies. As a result, there can be no assurance that we will be able to access capital markets on terms and conditions favorable to us. Cash Flows The changes in cash and cash equivalents were as follows: Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, 2026 2025 Net cash flow provided by operating activities $504 $339 Net cash flow used for investing activities (3,115) (184) Net cash flow provided by (used for) financing activities 992 (161) Effect of exchange rate changes on cash and cash equivalents (28) 84 Net (decrease) increase in cash and cash equivalents $(1,647) $78 Operating Activities Net cash flow provided by operating activities includes payments of $310 million for the six months ended June 30, 2026 (Successor) and $178 million for the six months ended June 30, 2025 (Predecessor) associated with restructuring, transaction-related items and transformation initiatives. Our transformation initiatives are related to advancing our technology and operations, including the unification and evolution of systems and platforms, and migration to the cloud. -82- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Investing Activities Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, 2026 2025 Investments $(172) $(148) Capital expenditures (a) (150) (102) Advance consideration for WBD acquisition (b) (2,800) — Proceeds from dispositions (c) 13 66 Other investing activities (6) — Net cash flow used for investing activities $(3,115) $(184) (a) Includes payments associated with the implementation of our transformation initiatives of $33 million for the six months ended June 30, 2026 (Successor) and $1 million for the six months ended June 30, 2025 (Predecessor). (b) Reflects the termination fee paid to Netflix, on behalf of WBD (See Note 15 to the consolidated financial statements). (c) 2025 primarily reflects proceeds received from the disposition of a noncore business, and both periods include the collection of receivables associated with the 2022 sale of a 37.5% interest in The CW. Financing Activities Successor Predecessor Six Months Ended June 30, Six Months Ended June 30, 2026 2025 Borrowings under credit facility $2,700 $— Repayment of credit facility borrowings (900) — Repayment of notes and debentures (347) — Dividends paid on common stock (117) (70) Payment of payroll taxes in lieu of issuing shares for stock-based compensation (104) (26) Payments to noncontrolling interests (189) (65) Other financing activities (51) — Net cash flow provided by (used for) financing activities $992 $(161) -83- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Common Stock Dividends The following table presents dividends declared per share and total dividends for Paramount Skydance Corporation Class A and B Common Stock for the Successor period and Paramount Global’s Class A and Class B Common Stock for the Predecessor period. Successor Predecessor Successor Predecessor Three Months Ended June 30, Three Months Ended June 30, Six Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Class A and Class B Common Stock Dividends declared per common share $.05 $.05 $.10 $.10 Total common stock dividends $59 $35 $119 $70 Capital Structure The following table sets forth our debt. At At June 30, 2026 December 31, 2025 Senior debt $11,737 $12,038 Junior debt 1,617 1,617 Borrowings under credit facility 1,800 — Obligations under finance leases 2 3 Total debt (a) 15,156 13,658 Less current portion 665 433 Total long-term debt, net of current portion $14,491 $13,225 (a) At June 30, 2026 and December 31, 2025, our total senior and junior debt was net of unamortized fair value adjustments of $1.28 billion and $1.32 billion, respectively, recorded in connection with the pushdown of the Ultimate Parent’s basis (see Note 2 to the consolidated financial statements). The face value of our total debt at June 30, 2026 and December 31, 2025 was $16.43 billion (including credit facility borrowings discussed below) and $14.98 billion, respectively. Senior Debt At June 30, 2026, our senior debt was comprised of senior notes and debentures due between 2026 and 2050 with interest rates ranging from 2.90% to 7.875%. In January 2026, we repaid our $347 million of 4.0% senior notes at maturity. Junior Debt At June 30, 2026, our junior debt was comprised of $628 million 6.25% junior subordinated debentures due 2057 and $989 million 6.375% junior subordinated debentures due 2062. The subordination and extended term, as well as an interest deferral option of our junior subordinated debentures, provide significant credit protection measures for senior creditors and, as a result of these features, the debentures received a 50% equity credit by Standard & Poor’s Rating Services, Fitch Ratings Inc., and Moody’s Investors Service, Inc. -84- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Supplemental Guarantor Financial Information Paramount Global is a 100% owned subsidiary of Paramount Skydance Corporation. Upon the closing of the Skydance Transactions, Paramount Skydance Corporation provided a full and unconditional parent guarantee of Paramount Global’s senior and junior debt. None of Paramount Skydance Corporation’s other subsidiaries are guarantors of Paramount Global’s debt. The tables below present combined summarized financial information for Paramount Skydance Corporation, the parent guarantor, and Paramount Global, the issuer (jointly the “Obligor Group”) as standalone companies after elimination of intercompany transactions and balances, and do not include nonguarantor and nonissuer subsidiaries. This summarized financial information has been prepared and presented pursuant to the Securities and Exchange Commission Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP. Summarized Statement of Operations Six Months Ended June 30, Period From August 7, - December 31, 2026 2025 Operating loss $(220) $(82) Interest expense, net $(473) $(306) Intercompany interest $(158) $(132) Net loss $(878) $(546) Summarized Balance Sheets At At June 30, 2026 December 31, 2025 Current assets $398 $1,350 Noncurrent assets $298 $293 Debt, current $664 $432 Current liabilities $791 $664 Long-term debt $14,490 $13,223 Noncurrent liabilities $2,182 $2,222 Notes payable to nonguarantor subsidiaries $1,690 $975 Commercial Paper At both June 30, 2026 and December 31, 2025, we had no outstanding commercial paper borrowings. Credit Facility In April 2026, we entered into an amendment to our revolving credit facility (the “Credit Facility”), increasing the commitments from $3.50 billion to $5.00 billion, which will be reduced to $4.94 billion in January 2027 through maturity in January 2028. The Credit Facility is used for general corporate purposes and to support commercial paper borrowings, if any. We may, at our option, also borrow in certain foreign currencies up to specified limits under the Credit Facility. Borrowing rates under the Credit Facility are determined at the time of each borrowing and are generally based on either the prime rate in the U.S. or an applicable benchmark rate plus a margin (based on our senior unsecured debt rating), depending on the type and tenor of the loans entered into. The benchmark rate -85- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) for loans denominated in U.S. dollars is Term SOFR, and for loans denominated in euros, sterling and yen is based on EURIBOR, SONIA and TIBOR, respectively. In the first quarter of 2026, in connection with the $2.8 billion termination fee paid to Netflix, we borrowed $2.15 billion under the Credit Facility. As of June 30, 2026, outstanding borrowings under the Credit Facility totaled $1.8 billion at a weighted average interest rate of 6.13%. The remaining availability under the Credit Facility at June 30, 2026 was $3.2 billion. At August 3, 2026, outstanding borrowings under the Credit Facility totaled $1.75 billion at a weighted average interest rate of 6.13%. Credit facility borrowings outstanding at the closing of the WBD Merger are expected to be repaid with the funding from the private placement described in Note 1 to the consolidated financial statements. The Credit Facility has one principal financial covenant which sets a maximum Consolidated Total Leverage Ratio (“Leverage Ratio”) at the end of each quarter. The maximum Leverage Ratio was 4.50x for the quarter ended June 30, 2026 and will remain at this level until maturity. The Leverage Ratio reflects the ratio of our Consolidated Indebtedness, net of a maximum of $3.0 billion of unrestricted cash and cash equivalents at the end of a quarter, to our Consolidated EBITDA (each as defined in the credit agreement) for the trailing twelve-month period. We met the covenant as of June 30, 2026. Other Bank Borrowings At both June 30, 2026 and December 31, 2025, there were no outstanding bank borrowings under Miramax’s $50 million credit facility that matures in November 2027. Guarantees Letters of Credit and Surety Bonds At June 30, 2026, we had outstanding letters of credit and surety bonds of $1.24 billion that were not recorded on the Consolidated Balance Sheet, including $998 million issued under a $1.9 billion standby letter of credit facility. In accordance with the contractual requirements of one of our commitments, the letter of credit outstanding under this facility increases and decreases consistent with the related contractual commitment. Letters of credit and surety bonds are primarily used as security against non-performance in the normal course of business under contractual requirements of certain of our commitments. The standby letter of credit facility, which matures in May 2027, is subject to provisions similar to the Credit Facility, including the same principal financial covenant (see Note 7 to the consolidated financial statements), and will be secured by the same collateral as the Credit Facility at closing of the WBD merger. Other In the course of our business, we both provide and receive indemnities that are intended to allocate certain risks associated with business transactions. Similarly, we may remain contingently liable for various obligations of a business that has been divested in the event that a third party does not live up to its obligations under an indemnification obligation. We record a liability for our indemnification obligations and other contingent liabilities when probable and reasonably estimable. Accounting Pronouncements Not Yet Adopted See Note 1 to the consolidated financial statements. Legal Matters See Legal Matters section in Note 14 to the consolidated financial statements. -86- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) Cautionary Note Concerning Forward-Looking Statements This Quarterly Report on Form 10-Q contains both historical and forward-looking statements, including statements related to our future financial results and performance, potential achievements and transactions (including in connection with our pending merger with Warner Bros. Discovery, Inc.) and their expected benefits, and industry trends and developments. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward- looking statements reflect our current expectations concerning future results and events; can generally be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,” “could,” “estimate” or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: risks related to our streaming business; the adverse impact on our advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to our decisions to invest in new businesses, products, services and technologies, and the evolution of our business strategy; the potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of our content; damage to our reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining our intellectual property rights; domestic and global political, economic and regulatory factors affecting our businesses generally; the inability to hire or retain key employees or secure creative talent; disruptions to our operations as a result of labor disputes; risks and costs associated with the integration of, and our ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated synergies; litigation relating to the Skydance Transactions potentially resulting in substantial costs; volatility in the price of our Class B common stock; the effect our dual- class capital structure and the concentrated ownership may have on the price of our Class B common stock or business; risks related to a private sale of a controlling interest in our Company, including that our stockholders may not realize any change of control premium on shares of our Class B common stock and that we may become subject to the control of a presently unknown third party; risks associated with our status as a “controlled company” under Nasdaq rules, including our exemption from certain corporate governance requirements; risks associated with the lack of voting rights of our Class B common stock; risks that anti-takeover provisions in our amended and restated certificate of incorporation (“Charter”) and amended and restated bylaws, and under Delaware law could deter, delay, or prevent a change of control; risks that exclusive forum provisions in our Charter could limit a stockholder’s choice of forum for certain claims and discourage lawsuits against our directors and officers; risks that corporate opportunity provisions in our Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to us; risks associated with our holding company structure, including our dependence on distributions from our subsidiaries to meet our tax obligations and other cash requirements; disruptions the WBD Merger may cause to our and WBD’s business and commercial relationships; the negative impact that a failure to consummate the WBD Merger could have on our business, financial condition, results of operations and stock price; the risk that the WBD Merger may be prevented or delayed or the anticipated benefits reduced if we do not obtain certain regulatory approvals; the risk that the WBD Merger Agreement may be terminated in accordance with its terms, including if any conditions to the closing of the WBD Merger are not satisfied; the risk that litigation relating to the WBD Merger could prevent or further delay the closing of the WBD Merger or result in the payment of damages after closing; challenges realizing synergies and other anticipated benefits expected from the WBD Merger, including integrating WBD’s business -87- Management’s Discussion and Analysis of Results of Operations and Financial Condition (Continued) (Tabular dollars in millions, except per share amounts) successfully; risks to our business, financial condition or results of operations as a result of the incurrence of substantial costs and indebtedness in connection with the WBD Merger; risks of reduced ownership and economic interest by our existing stockholders as a result of the WBD Merger; and other factors described in our news releases and filings with the Securities and Exchange Commission, including but not limited to our most recent Annual Report on Form 10-K and our reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known. The forward- looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. -88-

See Note 8 to the consolidated financial statements.

The information set forth in Note 14 to the consolidated financial statements appearing in Item 1 of Part I of this Quarterly Report on Form 10-Q under the caption “Legal Matters” is incorporated by reference herein.

In addition to the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025 (filed with the Securities and Exchange Commission on February 25, 2026), the following risks relating to the WBD Merger could adversely affect our business, financial condition or results of operations before and after the completion of the WBD Merger. Risks Relating to the WBD Merger The proposed WBD Merger may cause disruption in our and WBD’s business and commercial relationships. The proposed WBD Merger could cause disruptions to our business or commercial relationships, or those of WBD, which could have an adverse impact on our and WBD’s business, financial condition or results of operations. Parties with which we or WBD have business relationships may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with us. Parties with whom we or WBD otherwise may have sought to establish business relationships may seek alternative relationships with third parties. We have experienced, and may continue to experience, negative publicity relating to the WBD Merger, which could have an adverse effect on our or WBD’s ongoing operations including, but not limited to, retaining and attracting employees and creative talent, maintaining our relationships with existing customers and obtaining potential new customers. We compete with other content creators for creative talent, including producers, directors, actors and writers and if we fail to retain or attract new key employees or creative talent, our business, financial condition or results of operations could be adversely affected. The pursuit of the WBD Merger and the preparation for the integration of WBD may place a significant burden on our management and internal resources. The diversion of management’s attention away from day-to-day business concerns and any difficulties encountered in the transition and integration process could adversely affect our business, financial condition or results of operations. Failure to consummate the WBD Merger could negatively impact our business, financial condition, results of operations and stock price. The WBD Merger cannot be consummated until conditions to Closing (as defined in the WBD Merger Agreement) are satisfied or, if permissible under applicable law, waived. The WBD Merger is subject to numerous Closing conditions, including the receipt of required regulatory approvals and the absence of any orders enjoining the consummation of the WBD Merger. See “—The WBD Merger is subject to a number of Closing conditions and, if these conditions are not satisfied, the WBD Merger Agreement may be terminated in accordance with its terms and the WBD Merger may not be consummated. In addition, the parties have the right to terminate the WBD Merger Agreement under certain circumstances, in which case the WBD Merger would not be consummated.” There can be no assurance that the conditions to completion of the WBD Merger, including the receipt of required regulatory approvals, will be satisfied or waived on a timely basis or at all. Further, there can be no assurance that governmental authorities will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying or preventing consummation of the WBD Merger. For example, in July 2026, twelve states (California, Arizona, Colorado, Connecticut, Massachusetts, -90- Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington) filed an antitrust action in the U.S. District Court for the Northern District of California against Paramount and WBD relating to the WBD Merger, seeking to block the WBD Merger, among other relief. On July 24, 2026, we entered into a stipulation agreeing that the WBD Merger will not close, and we will not take any steps to integrate the operations of Paramount with those of WBD, until the earlier of five days following the court’s ruling or June 1, 2027. If in connection with any of the above or otherwise, WBD or Paramount is required to divest assets or businesses or to agree to other conditions, obligations or restrictions on the conduct of its business, there can be no assurance that we or WBD will be able to negotiate such divestitures or other measures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures or other measures. In addition, we can provide no assurance that these conditions, terms, obligations or restrictions will not result in the abandonment of the WBD Merger. If the conditions to completion of the WBD Merger are not satisfied or waived, we may be unable to complete the WBD Merger in the time frame or manner currently anticipated or at all. If the WBD Merger is not completed by September 30, 2026, we have agreed in the WBD Merger Agreement to pay as merger consideration to WBD stockholders an additional amount in cash equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026, to and including the closing date (which, for the avoidance of doubt, will not exceed $0.25 per 90 calendar day period). The anticipated closing of the WBD Merger has been delayed as a result of the lawsuit described above, with the parties agreeing to postpone closing until the earlier of five days following the court’s ruling or June 1, 2027. Additionally, if the WBD Merger is not completed, our ongoing business may be adversely affected and we will be subject to several risks or consequences, including: •if the WBD Merger Agreement is terminated under certain circumstances, including where required regulatory approvals have not been obtained or because a court order prevents the WBD Merger from closing on antitrust grounds, we may be required to pay WBD a $7.0 billion Regulatory Termination Fee (as defined in the WBD Merger Agreement), the payment of which would likely require us to issue additional equity pursuant to the Subscription Agreements, with corresponding dilution to our existing stockholders; •we will be required to pay certain costs relating to the WBD Merger, whether or not the WBD Merger is consummated, such as significant fees and expenses relating to financial advisory, legal, accounting, consulting or other advisory fees or expenses, employee-benefit or related expenses, regulatory filings or filing and printing fees, none of which we would be able to recover; •matters relating to the WBD Merger may require substantial commitments of time and resources by our management or the expenditure of significant funds in the form of fees and expenses, which could otherwise have been devoted to day-to-day operations or other opportunities that may have been beneficial to us; •the commitments we have obtained to finance the WBD Merger, including a senior secured bridge term loan facility, may require us to pay certain fees and expenses in connection with such commitments, and such fees and expenses could be substantial; •the ratings agencies could downgrade, or take other negative actions with respect to, our credit ratings or ratings outlook, which could adversely affect our ability to obtain cost-effective financing; •the price of our Class B Common Stock could decline significantly, including to the extent the current market price reflects an assumption that the WBD Merger will be consummated; -91- •we would not realize the benefits expected from the WBD Merger, which could place us at a disadvantage in competing with technology companies and others for content, creative talent and distribution; •we would continue to operate on a standalone basis, without the cost savings, synergies and other benefits expected from the WBD Merger, and as a result we may face greater challenges in executing our strategic and financial plans, and be required to implement additional cost-reduction measures, including further reductions in content and other spending, in order to achieve those plans; and •declines in our linear television revenues are expected to persist, and the growth of our streaming business on a standalone basis may be insufficient to offset them. See the risk factors included in our Annual Report on Form 10-K referred to above under “Risks Relating to Our Business and Industry.” In addition, if the WBD Merger is not consummated, we may experience negative reactions from the financial markets or from our employees, commercial partners, clients or customers. We could also be subject to litigation, including litigation related to failure to consummate the WBD Merger or to enforce our obligations under the WBD Merger Agreement. If the WBD Merger is not consummated, the risks described above may materially adversely affect our business, financial condition, results of operations or stock price. For a description of the circumstances under which the Regulatory Termination Fee is payable, see the WBD Merger Agreement. Paramount and WBD must obtain certain regulatory approvals in order to consummate the WBD Merger; if such approvals are not obtained or are obtained with conditions or if the WBD Merger is enjoined in connection with legal or regulatory proceedings, the WBD Merger may be prevented or delayed or the anticipated benefits of the WBD Merger could be reduced. The Closing is conditioned upon, among other things, the clearance or approval by various regulatory authorities in the United States and other jurisdictions and the absence of any orders enjoining the consummation of the WBD Merger. As a condition to granting the necessary approvals or clearances, regulatory authorities may impose conditions, terms, obligations or restrictions or require divestitures or place restrictions on our business after consummation of the WBD Merger. If any such divestitures negatively impact our credit profile and credit ratings as compared to the combined business if we did not have to undertake such divestitures, we may not be able to obtain financing on as favorable terms as we otherwise anticipated, or at all. Any such requirements or restrictions sought by regulatory authorities could negatively affect our business, financial condition or results of operations following consummation of the WBD Merger. Any such requirements or restrictions may prevent or delay consummation of the WBD Merger or may reduce the anticipated benefits of the WBD Merger, which could also have a material adverse effect on our business, financial condition or results of operations. The WBD Merger is subject to a number of Closing conditions and, if these conditions are not satisfied, the WBD Merger Agreement may be terminated in accordance with its terms and the WBD Merger may not be consummated. In addition, the parties have the right to terminate the WBD Merger Agreement under certain circumstances, in which case the WBD Merger would not be consummated. The WBD Merger is subject to a number of Closing conditions and, if these conditions are not satisfied or waived (to the extent permitted by law), the WBD Merger may not be consummated. These conditions include: (i) the expiration of certain mandatory waiting periods or receipt of certain other clearances or affirmative approvals of certain governmental bodies, agencies or authorities and (ii) the absence of any law or order, issued by a court or governmental entity of competent jurisdiction, restraining, enjoining, prohibiting or preventing the consummation of the WBD Merger. Each of WBD’s and Paramount’s obligations to consummate the WBD Merger is also subject to certain other conditions, including, among others, the compliance with pre-closing covenants by and the accuracy of the representations and warranties of WBD (on the part of Paramount), on the one hand, and Paramount and Merger Sub (as defined in the WBD Merger Agreement) (on the part of WBD), on the other hand (in each case, subject to certain qualifications). Paramount’s obligation to consummate the WBD Merger is also -92- subject to (x) the absence of certain changes that have had, or would reasonably be expected to have, a material adverse effect with respect to the Streaming and Studios segments of WBD and (y) WBD not having completed the separation of its Streaming and Studios business from its Global Linear Networks business nor having declared or made any dividend to WBD’s stockholders to effectuate such separation. These Closing conditions may not be fulfilled and, accordingly, the WBD Merger may not be consummated. Additionally, the WBD Merger Agreement may be terminated by either Paramount or WBD (i) by mutual written consent, (ii) if any governmental entity of competent jurisdiction issues, enacts, enforces or enters any order permanently enjoining or prohibiting the consummation of the WBD Merger, and such order becomes final and non-appealable, or (iii) subject to certain limitations, if the Effective Time (as defined in the WBD Merger Agreement) has not occurred on or before 11:59 p.m., Eastern time, on March 4, 2027 (the “End Date”), subject to one automatic extension to June 4, 2027 if on such date all of the closing conditions, except those related to regulatory approvals and governmental orders, have been satisfied or waived. In addition, (x) the WBD Merger Agreement may be terminated by Paramount due to certain breaches by WBD of its representations, warranties and covenants contained in the WBD Merger Agreement, subject to certain cure rights and (y) the WBD Merger Agreement may be terminated by WBD due to certain breaches by Paramount of its representations, warranties and covenants contained in the WBD Merger Agreement, subject to certain cure rights. Litigation relating to the WBD Merger could prevent or further delay the Closing and/or result in the payment of damages following the Closing. In connection with the WBD Merger, we and WBD are subject to litigation and related proceedings, including proceedings seeking to block or enjoin the WBD Merger or seeking monetary damages, and we may become subject to additional litigation, demand letters, claims, enforcement actions or other proceedings relating to the WBD Merger. See Note 14 to the consolidated financial statements appearing in Item 1 of Part I of this Quarterly Report on Form 10-Q under the caption “Legal Matters—Litigation Relating to the WBD Merger,” and Part II, Item 1, “Legal Proceedings,” for additional information regarding certain pending WBD Merger litigation and related proceedings. The outcome of litigation and other proceedings is uncertain, and these matters, and any additional litigation, demand letters, claims, enforcement actions or other proceedings relating to the WBD Merger, could prevent or delay the Closing, result in substantial costs to WBD and Paramount, result in the payment of damages following the Closing, or otherwise adversely affect our business, financial condition or results of operations. In addition, governmental authorities have initiated, and could initiate additional, actions challenging the WBD Merger, which could further delay or prevent the Closing, result in burdensome conditions, terms, obligations or restrictions, or otherwise adversely affect the post-close entity. The anticipated closing of the WBD Merger has been delayed as a result of the lawsuit described above, with the parties agreeing to postpone closing until the earlier of five days following the court’s ruling or June 1, 2027. Although we expect the WBD Merger will result in synergies and other benefits, those synergies and benefits may not be realized or may not be realized within the expected time frame. WBD’s business may not be integrated successfully, or such integration may be more difficult, time-consuming or costly than expected. Operating costs, customer loss and business disruption, including difficulties in maintaining relationships with employees, customers, suppliers or vendors, may be greater than expected following the WBD Merger. Revenues following the WBD Merger may be lower than expected. Our ability to realize the anticipated benefits of the WBD Merger will depend, to a large extent, on our ability to integrate WBD’s business in a manner that facilitates growth opportunities or achieves the potential synergies, cost savings or revenue growth opportunities identified by Paramount without adversely affecting current revenues or investments in future growth. If we were required to divest certain businesses or assets, it may reduce our ability to -93- fully recognize such synergies. Even if we are able to integrate WBD successfully, the anticipated benefits of the WBD Merger, including the expected synergies, may not be realized fully or at all or may take longer to realize than expected. The acquisition of another public company and integration of its business with our business is complex, costly and time-consuming and may divert significant management attention or resources towards integration planning at the expense of Paramount’s and WBD’s ordinary course business practices and operations. Paramount and WBD have been operated as standalone businesses, and they will continue to be operated as such until the consummation of the WBD Merger. Upon consummation of the WBD Merger, our management may face significant challenges in integrating the technologies, organizations, systems, procedures, policies and operations, as well as addressing the different business cultures at Paramount and WBD, managing the increased scale and scope of the combined businesses, identifying and eliminating duplicative programs, and retaining key personnel. The post-closing integration process could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties. The overall combination of Paramount’s and WBD’s businesses may also result in material unanticipated expenses, liabilities, competitive disadvantages, and loss of customer, creative talent and other business relationships. Failure to efficiently and effectively integrate the two businesses and to realize the anticipated benefits of the WBD Merger could adversely affect our business, financial condition or results of operations. We have entered into a stipulation agreeing that the WBD Merger will not close, and we will not take any steps to integrate the operations of Paramount with those of WBD, until the earlier of five days following the court’s ruling or June 1, 2027. The difficulties of combining the operations of Paramount and WBD include, among others: •the diversion of management attention to integration matters; •difficulties in integrating operations and systems, including administrative, human resources and information technology infrastructure, financial reporting and internal control systems and intellectual property and communications systems; •challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies; •difficulties in integrating employees and attracting and retaining key personnel, including talent; •challenges in retaining existing, and obtaining new customers, viewers, subscribers, suppliers, distributors, licensors, lessors, employees, business associates, advertisers, creative talent and others; •difficulties in achieving anticipated cost savings, synergies, accretion targets, business opportunities, financing plans and growth prospects from the combination; •difficulties in managing the expanded operations of a significantly larger and more complex combined company; •the costs of servicing the increased indebtedness and interest expense of the combined company resulting from the WBD Merger and the related financing transactions; •challenges in continuing to develop valuable and widely-accepted content and technologies; •contingent liabilities that are larger than expected; and -94- •potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the WBD Merger. Many of these factors are outside of the control of Paramount and WBD, and any one of them could result in lower revenues, higher costs and diversion of management time and energy, which could materially and adversely impact our business, financial condition or results of operations. In addition, even if the operations of WBD’s business are integrated successfully with Paramount, the full benefits of the WBD Merger may not be realized, including, among others, the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame or at all. Further, additional unanticipated costs may be incurred in the integration of WBD’s business and the financing of the transactions. All of these factors could cause dilution to the earnings per share of Paramount, decrease or delay the projected accretive effect of the WBD Merger, and negatively impact the price of our Class B Common Stock following the WBD Merger. As a result, no assurances can be provided that acquisition of WBD will result in the realization of the full benefits expected from the WBD Merger within the anticipated time frames or at all. We have incurred, and will continue to incur, substantial direct and indirect costs as a result of the WBD Merger. We have incurred, and will continue to incur, substantial expenses in connection with and as a result of completing the WBD Merger, including financial advisory, legal, accounting, consulting and other advisory fees and expenses, employee-benefit and related expenses, regulatory filings, financing fees and filing and printing fees. In addition, over a period of time following the Closing, we expect to incur substantial expenses in connection with integrating and coordinating WBD’s business, operations, policies and procedures. A portion of the transaction costs related to the WBD Merger will be incurred regardless of whether the WBD Merger is completed. While we have assumed that a certain level of transaction expenses will be incurred, factors beyond our control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred are, by their nature, difficult to estimate accurately. These expenses may exceed the costs historically borne by us. These costs could adversely affect our business, financial condition or results of operations. We expect that these expenses will increase, the longer it takes to complete the WBD Merger. We are incurring substantial indebtedness in connection with the WBD Merger, and the degree to which we will be leveraged following the completion of the WBD Merger may materially and adversely affect our business, financial condition and results of operations. We are incurring substantial indebtedness in connection with the WBD Merger. As of June 30, 2026, as adjusted for the WBD Merger, including assuming (i) an estimated $17.7 billion of outstanding senior notes of WBD as of March 31, 2026, are assumed in connection with the WBD Merger, (ii) borrowing the full amount of the $49.0 billion 364-day senior secured bridge term loan facility (or any other permanent financing incurred to reduce or replace such facility), including to refinance the WBD Term Loans, (iii) the two term A loans each for $2.5 billion to be funded at Closing, with maturities of three and five years, respectively, (iv) that our existing revolving credit facility is paid down at Closing and (v) that the new $5.0 billion five-year senior secured revolving credit facility remains undrawn, we would have had approximately $86.3 billion of total debt (excluding debt issuance costs and capital lease obligations). Our ability to make payments on and to refinance our indebtedness, including the debt incurred pursuant to the WBD Merger, as well as any future debt that we may incur, will depend on our ability to generate cash in the future from operations or financings. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to service our debt and meet our business needs, such as funding working capital or the expansion of our operations. -95- If our cash flows and capital resources are insufficient to fund debt service obligations or we are not able to repay or refinance our debt as it becomes due, we may be forced to take certain actions, including reducing spending on content and programming, reducing future financing for working capital, capital expenditures and general corporate purposes, reducing or delaying investments, reducing, suspending or eliminating our dividend, disposing of material assets or operations, seeking additional debt or equity capital, restructuring or refinancing our indebtedness or dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. The lenders or bondholders that hold our debt could also accelerate amounts due in the event that we default, which could potentially trigger a default or acceleration of the maturity of our other debt. The level and quality of the combined company’s earnings, operations, business and management, among other things, will impact the determination of the combined company’s credit ratings. A decrease in the ratings assigned to the combined company or any series of its debt by the ratings agencies may negatively impact the combined company’s access to the debt capital markets and increase the combined company’s cost of borrowing. There can be no assurance that the combined company will be able to obtain financing on acceptable terms or at all, or be able to generate sufficient cash flow to reduce leverage in the time frame expected or at all. In addition, there can be no assurance that the combined company will be able to maintain the current creditworthiness or prospective credit ratings of Paramount or WBD, particularly given recent negative ratings actions or credit watches taken in light of the WBD Merger, and any further actual or anticipated changes or downgrades in such credit ratings may have a negative impact on the liquidity, capital position or access to capital markets of the combined company. In addition, our leverage could put us at a competitive disadvantage compared to our competitors that are less leveraged. These competitors could have greater financial flexibility to pursue strategic acquisitions and secure additional financing for their operations. Our leverage could also impede our ability to withstand downturns in our industry or the economy in general. Despite our expected level of indebtedness, we may still incur substantially more indebtedness. This could exacerbate the risks associated with our substantial indebtedness. We may incur substantial additional indebtedness in the future. The terms of the agreements governing the indebtedness we will incur in connection with the WBD Merger may limit, but not prohibit, us from incurring additional indebtedness. If new indebtedness is added to our current debt levels, the related risks that we now face could increase. Any additional indebtedness could have the effect of, among other things, reducing our flexibility to respond to changing business and economic conditions. In addition, the amount of cash required to pay interest on any additional indebtedness levels will increase the demand on our cash resources and reduce funds available for capital expenditures, share repurchases and dividends, and other activities and may create competitive disadvantages for us relative to other companies with lower debt levels. Our existing stockholders will have a reduced ownership and economic interest in Paramount after the WBD Merger. The PIPE Transaction and the issuance of the Warrants may cause dilution to the earnings per share of Paramount, which may negatively affect the market price of our Class B Common Stock. Following Closing, it is anticipated that the Equity Syndication Parties (excluding affiliates of the Ellison Parties and RedBird) will receive approximately 40% to 43% of the outstanding shares of our Class B Common Stock as a result of the PIPE Transaction (as defined in the WBD Merger Agreement). The shares of Class B Common Stock issued in the PIPE Transaction will represent, in the aggregate, 73% to 78% of the shares of our Class B Common Stock outstanding after giving effect to the PIPE Transaction and assuming no Ticking Consideration is payable. Consequently, our existing stockholders will have a reduced ownership and economic interest following the consummation of the WBD Merger and the PIPE Transaction. Additionally, the Subscription Agreement with the Ellison Parties would result in the issuance of additional shares of Class B Common Stock in the amount required to finance any such Ticking Consideration. Assuming payment of the maximum Ticking Consideration that would be payable through the extended End Date of June 4, 2027 pursuant to the WBD Merger Agreement, the shares of -96- Class B Common Stock issued in the PIPE Transaction will represent, in the aggregate, 74% to 79%, of the shares of our Class B Common Stock outstanding after giving effect to the PIPE Transaction. A change in the concentration of the ownership of our Class B Common Stock as a result of the WBD Merger may affect the public float and trading volume in our Class B Common Stock. Our Class B Common Stock may be less liquid as a result of a reduced public float than the shares of companies with broader public ownership, which could have the effect of increasing volatility and adversely affecting the trading price of our Class B Common Stock. The issuance of shares of our Class B Common Stock as part of the PIPE Transaction and the shares of Class B Common Stock issuable upon the exercise of the Warrants could have the effect of depressing the market price of our Class B Common Stock. Furthermore, if we raise additional equity capital following the Closing, including in order to achieve our deleveraging goals with respect to the substantial indebtedness we will incur in connection with the WBD Merger, any such equity financings would result in additional dilution to holders of our common stock. In addition, we could encounter other transaction-related costs or effects, such as the failure to realize all of the benefits anticipated in the WBD Merger, which could cause dilution to earnings per share or decrease or delay the expected accretive effect of the WBD Merger and cause a decrease in the market price of our Class B Common Stock. We may also be required to pay the $7.0 billion Regulatory Termination Fee pursuant to the terms of the WBD Merger Agreement, which is expected to be financed through the issuance of additional shares of Class B Common Stock pursuant to the terms of the Subscription Agreements. If this occurs, it would result in dilution to our existing stockholders even if the WBD Merger is not consummated.