v3.26.1
PUSHDOWN OF ULTIMATE PARENT'S BASIS (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Calculation of Ultimate Parent's Basis The table below presents the calculation of the Ultimate Parent’s basis in
Paramount Global as of the date these transactions closed.
Estimated value of NAI Transaction consideration attributable to Paramount Global
    common stock
$2,124
(a)
Cash paid to stockholders (see Note 10)
4,454
(b)
Proceeds from PIPE Transaction, net of subscription discount
1,517
Outstanding Paramount Global RSU Awards and Paramount Global PSU Awards
80
(c)
Remaining shares of Paramount Skydance Corporation Class B Common Stock
3,520
(d)
Paramount Global basis at August 7, 2025
$11,695
(a) In the NAI Transaction, the NAI Equity Investors purchased all of the outstanding equity interests of NAI. Based on
valuation analyses of NAI’s assets and liabilities, the estimated value attributable to the shares of Paramount Global
common stock held by NAI and its subsidiaries is $2.1 billion. This amount increased $107 million from the preliminary
estimate included in our quarterly report on Form 10-Q for the third quarter of 2025, which resulted in an increase in
Paramount Global’s basis in this amount.
(b) Reflects cash paid to holders of Paramount Global Class A Common Stock and Paramount Global Class B Common
Stock who elected to receive the Class A Cash Consideration and Class B Cash Consideration of $23.00 per share and
$15.00 per share, respectively, in the Skydance Transactions. Such payout was funded by the $6.0 billion PIPE
Transaction.
(c) Reflects the fair value of outstanding Paramount Global RSU Awards and Paramount Global PSU Awards attributable to
employees’ service prior to the Skydance Transactions and the NAI Transaction. The fair value is based on the closing
stock price of Paramount Global Class B Common Stock on August 6, 2025 of $11.04 per share. The remaining fair
value of outstanding Paramount Global RSU Awards and Paramount Global PSU Awards, which were assumed by
Paramount Skydance Corporation and converted into awards of restricted stock units covering an equivalent number of
shares of Paramount Skydance Corporation Class B Common Stock are being expensed over their remaining vesting
periods.
(d) Reflects 318.8 million shares of Paramount Skydance Corporation Class B Common Stock owned by holders of
Paramount Global Class A and Paramount Global Class B Common Stock following the Skydance Transactions, other
than those held directly or indirectly by NAI or its affiliates, not converted into cash, valued at the closing stock price of
Paramount Global Class B Common Stock on August 6, 2025 of $11.04 per share. Certain holders of Paramount Global
Class A Common Stock received the Class A Stock Consideration, which resulted in the conversion of 2.0 million shares
of Paramount Global Class A Common Stock into approximately 3.1 million shares of Paramount Skydance Corporation
Class B Common Stock, based on the exchange ratio of one share of Paramount Global Class A Common Stock to
1.5333 shares of Paramount Skydance Corporation Class B Common Stock.
Schedule of Adjustment to Ultimate Parent’s Basis The table below details the preliminary estimated fair values of Paramount Global’s assets, liabilities and
noncontrolling interests at the Ultimate Parent’s basis as of August 7, 2025, including measurement period
adjustments recorded subsequent to the third quarter of 2025. The impact on our statement of operations in 2026
from the amounts that would have been recognized in the third quarter of 2025 had these measurement period
adjustments been recognized as of the acquisition date were not material. The fair values were determined based on
valuation techniques that use unobservable inputs (Level 3 in the fair value hierarchy). Significant judgments in
these valuations include long-term projections, discount rates, royalty rates, and decay rates. While the
determination of the estimated fair values of Paramount Global’s assets, liabilities, and noncontrolling interests
was substantially complete as of June 30, 2026, if within one year of the August 7, 2025 closing date we become
aware of information that existed as of such closing date that affects these fair values, additional measurement
period adjustments may be required.
Allocation of Ultimate Parent’s Basis
Preliminary
Measurement
Period 
Adjustments
Preliminary,
Revised
Assets:
Cash and cash equivalents
$3,977
$—
$3,977
Receivables, net
5,980
(19)
5,961
Programming and other inventory, current
1,970
(66)
1,904
Prepaid expenses and other current assets
1,641
—
1,641
Property and equipment, net (a)
2,118
(2)
2,116
Programming and other inventory, noncurrent (b)
13,599
(456)
13,143
Goodwill (c)
947
863
1,810
Intangible assets, net (d)
6,748
11
6,759
Operating lease assets
875
39
914
Deferred income tax assets, net
1,200
48
1,248
Other noncurrent assets
2,470
14
2,484
Total assets
$41,525
$432
$41,957
Liabilities:
Long-term debt (e)
$13,619
$—
$13,619
Pension and postretirement benefit obligations (f)
1,390
—
1,390
Deferred income tax liabilities, net
306
(186)
120
Operating lease liabilities
1,219
(3)
1,216
Programming obligations (g)
2,017
209
2,226
Other liabilities (h)
10,137
378
10,515
Total liabilities
$28,688
$398
$29,086
Noncontrolling interests (i)
1,249
(73)
1,176
Paramount Global basis at August 7, 2025
$11,588
$107
$11,695
(a) The fair value was determined based on the market approach, which estimates the value based on transactions in the market for
comparable assets, or the cost approach, which estimates the value based on the amount required to replace the asset. The fair
value reflects an increase to the book value of $635 million principally reflecting incremental fair value of Paramount Global’s
owned land and buildings.
(b) The fair value was determined based on the income approach, including the multi-period excess earnings method, which
estimates the cash flows generated by the asset over its economic life using a discounted cash flow analysis. For certain content,
fair value was determined to be equivalent to net book value. The fair value reflects a net decrease to the book value of
programming assets of $653 million principally from reductions for programming at our TV Media and Direct-to-Consumer
segments offset by an increase to the fair value of our film and television libraries.
(c) Goodwill relates principally to the Direct-to-Consumer segment and represents the difference between Paramount Global’s basis
and the fair value of its net assets based on the preliminary fair value estimates assumed herein. Goodwill reflects operating
synergies between our businesses, as well as anticipated cost savings and is not deductible for tax purposes. During the first and
second quarters of 2026, in connection with the finalization of our appraisals and other valuation analyses, we recorded
measurement period adjustments that resulted in increases to goodwill of $22 million and $411 million, respectively. These
adjustments principally resulted from increases during the year-to-date period of $257 million to programming obligations and
$196 million to contingent liabilities, and a decrease of $91 million to programming assets, partially offset by the related deferred
tax impact of $140 million.
(d) The table below presents our intangible assets by asset class, as well as the valuation method used to determine the estimated fair
values, and the related estimated weighted average useful lives. The weighted average useful life of the total intangibles below
is 16.6 years.
Intangible assets
Values
Valuation Method
Estimated weighted
average straight-line
amortization period
FCC and other broadcasting licenses
$2,558
Greenfield discounted cash
flow method
30 years
Trade names
$1,521
Relief from Royalty
17.3 years
Affiliate relationships
$1,005
Multi-period excess earnings
2.6 years
Subscriber relationships
$1,080
Replacement cost
2 years
Franchises
$337
Discounted cash flow
10 years
Developed technology
$258
Replacement cost
3 years
(e) The fair value was determined based on quoted prices in active markets.
(f) The fair value was determined based on a remeasurement of the obligation using actuarial assumptions. Key valuation inputs
included discount rates and mortality assumptions.
(g) “Programming Obligations” include $777 million recorded to establish liabilities for unfavorable contractual arrangements.
(h) The estimated fair value of Paramount Global’s contingent liabilities as of August 7, 2025 was $1.6 billion, which relates to the
defense and settlement of lawsuits claiming various personal injuries related to exposure to asbestos as well as claims from
federal and state environmental regulatory agencies and other entities asserting liability for environmental cleanup costs and
related damages (see Claims Related to Former Businesses in Note 14) and other legal contingencies.
(i) The fair value was determined based on a discounted cash flow analysis.
Schedule of Identified Finite-Lived Intangible Assets The table below presents our intangible assets by asset class, as well as the valuation method used to determine the estimated fair
values, and the related estimated weighted average useful lives. The weighted average useful life of the total intangibles below
is 16.6 years.
Intangible assets
Values
Valuation Method
Estimated weighted
average straight-line
amortization period
FCC and other broadcasting licenses
$2,558
Greenfield discounted cash
flow method
30 years
Trade names
$1,521
Relief from Royalty
17.3 years
Affiliate relationships
$1,005
Multi-period excess earnings
2.6 years
Subscriber relationships
$1,080
Replacement cost
2 years
Franchises
$337
Discounted cash flow
10 years
Developed technology
$258
Replacement cost
3 years