Effective February 16, 2022, we changed our name from ViacomCBS Inc. to
Paramount Global. Management's discussion and analysis of the results of
operations and financial condition of Paramount Global should be read in
conjunction with the consolidated financial statements and related notes in our
Annual Report on Form 10-K for the year ended December 31, 2021, which was filed
prior to our name change. References in this document to "Paramount," the
"Company," "we," "us" and "our" refer to Paramount Global.

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, 2022 compared with the three
and six months ended June 30, 2021.

•Segment Results of Operations-Analysis of our results on a reportable segment
basis for the three and six months ended June 30, 2022 compared with the three
and six months ended June 30, 2021.

•Liquidity and Capital Resources-Discussion of our cash flows, including sources
and uses of cash, for the six months ended June 30, 2022 and June 30, 2021; and
our outstanding debt as of June 30, 2022.

•Legal Matters-Discussion of legal matters in which we are involved.


                                      -33-
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                    Management's Discussion and Analysis of
           Results of Operations and Financial Condition (Continued)
            (Tabular dollars in millions, except per share amounts)

Overview

Operational Highlights - Three Months Ended June 30, 2022 versus Three Months Ended June 30, 2021



Consolidated results of operations                                                         Increase/(Decrease)
Three Months Ended June 30,                        2022             2021                    $                     %
GAAP:
Revenues                                        $ 7,779          $ 6,564          $            1,215               19  %
Operating income                                $   819          $ 1,226          $             (407)             (33) %

Net earnings from continuing operations


  attributable to Paramount                     $   358          $   995          $             (637)             (64) %

Diluted EPS from continuing operations


  attributable to Paramount                     $   .53          $  1.50          $             (.97)             (65) %

Non-GAAP: (a)
Adjusted OIBDA                                  $   963          $ 1,240          $             (277)             (22) %
Adjusted net earnings from continuing
operations
  attributable to Paramount                     $   429          $   640          $             (211)             (33) %

Adjusted diluted EPS from continuing operations


  attributable to Paramount                     $   .64          $   .97          $             (.33)             (34) %


(a) Certain items identified as affecting comparability are excluded in non-GAAP
results. See "Reconciliation of Non-GAAP Measures" for details of these items
and reconciliations of non-GAAP results to the most directly comparable
financial measures in accordance with accounting principles generally accepted
in the United States ("GAAP").

For the three months ended June 30, 2022, revenues increased 19% to $7.78
billion, driven by the box office success of our second quarter theatrical
releases, Top Gun: Maverick and Sonic the Hedgehog 2; significant increases in
revenues from our direct-to-consumer streaming services ("DTC services"), led by
Paramount+; and higher content licensing, mainly reflecting an increase in
programming produced for third parties, the monetization of recent theatrical
releases, and increased international licensing. These increases were partially
offset by a decline in advertising revenues for our broadcast and cable
networks.

Operating income for the three months ended June 30, 2022 decreased 33% from the
same prior-year period. This comparison was impacted by a net gain on sales of
$116 million in 2021, principally from the sale of a noncore trademark licensing
operation. Adjusted operating income before depreciation and amortization
("Adjusted OIBDA"), which excludes this gain, as well as charges for
restructuring and other corporate matters, decreased 22%, mainly as a result of
an increased investment in our DTC services.

For the three months ended June 30, 2022, net earnings from continuing
operations attributable to Paramount and diluted earnings per share ("EPS") from
continuing operations decreased 64% and 65%, respectively, from the same
prior-year period as a result of the decline in operating income and a higher
effective tax rate in 2022. The effective tax rate was higher in 2022 because of
a discrete tax benefit of $260 million recorded in the 2021 period to remeasure
our UK net deferred income tax asset as a result of the enactment of an increase
in the UK corporate income tax rate. Adjusted net earnings from continuing
operations attributable to Paramount and adjusted diluted EPS, which exclude
discrete tax benefits in each period, a loss on extinguishment of debt in the
current-year period, and net gains from investments in the prior-year period, as
well as the items impacting the comparability of operating income listed above,
decreased 33% and 34%, respectively, primarily reflecting the lower Adjusted
OIBDA.

                                      -34-
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                    Management's Discussion and Analysis of
           Results of Operations and Financial Condition (Continued)
            (Tabular dollars in millions, except per share amounts)

Operational Highlights - Six Months Ended June 30, 2022 versus Six Months Ended June 30, 2021



Consolidated results of operations                                                          Increase/(Decrease)
Six Months Ended June 30,                         2022              2021                     $                     %
GAAP:
Revenues                                       $ 15,107          $ 13,976          $            1,131                8  %
Operating income                               $  1,594          $  2,754          $           (1,160)             (42) %
Net earnings from continuing operations
attributable to Paramount                      $    749          $  1,894          $           (1,145)             (60) %
Diluted EPS from continuing operations
attributable to Paramount                      $   1.11          $   2.93          $            (1.82)             (62) %

Non-GAAP: (a)
Adjusted OIBDA                                 $  1,876          $  2,867          $             (991)             (35) %
Adjusted net earnings from continuing
operations
attributable to Paramount                      $    832          $  1,601          $             (769)             (48) %
Adjusted diluted EPS from continuing
operations
attributable to Paramount                      $   1.24          $   2.47          $            (1.23)             (50) %


(a) Certain items identified as affecting comparability are excluded in non-GAAP
results. See "Reconciliation of Non-GAAP Measures" for details of these items
and reconciliations of non-GAAP results to the most directly comparable
financial measures in accordance with GAAP.

For the six months ended June 30, 2022, revenues increased 8% to $15.11 billion,
driven by significant growth in revenues from our DTC services, including
Paramount+ and Pluto TV, and the success of our current year theatrical
releases. These increases were partially offset by lower advertising revenues
for our broadcast and cable networks, driven by the benefit in 2021 from CBS'
broadcast of the Super Bowl, reflecting the rotational nature of the rights to
air this event. The absence of the Super Bowl negatively impacted the total
revenue comparison by 4-percentage points.

Operating income for the six months ended June 30, 2022 decreased 42% from the
same prior-year period. The operating income comparison was impacted by higher
charges in 2022 for restructuring and other corporate matters, as well as the
net gain on sales in 2021 discussed above. Adjusted OIBDA, which excludes these
items, decreased 35%, driven by increased investment in our DTC services, the
benefit to the 2021 period from the broadcast of the Super Bowl, higher costs
from the mix of programming on our linear networks, and lower profits from the
licensing of films.

For the six months ended June 30, 2022, net earnings from continuing operations
attributable to Paramount and diluted EPS from continuing operations decreased
60% and 62%, respectively, from the same prior-year period as a result of the
decline in operating income, as well as a higher effective tax rate in 2022. The
higher effective tax rate was the result of lower discrete tax benefits in the
current year, which included a net benefit of $81 million compared with $289
million for the prior-year period. Adjusted net earnings from continuing
operations attributable to Paramount and adjusted diluted EPS, which exclude
discrete tax benefits and a loss on extinguishment of debt in each period, net
gains from investments in 2021, and the items impacting the comparability of
operating income noted above, decreased 48% and 50%, respectively, primarily
reflecting the lower Adjusted OIBDA.
                                      -35-
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                    Management's Discussion and Analysis of
           Results of Operations and Financial Condition (Continued)
            (Tabular dollars in millions, except per share amounts)

Reconciliation of Non-GAAP Measures



Results for the three and six months ended June 30, 2022 and 2021 included
certain items identified as affecting comparability. Adjusted OIBDA, adjusted
earnings from continuing operations before income taxes, adjusted provision for
income taxes, adjusted net earnings from continuing operations attributable to
Paramount, and adjusted diluted EPS from continuing operations (together, the
"adjusted measures") exclude the impact of these items and are measures of
performance not calculated in accordance with GAAP. We use these 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 OIBDA to, among other things,
value prospective acquisitions. We believe these measures are relevant and
useful for investors because they allow investors to view performance in a
manner similar to the method used by our management; provide a clearer
perspective on our underlying performance; and make it easier for investors,
analysts and peers to compare our operating performance to other companies in
our industry and to compare our year-over-year results.

Because the adjusted measures are measures of performance not calculated in
accordance with GAAP, they should not be considered in isolation of, or as a
substitute for, operating income, earnings from continuing operations before
income taxes, provision/benefit for income taxes, net earnings from continuing
operations attributable to Paramount or diluted EPS from continuing operations,
as applicable, as indicators of operating performance. These measures, as we
calculate them, may not be comparable to similarly titled measures employed by
other companies.

The following tables reconcile the adjusted measures to their most directly comparable financial measures in accordance with GAAP.



                                                           Three Months Ended                     Six Months Ended
                                                                June 30,                              June 30,
                                                          2022                2021              2022              2021
Operating income (GAAP)                             $    819               $ 1,226          $   1,594          $ 2,754
Depreciation and amortization                             94                    95                190              194
Restructuring and other corporate matters (a)             50                    35                107               35

Net gain on sales (a)                                      -                  (116)               (15)            (116)
Adjusted OIBDA (Non-GAAP)                           $    963               $ 1,240          $   1,876          $ 2,867

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





                                      -36-
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                    Management's Discussion and Analysis of
           Results of Operations and Financial Condition (Continued)
            (Tabular dollars in millions, except per share amounts)
                                                                                  Three Months Ended June 30, 2022
                                      Earnings from Continuing                                           Net Earnings from
                                      Operations Before Income         Provision for Income            Continuing Operations              Diluted EPS from
                                                Taxes                          Taxes                 Attributable to Paramount          Continuing Operations
Reported (GAAP)                                 $  519                        $ (129)                           $  358                          $  .53
Items affecting comparability:
Restructuring and other corporate
matters (a)                                         50                           (12)                               38                             .06

Loss on extinguishment of debt                      47                           (11)                               36                             .05
Discrete tax items                                   -                            (3)                               (3)                              -
Adjusted (Non-GAAP)                             $  616                        $ (155)                           $  429                          $  .64


(a) Reflects restructuring charges of $10 million consisting of severance costs
primarily associated with changes in management related to the realignment of
our operating segments, as well as a charge of $40 million associated with
litigation described under Legal Matters-Stockholder Matters.

                                                                                  Three Months Ended June 30, 2021
                                      Earnings from Continuing                                            Net Earnings from
                                      Operations Before Income        (Provision) Benefit for           Continuing Operations              Diluted EPS from
                                               Taxes                       Income Taxes               Attributable to Paramount         Continuing Operations
Reported (GAAP)                               $ 1,018                          $   34                            $  995                         $ 1.50
Items affecting comparability:
Restructuring and other corporate
matters (a)                                        35                              (8)                               27                            .04
Net gain on sales (b)                            (116)                             27                               (89)                          (.13)
Net gains from investments (c)                    (32)                              7                               (25)                          (.04)
Discrete tax items (d)                              -                            (268)                             (268)                          (.40)
Adjusted (Non-GAAP)                           $   905                          $ (208)                           $  640                         $  .97

(a) Reflects the impairment of lease assets in connection with cost transformation initiatives related to the merger of Viacom Inc. ("Viacom") with and into CBS Corporation ("CBS") ("the Merger").

(b) Primarily reflects a gain on the sale of a noncore trademark licensing operation.

(c) Reflects a gain of $37 million on the sale of an investment, partially offset by a decrease in the fair value of a marketable security of $5 million.



(d) Primarily reflects a benefit of $260 million to remeasure our UK net
deferred income tax asset as a result of the enactment in June 2021 of an
increase in the UK corporate income tax rate from 19% to 25% beginning April 1,
2023, as well as a net tax benefit in connection with the settlement of income
tax audits.

                                      -37-
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                    Management's Discussion and Analysis of
           Results of Operations and Financial Condition (Continued)
            (Tabular dollars in millions, except per share amounts)
                                                                                  Six Months Ended June 30, 2022
                                      Earnings from Continuing                                          Net Earnings from
                                      Operations Before Income        Provision for Income            Continuing Operations              Diluted EPS from
                                               Taxes                          Taxes                 Attributable to Paramount         Continuing Operations
Reported (GAAP)                               $   989                        $ (163)                           $  749                         $ 1.11
Items affecting comparability:
Restructuring and other corporate
matters (a)                                       107                           (24)                               83                            .13
Net gain on sales (b)                             (15)                            4                               (11)                          (.02)

Loss on extinguishment of debt                    120                           (28)                               92                            .14

Discrete tax items (c)                              -                           (81)                              (81)                          (.12)
Adjusted (Non-GAAP)                           $ 1,201                        $ (292)                           $  832                         $ 1.24


(a) Comprised of charges of $28 million for restructuring, consisting of
severance costs; $39 million recorded following Russia's invasion of Ukraine,
principally to reserve against amounts due from counterparties in Russia,
Belarus and Ukraine; and $40 million associated with litigation described under
Legal Matters-Stockholder Matters.

(b) Reflects a gain from the sale of international intangible assets and a working capital adjustment to the gain from the fourth quarter 2021 sale of CBS Studio Center.



(c) Primarily reflects a deferred tax benefit resulting from the transfer of
intangible assets between our subsidiaries in connection with a reorganization
of our international operations.

                                                                                  Six Months Ended June 30, 2021
                                      Earnings from Continuing                                         Net Earnings from
                                      Operations Before Income        Provision for Income           Continuing Operations              Diluted EPS from
                                               Taxes                          Taxes                Attributable to Paramount         Continuing Operations
Reported (GAAP)                               $ 2,173                        $ (192)                         $ 1,894                         $ 2.93
Items affecting comparability:
Restructuring and other corporate
matters (a)                                        35                            (8)                              27                            .04
Net gain on sales (b)                            (116)                           27                              (89)                          (.14)
Loss on extinguishment of debt                    128                           (30)                              98                            .15
Net gains from investments (c)                    (52)                           12                              (40)                          (.06)
Discrete tax items (d)                              -                          (289)                            (289)                          (.45)

Adjusted (Non-GAAP)                           $ 2,168                        $ (480)                         $ 1,601                         $ 2.47

(a) Reflects the impairment of lease assets in connection with cost transformation initiatives related to the Merger.

(b) Primarily reflects a gain on the sale of a noncore trademark licensing operation.

(c) Reflects a gain of $37 million on the sale of an investment and an increase in the fair value of a marketable security of $15 million.



(d) Primarily reflects a benefit of $260 million to remeasure our UK net
deferred income tax asset as a result of the enactment in June 2021 of an
increase in the UK corporate income tax rate from 19% to 25% beginning April 1,
2023, as well as a net tax benefit in connection with the settlement of income
tax audits.

                                      -38-

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