II-1

Performance Graph

The following graph compares the cumulative total stockholder return ~~on CBS Corp.~~of our Class A and Class B Common Stock with the cumulative total return on the companies listed in the Standard & Poor’s 500 Stock Index (“S&P 500”) and ~~a Peer~~the Standard & Poor’s 500 Media and Entertainment Industry Group ~~of companies identified below.~~Index (“S&P 500 Media and Entertainment Index”).

The performance graph assumes $100 invested on December 31, ~~2012~~2017 in each of ~~the~~our Class A and Class B Common Stock, ~~of CBS Corp.,~~ the S&P 500, and the ~~Peer Group identified below~~S&P 500 Media and Entertainment Index, including reinvestment of dividends, through the calendar year ended December 31, ~~2017.~~2022.

Total Cumulative Stockholder Return

For Five-Year Period ~~Ending~~Ended December 31, ~~2017~~2022


December 31,	2017	2018	2019	2020	2021	2022
Class A Common Stock	$100	$74	$77	$68	$61	$37
Class B Common Stock	$100	$75	$73	$68	$56	$33
S&P 500	$100	$96	$126	$149	$192	$157
S&P 500 Media & Entertainment Index	$100	$89	$119	$156	$198	$111

II-2

December 31, 2012 2013 2014 2015 2016 2017
CBS Corp. Class A Common Stock $100 $169 $151 $141 $178 $166
CBS Corp. Class B Common Stock $100 $169 $148 $128 $174 $164
S&P 500 $100 $132 $151 $153 $171 $206
Peer Group ^(a)
$100 $151 $181 $171 $190 $202

~~(a) The Peer Group consists of the following companies: The Walt Disney Company, Twenty-First Century Fox, Inc. and Time Warner Inc.~~



~~Item 6.~~			~~Selected Financial Data.~~

~~CBS CORPORATION AND SUBSIDIARIES~~

~~(In millions, except per share amounts)~~

Year Ended December 31, ^(a)

2017 ^{(b) (c) (d) (e)}

2016 ^{(b) (c)}

2015 ^(b) ^(f)

2014 ^{(b) (e)}
2013
Revenues $ 13,692
$ 13,166
$ 12,671
$ 12,519
$ 12,713
Operating income $ 2,423
$ 2,621
$ 2,658
$ 2,590
$ 2,663
Net earnings from continuing operations $ 1,309
$ 1,552
$ 1,554
$ 1,151
$ 1,520
Net earnings (loss) from discontinued operations,
net of tax
$ (952 ) $ (291 ) $ (141 ) $ 1,808
$ 359
Net earnings $ 357
$ 1,261
$ 1,413
$ 2,959
$ 1,879

Basic net earnings (loss) per common share:
Net earnings from continuing operations $ 3.26
$ 3.50
$ 3.21
$ 2.09
$ 2.50
Net earnings (loss) from discontinued
operations
$ (2.37 ) $ (.66 ) $ (.29 ) $ 3.29
$ .59
Net earnings $ .89
$ 2.84
$ 2.92
$ 5.38
$ 3.09

Diluted net earnings (loss) per common share:
Net earnings from continuing operations $ 3.22
$ 3.46
$ 3.18
$ 2.05
$ 2.44
Net earnings (loss) from discontinued
operations
$ (2.34 ) $ (.65 ) $ (.29 ) $ 3.22
$ .58
Net earnings $ .88
$ 2.81
$ 2.89
$ 5.27
$ 3.01

Dividends per common share $ .72
$ .66
$ .60
$ .54
$ .48

At Year End:
Total assets:
Continuing operations $ 20,830
$ 19,642
$ 18,695
$ 18,372
$ 17,191
Discontinued operations 13
4,596
5,070
5,563
9,014
Total assets $ 20,843
$ 24,238
$ 23,765
$ 23,935
$ 26,205
Total debt:
Continuing operations $ 10,162
$ 9,375
$ 8,448
$ 7,112
$ 6,403
Discontinued operations —
1,345
—
—
14
Total debt $ 10,162
$ 10,720
$ 8,448
$ 7,112
$ 6,417
Total Stockholders’ Equity $ 1,978
$ 3,689
$ 5,563
$ 6,970
$ 9,966

(a) On November 16, 2017, CBS Corporation (the “Company” or “CBS Corp.”) completed the disposition of CBS Radio Inc. (“CBS Radio”) through a tax-free split-off. CBS Radio has been presented as a discontinued operation in the Company’s consolidated financial statements for all periods presented.~~Also included in discontinued operations is CBS Outdoor Americas Inc., which was disposed of in 2014, and Outdoor Europe, which was sold in 2013.~~

(b) For 2017, net loss from discontinued operations, net of tax, includes a loss on the split-off of CBS Radio of $105 million, or $.26 per diluted share, and a market value adjustment of $980 million, or $2.41 per diluted share, recorded prior to the split-off to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom Communications Corp. (“Entercom”). Included in net loss from discontinued operations, net of tax, are noncash impairment charges of $444 million ($427 million, net of tax), or $.95 per diluted share, in 2016, and $484 million ($297 million, net of tax), or $.61 per diluted share, in 2015, in each case to reduce the carrying value of CBS Radio’s intangible assets. For 2014, net earnings from discontinued operations, net of tax, included a gain on the disposal of Outdoor Americas of $1.56 billion, or $2.78 per diluted share.

(c) In 2017, operating income included a pension settlement charge of $352 million ($237 million, net of tax), or $.58 per diluted share, resulting from the transfer of pension obligations to an insurance company through the purchase of a group annuity contract. In 2016, operating income included a pension settlement charge of $211 million ($130 million, net of tax), or $.29 per diluted share, for the settlement of pension obligations resulting from the completion of the Company’s offer to eligible former employees to receive lump-sum distributions of their pension benefits.

~~(d) In 2017, the Company recorded a provisional charge of $129 million, or $.32 per diluted share, resulting from the enactment of federal tax legislation in December 2017.~~

(e) In 2017, in connection with the early redemption of $800 million of its debt, the Company recorded a pretax loss on early extinguishment of debt of $49 million ($31 million, net of tax), or $.08 per diluted share. In 2014, in connection with the early redemption of $1.07 billion of its debt, the Company recorded a pretax loss on early extinguishment of debt of $352 million ($219 million, net of tax), or $.39 per diluted share.

~~(f) In 2015, the Company recorded gains from the sales of internet businesses in China of $139 million in operating income ($131 million, net of tax), or $.27 per diluted share.~~



Item 7.	Management’s Discussion and Analysis of Results of Operations and Financial Condition. (Tabular dollars in millions, except per share amounts)

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 ~~CBS Corporation (together~~Paramount Global should be read in conjunction with our consolidated financial statements and related notes. References in this document to “Paramount,” the “Company,” “we,” “us” and “our” refer to Paramount Global and its consolidated subsidiaries, unless the context otherwise ~~requires, the “Company” or “CBS Corp.”) should be read in conjunction with the~~requires.

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 ~~financial statements and related notes.~~

~~Overview~~

~~Business Overview and Strategy~~

The Company operates businesses which span the media and entertainment industries, including the CBS Television Network, cable networks, content production and distribution, television stations, internet-based businesses, and consumer publishing. The Company’s principal strategy is to create and acquire premium content that is widely accepted by audiences and generate both advertising and non-advertising revenues from the distribution of this content on multiple media platforms and to various geographic locations. The Company continues to increase its investment in premium content to enhance its opportunitiesbasis for revenue growth, which include exhibiting the Company’s content on multiple digital platforms, including the Company’s owned digital streaming services as well as third-party live television streaming offerings; expanding the distribution of its content internationally; and securing compensation from multichannel video programming distributors (“MVPDs”) and television stations affiliated with the CBS Television Network. The Company also seeks to grow its advertising revenues by monetizing all content viewership as industry measurements evolve to reflect viewers’ changing habits. The Company’s continued ability to capitalize on these and other emerging opportunities will provide it with incremental advertising and non-advertising revenues.

~~Operational Highlights 2017 vs. 2016~~

Consolidated results of operations Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
GAAP:
Revenues $ 13,692
$ 13,166
$ 526
4 %
Operating income $ 2,423
$ 2,621
$ (198 ) (8 )%
Net earnings from continuing operations $ 1,309
$ 1,552
$ (243 ) (16 )%
Net earnings $ 357
$ 1,261
$ (904 )
(72 )%
Diluted EPS from continuing operations $ 3.22
$ 3.46
$ (.24 ) (7 )%
Diluted EPS $ .88
$ 2.81
$ (1.93 ) (69 )%

Non-GAAP: ^(a)

Adjusted operating income $ 2,819
$ 2,861
$ (42 ) (1 )%
Adjusted net earnings from continuing operations $ 1,705
$ 1,663
$ 42
3 %
Adjusted net earnings $ 1,791
$ 1,840
$ (49 ) (3 )%
Adjusted diluted EPS from continuing operations $ 4.19
$ 3.71
$ .48
13 %
Adjusted diluted EPS $ 4.40
$ 4.11
$ .29
7 %

(a) See pages II-7 and II-8 for reconciliations of adjusted results to the most directly comparable financial measures in accordance with accounting principles generally accepted in the United States (“GAAP”).

For 2017, revenues grew 4% to an all-time high of $13.69 billion, led by strong growth from affiliate and subscription fee revenues, which increased 26%, driven by higher station affiliation fees and retransmission revenues; Showtime Networks’ distributioneach of the ~~Floyd Mayweather/Conor McGregor pay-per-view boxing event;~~three years ended December 31, 2022, including comparisons of 2022 to 2021 and ~~growth from new digital initiatives,~~2021 to 2020.

•Segment Results of Operations—Analysis of our results on a reportable segment basis for each of the three years ended December 31, 2022 including comparisons of 2022 to 2021 and 2021 to 2020.

•Liquidity and Capital Resources—Discussions of our cash flows, including sources and uses of cash, for each of the ~~Company’s owned streaming subscription services,~~ ~~CBS All Access~~three years ended December 31, 2022, and ~~the~~ ~~Showtime~~ ~~digital streaming subscription service,~~of our outstanding debt, commitments and ~~third-party live television streaming services. Growth in content licensing~~contingencies as of December 31, 2022.

•Critical Accounting Policies—Detail with respect to accounting policies that are considered by management to require significant judgment and ~~distribution revenues also contributed~~use of estimates and that could have a significant impact on our financial statements.

•Legal Matters—Discussion of legal matters to ~~the revenue increase,~~which we are involved.

•Market Risk—Discussion of how we manage exposure to market and ~~was driven by higher licensing sales. These increases were partially offset by lower advertising revenues, mainly resulting from the benefit to 2016 from the broadcast of~~ ~~Super Bowl 50~~ ~~on CBS and record political advertising sales during the 2016 Presidential election cycle.~~interest rate risks.

II-3

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Overview

~~Operating income decreased 8% from 2016. Comparability~~Operational Highlights 2022 vs. 2021


Consolidated results of operations					Increase/(Decrease)
Year Ended December 31,	2022		2021		$		%
GAAP:
Revenues	$	30,154	$	28,586	$	1,568	5	%
Operating income	$	2,342	$	6,297	$	(3,955)	(63)	%
Net earnings from continuing operations attributable to Paramount	$	725	$	4,381	$	(3,656)	(83)	%
Diluted EPS from continuing operations attributable to Paramount	$	1.03	$	6.69	$	(5.66)	(85)	%

Non-GAAP: (a)
Adjusted OIBDA	$	3,276	$	4,444	$	(1,168)	(26)	%
Adjusted net earnings from continuing operations attributable to Paramount	$	1,171	$	2,292	$	(1,121)	(49)	%
Adjusted diluted EPS from continuing operations attributable to Paramount	$	1.71	$	3.48	$	(1.77)	(51)	%

(a) Certain items identified as affecting comparability are excluded in non-GAAP results. See “Reconciliation of operating income was impacted by several discrete items in 2017 and 2016, including charges for pension settlements and restructuring activities. Adjusted operating income was down 1%, primarily due to a mix of lower-margin revenues in 2017 compared to 2016, as well as an increased investment in programming, which the Company expects to monetize in the future across multiple platforms and geographic regions. Net earnings from continuing operations decreased 16% due to the lower operating income as well as charges in 2017 resulting from the enactment of federal tax legislation and the early extinguishment of debt. Adjusted net earnings from continuing operations increased 3%.

Net earnings, which include the results of CBS Radio Inc. (“CBS Radio”) in discontinued operations, were $357 million in 2017 compared with $1.26 billion in 2016 and diluted earnings per share (“EPS”) was $.88 in 2017 compared with $2.81 in 2016. Discontinued operations for 2017 includes a net loss of $105 million from the split-off of CBS Radio and a market value adjustment of $980 million recorded prior to the split-off to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom Communications Corp. (“Entercom”). (See Note 4 to the consolidated financial statements.) Discontinued operations for 2016 includes an impairment charge at CBS Radio of $444 million. Adjusted net earnings decreased 3% and adjusted diluted EPS grew 7% to $4.40. Diluted EPS benefited from lower weighted average shares outstanding as a result of the shares retired as a result of the split-off of CBS Radio and the Company’s share repurchase program. Adjusted net earnings and adjusted diluted EPS are non-GAAP financial measures. See pages II-7 and II-8Non-GAAP Measures” for details of ~~the discrete~~these items ~~excluded from financial results,~~ and reconciliations of ~~adjusted~~non-GAAP results to the most directly comparable financial measures in accordance with ~~GAAP.~~accounting principles generally accepted in the United States (“GAAP”).

For 2022, revenues increased 5% to $30.15 billion, driven by significant growth in our streaming services, led by Paramount+, and higher theatrical revenues, reflecting the success of our 2022 releases, led by Top Gun: Maverick. These increases were partially offset by lower revenues from our linear networks, including the impact from the rotational nature of the rights to air the Super Bowl, which was broadcast on CBS in 2021 but another network in 2022. The absence of the Super Bowl negatively impacted the total revenue comparison by 2 percentage points. The revenue comparison also includes a 2 percentage point negative impact from foreign exchange rate changes.

~~The Company generated operating cash flow~~

Operating income for 2022 decreased 63% to $2.34 billion. This comparison was impacted by higher charges in 2022 for restructuring and other corporate matters, as well as lower gains on dispositions. Adjusted OIBDA, which excludes these items, decreased 26%, driven by our investment in our streaming services, and revenue declines from our linear networks, including from the comparison to the broadcast of the Super Bowl in 2021.

For 2022, net earnings from continuing operations attributable to Paramount and diluted EPS from continuing operations decreased 83% and 85%, respectively, from 2021, primarily as a result of ~~$793~~the decline in operating income. Adjusted net earnings from continuing operations attributable to Paramount and adjusted diluted EPS, which exclude the items impacting the comparability of operating income noted above, discrete tax benefits of $80 million in 2017, which included discretionary pension contributions of $600 million to prefund the Company’s qualified pension plans, compared with $1.45 billion in 2016. Free cash flow was $989 million for 2017 compared with $1.26 billion for 2016. These decreases were impacted by a decline in advertising revenues including from the benefit in 2016 from CBS’s broadcast of ~~Super Bowl 50~~,2022 and an increased investment in internally-produced television programming, partially offset by higher affiliate and subscription fee revenues. Free cash flow is a non-GAAP financial measure. See “Free Cash Flow” on pages II-33 and II-34 for a reconciliation of net cash flow provided by (used for) operating activities, the most directly comparable financial measure in accordance with GAAP, to free cash flow.

~~Recent Developments~~

~~Special Committee to Evaluate Potential Combination with Viacom Inc.~~

On February 1, 2018, the Company announced that its Board of Directors established a special committee of independent directors to evaluate a potential combination with Viacom Inc. There can be no assurance that this process will result in a transaction or on what terms any transaction may occur.

~~Pension Settlement~~

During the fourth quarter of 2017, the Company purchased a group annuity contract under which an insurance company has permanently assumed the Company’s obligation to pay and administer pension benefits to certain of the Company’s pension plan participants, or their designated beneficiaries, who had been receiving pension benefits. The purchase of this group annuity contract was funded with pension plan assets. As a result, the Company’s outstanding pension benefit obligation was reduced by approximately $800 million, representing approximately 20% of the total obligations of the Company’s qualified pension plans. In connection with this transaction, the Company recorded a settlement charge of $352$517 million in 2021, and the ~~fourth quarter~~other items described under Reconciliation of ~~2017,~~Non-GAAP Measures for 2022, decreased 49% and 51%, respectively, primarily reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. Additionally, during 2017, the Company made discretionary contributions totaling $600 million to prefund its qualified pension plans.lower Adjusted OIBDA.

II-4

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Federal Tax Reform~~

On December 22, 2017, the U.S. government enacted tax legislation containing significant changes to U.S. federal tax law (the “Tax Reform Act“), including a reduction in the federal corporate tax rate from 35% to 21% and a one-time transition tax on cumulative foreign earnings and profits. The Company recorded a net provisional charge of $129 million for the year ended December 31, 2017, reflecting an estimated tax impact of $407 million on the Company’s historical accumulated foreign earnings and profits, partially offset by an estimated benefit of $278 million to adjust the Company’s deferred income tax balances as a result of the reduced corporate income tax rate.

The final impacts of the Tax Reform Act may differ materially from the current estimates since all of the necessary information was not available, prepared or analyzed in sufficient detail to complete the assessment of the Tax Reform Act. In addition, future interpretive guidance issued by federal and state tax authorities may impact the provisional amount. The Company will complete its analysis of this provisional amount and finalize and record any adjustments to its estimates within one year from the enactment of the Tax Reform Act.

~~CBS Radio Separation~~

On November 16, 2017, the Company completed the split-off of CBS Radio through an exchange offer, in which the Company accepted 17.9 million shares of CBS Corp. Class B Common Stock from its stockholders in exchange for the 101.4 million shares of CBS Radio common stock that it owned. Immediately following the exchange offer, each share of CBS Radio common stock was converted into one share of Entercom Class A common stock upon completion of the merger of CBS Radio with Entercom.

~~Share Repurchases~~

~~The following is a summary of the Company’s purchases of its Class B Common Stock during the year ended~~ ~~December 31, 2017~~:

Total Number
of Shares
(in millions)

Average Price
Per Share

Dollar Value
of Shares Repurchased
Remaining Authorization
Share repurchase program 16.2
$ 64.70
$ 1,050
$ 3,057

Shares retired in split-off of CBS Radio 17.9
$ 56.40
1,007

Total 34.1
$ 60.35
$ 2,057

~~Dividends~~

Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
Dividends per share $ .72
$ .66
$ .06
9 %
Total dividends $ 289
$ 294
$ (5 ) (2 )%

~~Debt~~

During 2017, the Company issued a total of $1.80 billion of senior debt at interest rates between 2.50% and 3.70%. The proceeds of these issuances were used to repay $400 million of senior notes which matured in July 2017 and to early redeem a total of $800 million of senior debt with interest rates of 4.625% and 5.75%. The remaining proceeds were used for general corporate purposes, including discretionary contributions to the Company’s qualified pension plans and the repayment of short-term borrowings, including commercial paper. The redemptions resulted in a loss on early extinguishment of debt of $49 million (~~$31 million, net of tax) for 2017.~~

~~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 each of the years ~~ended December 31, 2017~~presented 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 ~~2016 included discrete items that were not part of~~adjusted diluted EPS from continuing operations (together, the ~~normal course of operations. The following tables present non-GAAP financial measures, which~~“adjusted measures”) exclude the impact of these ~~discrete~~ items ~~reconciled to the most directly comparable financial~~and are measures of performance not calculated in accordance with GAAP. ~~The Company believes that presenting its financial results adjusted~~We use these measures to, among other things, evaluate our operating performance. These measures are among the primary measures used by management for ~~the impact~~planning and forecasting of ~~discrete items is~~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 ~~it allows~~they allow investors to view performance in a manner similar to the method used by ~~the Company’s management and provides~~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 ~~underlying~~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 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 ~~Company.~~adjusted measures to their most directly comparable financial measures in accordance with GAAP.


Year Ended December 31,	2022		2021		2020
Operating income (GAAP)	$	2,342	$	6,297	$	4,139
Depreciation and amortization (a)	405		390		430
Restructuring and other corporate matters (b)	585		100		618
Programming charges (b)	—		—		159
Net gain on dispositions (b)	(56)		(2,343)		(214)
Adjusted OIBDA (Non-GAAP)	$	3,276	$	4,444	$	5,132

(a) 2022 and 2020 include impairment charges for FCC licenses of $27 million and $25 million, respectively, and 2020 includes accelerated depreciation of $12 million for technology that was abandoned in connection with synergy plans related to the merger of Viacom Inc. (“Viacom”) with and into CBS Corporation (“CBS”) (the “Merger”).

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

II-5

Year Ended December 31, 2017
2016
Operating income $ 2,423
$ 2,621
Discrete items:
Pension settlement charges 352
211
Restructuring and merger and acquisition-related costs 63
38
Other operating items, net ^(a)
(19 ) (9 )
Adjusted operating income $ 2,819
$ 2,861

Net Earnings from Continuing Operations
Diluted EPS from Continuing Operations ^(f)

Year Ended December 31, 2017 2016 2017 2016
Reported (GAAP) $ 1,309
$ 1,552
$ 3.22
$ 3.46

Discrete items:
Pension settlement charges
(net of a tax benefit of $115 million in 2017 and $81 million in 2016)
237

130
.58
.29

Restructuring and merger and acquisition-related costs
(net of a tax benefit of $24 million in 2017 and $15 million in 2016) 39

23
.10
.05

Other operating items, net (net of a tax benefit of $4 million in 2017 and a tax provision of $4 million in 2016) ^(a)
(23 )
(5 ) (.06 ) (.01 )
Loss on early extinguishment of debt
(net of a tax benefit of $18 million)
31

—
.08
—

Write-down of investments
(net of a tax benefit of $3 million in 2017) ^(b)
5

10
.01
.02

Federal tax reform ^(c)
129

—
.32
—

Tax items ^(d)
(22 )
(47 ) (.05 ) (.10 )
Adjusted (Non-GAAP) $ 1,705
$ 1,663
$ 4.19
$ 3.71

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)


	Year Ended December 31, 2022
	Earnings from Continuing Operations Before Income Taxes			Provision for Income Taxes			Net Earnings from Continuing Operations Attributable to Paramount			Diluted EPS from Continuing Operations
Reported (GAAP)		$	1,266		$	(227)		$	725		$	1.03
Items affecting comparability:
Restructuring and other corporate matters (a)		585			(137)			448			.69
Impairment charge (b)		27			(7)			20			.03
Gain on dispositions (c)		(56)			14			(42)			(.06)
Loss from investments (d)		9			(1)			8			.01
Loss on extinguishment of debt		120			(28)			92			.14
Discrete tax items (e)		—			(80)			(80)			(.13)
Adjusted (Non-GAAP)		$	1,951		$	(466)		$	1,171		$	1.71

Net Earnings
Diluted EPS ^(f)

Year Ended December 31, 2017 2016 2017 2016
Reported (GAAP) $ 357
$ 1,261
$ .88
$ 2.81

Discrete items:
Pension settlement charges
(net of a tax benefit of $115 million in 2017 and $81 million in 2016)
237
130
.58
.29

Restructuring and merger and acquisition-related costs
(net of a tax benefit of $24 million in 2017 and $15 million in 2016) 39
23
.10
.05

Other operating items, net (net of a tax benefit of $4 million in 2017 and a tax provision of $4 million in 2016) ^(a)
(23 ) (5 ) (.06 ) (.01 )
Loss on early extinguishment of debt
(net of a tax benefit of $18 million)
31
—
.08
—

Write-down of investments
(net of a tax benefit of $3 million in 2017) ^(b)
5
10
.01
.02

Federal tax reform ^(c)
129
—
.32
—

Tax items ^(d)
(64 ) (11 ) (.16 ) (.02 )
Discontinued operations items ^(e)
1,080
432
2.65
.96

Adjusted (Non-GAAP) $ 1,791
$ 1,840
$ 4.40
$ 4.11

(a) ~~For 2017, includes a net gain relating~~Comprised of charges of $328 million for restructuring, as described under Restructuring and Other Corporate Matters, consisting of severance costs and the impairment of lease assets; $211 million associated with litigation described under Legal Matters—Stockholder Matters; and $46 million recorded following Russia’s invasion of Ukraine in the first quarter of 2022, principally to ~~the disposition of property~~reserve against amounts due from counterparties in Russia, Belarus and ~~equipment. For 2016, includes a gain from the sale of an internet business in China and a multiyear, retroactive impact of a new operating tax.~~Ukraine.

(b) Reflects a charge to reduce the ~~write-down~~carrying values of ~~a cost investment~~FCC licenses in ~~2017 and an equity-method investment in 2016~~two markets to their estimated fair values.

(c) Reflects a ~~provisional charge resulting~~$41 million gain recognized upon the contribution of certain assets of Paramount+ in Denmark, Finland, Norway and Sweden (the “Nordics”) to SkyShowtime, our streaming joint venture (“SkyShowtime”) as well as gains totaling $15 million from the ~~enactment~~sale of international intangible assets and a working capital adjustment to the ~~Tax Reform Act in December 2017.~~gain from the fourth quarter 2021 sale of CBS Studio Center.

(d) For 2017, primarily reflects a tax benefit from the resolution of certain state income tax matters and in discontinued operations, a tax benefit from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business. For 2016, reflects a one-time tax benefit associated with a multiyear adjustment to a tax deduction, which was approved by the IRS during the third quarter of 2016 and in discontinued operations, a charge from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business.

~~(e) For 2017, reflects~~Reflects a loss on the ~~split-off~~sale of ~~CBS Radio~~a 37.5% interest in The CW and an impairment of ~~$105 million, or $.26 per diluted share; a market value adjustment~~an investment sold in the fourth quarter of ~~$980 million, or~~ $2.41 per diluted share, recorded prior to the split-off to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom; adjustments to the loss on disposal of the Company’s Outdoor advertising business; and restructuring charges at CBS Radio of $7 million ($4 million, net of tax). For 2016,2022.

(e) Primarily reflects a ~~noncash impairment charge~~deferred tax benefit resulting from the transfer of ~~$444 million ($427 million, net~~intangible assets between our subsidiaries in connection with a reorganization of ~~tax) to reduce the carrying value of CBS Radio’s goodwill and FCC licenses to their fair value and restructuring charges at CBS Radio of $8 million ($5 million, net of tax).~~

~~(f) Amounts may not sum as a result of rounding.~~

~~Segments~~

~~CBS Corp. operates in the following four segments:~~

~~ENTERTAINMENT: The Entertainment segment consists of the~~ ~~CBS Television Network, CBS Television Studios, CBS Studios International, CBS Television Distribution, Network Ten, CBS Interactive,~~ ~~and~~ ~~CBS Films~~ ~~as well as the Company’s digital streaming services,~~ ~~CBS All Access~~ ~~and~~ ~~CBSN~~. Entertainment’s revenues are generated primarily from advertising sales, the licensing and distribution of its content, and affiliate and subscription fees. The Entertainment segment contributed 67% to consolidated revenues in each of the years 2017, 2016 and 2015, and 55%, 53% and 51% to total segment operating income in 2017, 2016 and 2015, respectively.

our international operations.

II-6

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)


	Year Ended December 31, 2021
	Earnings from Continuing Operations Before Income Taxes			Provision for Income Taxes			Net Earnings from Continuing Operations Attributable to Paramount			Diluted EPS from Continuing Operations
Reported (GAAP)		$	5,206		$	(646)		$	4,381		$	6.69
Items affecting comparability:
Restructuring (a)		100			(25)			75			.11
Net gain on dispositions (b)		(2,343)			592			(1,751)			(2.67)
Gains from investments (c)		(47)			11			(36)			(.05)
Loss on extinguishment of debt		128			(30)			98			.15
Pension settlement charge (d)		10			(2)			8			.01
Discrete tax items (e)		—			(517)			(517)			(.79)
Impairment of equity-method investment, net of tax		—			—			34			.05
Impact of antidilution of Mandatory Convertible Preferred Stock (f)		—			—			—			(.02)
Adjusted (Non-GAAP)		$	3,054		$	(617)		$	2,292		$	3.48

~~CABLE NETWORKS: The Cable Networks segment consists of~~ ~~Showtime Networks,~~ ~~including its digital subscription streaming offering,~~ ~~CBS Sports Network~~ ~~and~~ ~~Smithsonian Networks.~~ ~~Cable Networks’ revenues are generated primarily from affiliate and subscription fees~~(a) Reflects severance costs and the impairment of lease assets.

(b) Primarily reflects gains on the sales of CBS Studio Center, 51 West 52nd Street, an office tower that was formerly the headquarters of CBS (“51 West 52nd Street”), and a noncore trademark licensing operation.

(c) Primarily reflects a gain of $37 million on the sale of an investment and ~~distribution~~a gain of ~~its content. The Cable Networks segment contributed 18%, 16% and 18% to consolidated revenues~~$9 million from an increase in ~~2017~~, ~~2016, and 2015, respectively, and 35%, 33% and 37% to total segment operating income in 2017, 2016 and 2015, respectively.~~the fair value of an investment that was sold during the third quarter of 2021.

~~PUBLISHING: The Publishing segment consists~~(d) Reflects the accelerated recognition of ~~Simon & Schuster’s consumer book publishing business with imprints such as~~ ~~Simon & Schuster~~, ~~Pocket Books, Scribner~~ ~~and~~ ~~Atria Books.~~ ~~Publishing generates revenues from the distribution of consumer books in print, digital and audio formats. The Publishing segment contributed 6% to consolidated revenues in each~~a portion of the ~~years 2017, 2016, and 2015, and 5%~~unamortized actuarial losses due to ~~total segment operating~~the volume of lump sum benefit payments in one of our pension plans.

(e) Primarily reflects a benefit of $260 million to remeasure our United Kingdom (“U.K.”) net deferred income ~~in 2017 and 4% to total segment operating income in each of the years 2016 and 2015.~~

~~LOCAL MEDIA: The Local Media segment consists of~~ ~~CBS Television Stations~~ ~~and~~ ~~CBS Local Digital Media~~, with revenues generated primarily from advertising sales and retransmission fees. The Local Media segment contributed 12%, 14% and 12% to consolidated revenues in 2017, 2016, and 2015, respectively, and 18%, 22%, and 19% to total segment operating income in 2017, 2016, and 2015, respectively.

~~Consolidated Results of Operations—2017 vs. 2016~~

~~Revenues~~

Revenues by Type % of Total % of Total Increase/(Decrease)
Year Ended December 31, 2017 Revenues 2016 Revenues $ %
Advertising $ 5,753
42 % $ 6,288
48 % $ (535 ) (9 )%
Content licensing and distribution 3,952
29
3,673
28
279
8

Affiliate and subscription fees 3,758
27
2,978
22
780
26

Other 229
2
227
2
2
1

Total Revenues $ 13,692
100 % $ 13,166
100 % $ 526
4 %

~~Advertising~~

For 2017, the 9% decrease in advertising revenues primarily reflects the benefit to 2016 from CBS’s broadcast of the Super Bowl, which is broadcast on the CBS Television Network on a rotating basis with other networks. CBS’s most recent Super Bowl broadcast was in 2016 and the next broadcast will be in 2019. The decline also reflects the benefit in 2016 from record political advertising sales during the 2016 Presidential election cycle. Underlying CBS Television Network advertising declined 2% in 2017, mainlytax asset as a result of ~~lower ratings for~~ the ~~Company’s programming, which was partially offset by higher pricing. In addition, a majority~~enactment of the CBS Television Network’s upfront advertising sales (“Upfront”) for the 2017/2018 television broadcast season are measured based on a live-plus-seven day viewing window, which began to benefit the Company’s advertising revenuesan increase in the ~~fourth quarter~~U.K. corporate income tax rate from 19% to 25% beginning April 1, 2023, a benefit of ~~2017.~~

~~In 2018, advertising revenues will benefit from political advertising sales~~$229 million from the ~~U.S. midterm elections and the Company’s acquisition~~recognition of ~~Ten Network Holdings Limited (“Network Ten”)~~a capital loss associated with a change in the ~~fourth quarter~~tax entity classification of 2017. The CBS Television Network’s Upfront for the 2017/2018 television broadcast season, which runs from the middle of September 2017 through the middle of September 2018, concluded with increases in pricing compared with the prior broadcast season,a foreign subsidiary, as well as a ~~majority~~net tax benefit in connection with the settlement of ~~agreements being based on~~income tax audits.

(f) The weighted average number of common shares outstanding used in the calculation of reported diluted EPS from continuing operations was 655 million and in the calculation of adjusted diluted EPS from continuing operations was 646 million. These amounts differ because adjusted diluted EPS excludes the effect of the assumed conversion of our Mandatory Convertible Preferred Stock into shares of common stock since the impact would have been antidilutive. As a ~~live-plus-seven day viewing window, which are each expected to benefit advertising revenues~~result, in the calculation of adjusted diluted EPS, the weighted average number of diluted shares outstanding does not include the assumed issuance of shares upon conversion of preferred stock, and preferred stock dividends recorded during the ~~2017/2018 broadcast season (See page I-2 for a description~~year ended December 31, 2021 of ~~the Upfront market). The advertising comparison in the second half of 2018 will be negatively affected by the broadcast of five~~ ~~Thursday Night Football~~ games in 2017, which CBS will not broadcast in 2018. However, this will result in an improvement in the Company’s operating income margin. Overall advertising revenues for the Company will be dependent on ratings for its programming and market conditions, including demand in the scatter advertising$44 million are deducted from net earnings from continuing operations.

II-7

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)


	Year Ended December 31, 2020
	Earnings from Continuing Operations Before Income Taxes			Provision for Income Taxes			Net Earnings from Continuing Operations Attributable to Paramount			Diluted EPS from Continuing Operations
Reported (GAAP)		$	3,147		$	(535)		$	2,305		$	3.73
Items affecting comparability:
Restructuring and other corporate matters (a)		618			(133)			485			.79
Impairment charge (b)		25			(6)			19			.03
Depreciation of abandoned technology (c)		12			(3)			9			.01
Programming charges (d)		159			(39)			120			.20
Gain on dispositions (e)		(214)			31			(183)			(.30)
Net gains from investments (f)		(206)			50			(156)			(.25)
Loss on extinguishment of debt		126			(29)			97			.16
Discrete tax items (g)		—			(110)			(110)			(.18)
Impairment of equity-method investment, net of tax		—			—			9			.01
Adjusted (Non-GAAP)		$	3,667		$	(774)		$	2,595		$	4.20

~~market, which is when advertisers purchase~~(a) Comprised of charges of $542 million for restructuring, consisting of severance costs, the ~~remaining advertising spots closer~~impairment of lease assets and other exit costs; costs of $56 million incurred in connection with the Merger; and charges of $15 million to write down property and equipment that was classified as held for sale and $5 million for other corporate matters.

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

(c) Reflects accelerated depreciation for technology that was abandoned in connection with synergy plans related to the ~~broadcast~~Merger.

(d) Primarily related to the abandonment of certain incomplete programs resulting from production shutdowns related to the ~~related programming.~~coronavirus pandemic (“COVID-19”).

~~Content Licensing and Distribution~~(e) Reflects a gain on the sale of CNET Media Group (“CMG”).

~~Content licensing and distribution revenues are principally comprised~~(f) Primarily reflects an increase in the value of ~~fees~~our investment in fuboTV, Inc. (“fuboTV”), which was sold in the fourth quarter of 2020.

(g) Primarily reflects a benefit from the ~~licensing~~remeasurement of internally-produced television programming; fees from the distribution of third-party programming; and revenues from the publishing and distribution of consumer books. For 2017, the 8% increase in content licensing and distribution revenues reflected growth in both international and domestic licensing sales. The increase in domestic licensing sales was primarily driven by sales of ~~NCIS: New Orleans~~, ~~Madam Secretary~~ ~~and several titles from the~~ ~~CSI~~ ~~franchise. Internationally, the Company benefited from strong demand for its content during 2017, reflecting additional titles available for sale~~our U.K. net deferred income tax asset as a result of an increase in the ~~Company’s recent increased investment in internally-produced series.~~U.K. corporate income tax rate from 17% to 19% enacted during the third quarter of 2020.

~~Content licensing and distribution revenue comparisons~~Consolidated Results of Operations - 2022 vs. 2021

Revenues


Revenues by Type			% of Total					% of Total			Increase/(Decrease)
Year Ended December 31,	2022		Revenues			2021		Revenues			$		%
Advertising	$	10,890		36	%	$	11,412		40	%	$	(522)	(5)	%
Affiliate and subscription	11,551			38		10,442			36		1,109		11
Theatrical	1,223			4		241			1		982		407
Licensing and other	6,490			22		6,491			23		(1)		—
Total Revenues	$	30,154		100	%	$	28,586		100	%	$	1,568	5	%

Advertising

Advertising revenues are ~~impacted by fluctuations resulting~~generated primarily from the ~~timing~~sale of advertising spots on our global broadcast and cable networks, television stations, and streaming services. For 2022, the 5% decrease in advertising revenues principally reflects the rotational nature of the ~~availability of Company-owned television series for multiyear licensing agreements. Television license fee revenues are recognized at~~rights to broadcast the ~~beginning of the license period~~Super Bowl, which aired on CBS in which programs are made available to the licensee for exhibition. Unrecognized revenues attributable to signed license agreements for produced programming that is not yet available for exhibition were $670 million and $749 million at December 31, 2017 and 2016, respectively. The adoption of new Financial Accounting Standards Board (“FASB”) guidance on January 1, 2018, discussed below, increases the amount of unrecognized revenues attributable to license agreements for produced programming that is not yet available for exhibition to $1.33 billion. At December 31, 2017, the Company had approximately 650 episodes of scripted original programming that had not yet been made available in the secondary domestic marketplace (See page II-55 for a description of the secondary marketplace).

Total outstanding receivables attributable to revenues recognized under licensing agreements at December 31, 2017 and 2016 were $4.06 billion and $3.82 billion, respectively. At December 31, 2017, the total amount due from these receivables was $1.85 billion in 2018, $1.03 billion in 2019, $626 million in 2020, $327 million in 2021 ~~and $230 million in 2022 and thereafter.~~

~~Affiliate and Subscription Fees~~

Affiliate and subscription fees are principally comprised of revenues received from MVPDs for carriage of the Company’s cable networks (“cable affiliate fees”), as well as for authorizing the MVPDs’ carriage of the Company’s owned television stations (“retransmission fees”); fees received from television stations affiliated with the CBS Television Network (“station affiliation fees”); subscription fees for digital streaming services; fees received from third-party live television streaming offerings (“virtual MVPDs”); and revenues received for the distribution of pay-per-view boxing events. For 2017, the 26% increase in affiliate and subscription fees reflects revenues from Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event, which contributed nine points of the growth. Underlying affiliate and subscription fee revenues increased 17%, led by 27% growth in station affiliation fees and retransmission fees, and 98% growth from digital initiatives, including the Company’s owned streaming subscription services, ~~CBS All Access~~ ~~and the~~ ~~Showtime~~ ~~digital streaming subscription offering, and virtual MVPDs.~~

Over the next few years, the Company expects to benefit from the renewal of several of its agreements with station affiliates and MVPDs as well as from agreements with new distributors of live television streaming offerings. In addition, the Company’s existing agreements with station affiliates and MVPDs include annual contractual increases. Together, these factors are expected to result in continued growth in affiliate and subscription fees over the next several years.

II-8

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Adoption of New Revenue Recognition Guidance~~

During the first quarter of 2018, the Company will adopt new FASB guidance on the recognition of revenues which will impact the comparability of revenues during 2018. The adoption of this guidance will resultbut another network in changes to the Company’s revenue recognition policies primarily relating to two areas of its content licensing and distribution operations. First, revenues from certain distribution arrangements of third-party content will be recognized based on the gross amount of consideration received by the Company, with2022, resulting in a participation expense recognized for the fees paid to the third party. Under current accounting guidance, such revenues are recognized at the net amount retained by the Company after the payment of fees to the third party. This accounting change if adopted in 2017 would have increased 2017 revenues by approximately $275 million, with no impact on operating income. Second, revenues associated with the extension of an existing licensing arrangement, which are currently recognized upon the execution of such extension, will be recognized at a later date once the extension period begins. This change will result in quarterly fluctuations in the Company’s results; however, it is not expected to have a materialnegative impact on the ~~Company’s operating income~~advertising comparison of 4 percentage points. The advertising revenue comparison also includes a negative impact of 2 percentage points from unfavorable foreign exchange rate changes.

Affiliate and Subscription

Affiliate and subscription revenues are principally comprised of fees received from multichannel video programming distributors (“MVPDs”) and third-party live television streaming services (“virtual MVPDs” or “vMVPDs”) for carriage of our cable networks (cable affiliate fees) and our owned television stations (retransmission fees), fees received from television stations for their affiliation with the CBS Television Network (“reverse compensation”), and subscription fees for our streaming services. For 2022, affiliate and subscription revenues increased 11% driven by growth in subscribers for our streaming services of 21.2 million, or 38%, to 77.3 million at December 31, 2022 from 56.1 million at December 31, 2021, led by an increase of 23.1 million for Paramount+ to 55.9 million at December 31, 2022. The increase was partially offset by lower affiliate fees for our linear networks.

Theatrical

Theatrical revenues are principally earned from the worldwide theatrical distribution of films through audience ticket sales. For 2022, theatrical revenues increased $982 million driven by the success of our 2022 releases, led by Top Gun: Maverick, as well as Sonic the Hedgehog 2, Smile and The Lost City. We had fewer theatrical releases in 2021, due to the impacts from COVID-19 on ~~an annual~~movie theaters and film production. Releases in 2021 included A Quiet Place Part II and PAW Patrol: The Movie.

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 include the viewing of our content on a transactional basis ~~since~~through transactional video-on-demand (TVOD) and electronic sell-through services and the sale and distribution of our content through DVDs and Blu-ray discs to wholesale and retail partners; fees from the use of our trademarks and brands for consumer products, recreation and live events; and revenues from ~~extensions executed each year approximate revenues from extensions for which~~ the ~~license period has begun. The Company will apply the modified retrospective method for the adoption~~rental of ~~this guidance~~production facilities. Licensing and ~~therefore~~other revenues for ~~reporting periods prior to 2018 will not be affected.~~2022 of $6.49 billion remained flat compared with 2021.

~~International Revenues~~

~~For 2017, international revenues increased 9% primarily as a result of higher television licensing sales. The Company generated approximately 15%~~ ~~and~~ 14% of its total revenues from international regions in 2017 and 2016, respectively. In 2018, international revenues are expected to increase compared to the prior year as a result of the Company’s acquisition of Network Ten in the fourth quarter of 2017.

% of % of
Year Ended December 31, 2017 International 2016 International
United Kingdom $ 300
15 % $ 279
15 %
Other Europe 735
37
717
39

Canada 279
14
256
14

Asia 210
10
190
10

Australia 166
8
167
9

Other 327
16
240
13

Total International Revenues $ 2,017
100 % $ 1,849
100 %

Operating Expenses


			% of					% of
Operating Expenses by Type			Operating					Operating			Increase/(Decrease)
Year Ended December 31,	2022		Expenses			2021		Expenses			$		%
Content costs	$	15,980		81	%	$	14,703		83	%	$	1,277	9	%

Distribution and other	3,865			19		3,041			17		824		27
Total Operating Expenses	$	19,845		100	%	$	17,744		100	%	$	2,101	12	%

% of % of
Operating Expenses by Type Operating Operating Increase/(Decrease)
Year Ended December 31, 2017 Expenses 2016 Expenses $ %
Programming $ 3,156
37 % $ 2,941
37 % $ 215
7 %
Production 2,873
34
2,658
34
215
8

Participation, distribution and
royalty
1,050
13
1,058
13
(8 ) (1 )
Other 1,359
16
1,299
16
60
5

Total Operating Expenses $ 8,438
100 % $ 7,956
100 % $ 482
6 %
Content Costs

~~Programming~~

~~Programming expenses reflect~~Content costs include the amortization of costs of internally-produced television and theatrical film content; amortization of acquired ~~programs exhibited on~~program rights; other television ~~broadcast~~production costs, including on-air talent; and ~~cable networks,~~participation and ~~television stations. For 2017, the 7% increase~~residuals expenses, which reflect amounts owed to talent and other participants in ~~programming expenses was driven by costs associated with Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event; CBS’s broadcast of the semifinals~~our content pursuant to contractual and ~~finals of the NCAA Tournament, and an increased investment in cable programming. Costs in 2016 associated with CBS’s broadcast of~~ ~~Super Bowl 50~~ ~~partially offset these increases.~~collective bargaining arrangements.

II-9

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Production~~

~~Production expenses reflect the amortization of direct~~For 2022, content costs ~~of internally-developed television and theatrical film content as well as other television production costs, including on-air talent. For 2017, the 8% increase in production expenses reflected an~~ increased 9% reflecting investment in ~~internally-developed television series~~content for our streaming services and higher costs associated with theatrical releases, partially offset by costs in 2021 from CBS’ broadcast of the ~~increase~~Super Bowl.

In January 2023, we announced that we will be fully integrating Showtime into Paramount+ across both streaming and linear platforms later in ~~television licensing revenues.~~

~~Participation, Distribution~~2023. In connection with this plan, we have undertaken a comprehensive strategic review of the combined content portfolio of Showtime and ~~Royalty~~

~~Participation, distribution~~Paramount+. At the same time, we are rationalizing and ~~royalty costs primarily include participation~~right-sizing our international operations to align with our streaming strategy, and ~~residual expenses for television programming, royalty costs for Publishing content and other distribution expenses incurred with respect~~closing or globalizing certain of our international channels. We plan to ~~television content, such as print and advertising. For 2017, the 1%decrease~~complete this review in ~~participation, distribution and royalty costs was primarily driven by the mix of titles sold under television licensing arrangements.~~

~~During~~ the first quarter of ~~2018, the Company will adopt new FASB guidance on the recognition of revenues~~2023 and abandon or remove from our platforms certain content, which will result in ~~changes to~~charges for the ~~Company’s revenue recognition policies relating to certain distribution arrangements~~impairment or abandonment of ~~third-party content. Beginning in 2018, these revenues~~the affected content, which we estimate will be ~~recognized based on the gross amount of consideration received by the Company for such sale, with an associated participation expense recognized for the fees paid~~approximately $1.3 billion to the third party. Under current accounting guidance, such revenues are recognized at the net amount retained by the Company after the payment of participations to the third party. This accounting change if adopted in 2017 would have increased 2017 participation, distribution$1.5 billion.

Distribution and ~~royalty expenses by approximately $275 million, with a corresponding increase in revenues.~~

Other

~~Other~~Distribution and other operating expenses primarily include ~~compensation~~costs relating to the distribution of our content, including print and advertising for theatrical releases and costs for third-party distribution; compensation; revenue-sharing costs to television stations affiliated with the CBS Television Network; and other ancillary and overhead costs associated with ~~book sales, including printing~~our operations.

For 2022, distribution and ~~warehousing. For 2017, the 5% increase in~~ other ~~operating~~ expenses ~~mainly reflected~~increased 27% primarily reflecting higher ~~compensation~~ costs associated with theatrical content as well as the ~~Company’s~~ growth ~~initiatives~~of our streaming services, including costs for third-party distribution and ~~increased costs resulting from a higher volume~~to support the international expansion of ~~book sales.~~our streaming services.

Selling, General and Administrative Expenses


			% of					% of			Increase/(Decrease)									Increase/(Decrease)
Year Ended December 31,	2017		Revenues			2016		Revenues			$		%		Year Ended December 31,	2022		2021		$		%
Selling, general and administrative expenses	$	2,212		16	%	$	2,124		16	%	$	88	4	%	Selling, general and administrative expenses	$	7,033	$	6,398	$	635	10	%

Selling, general and administrative (“SG&A”) expenses include ~~expenses~~costs incurred for ~~selling and~~advertising, marketing, ~~costs,~~ occupancy, professional service fees, and back office ~~support.~~support, including employee compensation and technology. The 4%10% increase in SG&A expenses ~~primarily reflected higher~~in 2022 was driven by advertising, marketing and ~~marketing costs, mainly~~other cost increases to support the ~~Company’s~~ growth ~~initiatives. During the first quarter~~and expansion of 2018, the Company will adopt new FASB guidance on the presentation of net periodic pension and postretirement benefit cost (“net benefit cost”) which requires that the components of net benefit cost other than service cost be presented in the statement of operations separately from the service cost component and below the subtotal of operating income. As a result of the adoption of this guidance, the Company’s SG&A expenses for 2017 and 2016 will decrease by $89 million and $72 million, respectively. (See Note 15 to the consolidated financial statements.)our streaming services.

Depreciation and Amortization


					Increase/(Decrease)
Year Ended December 31,	2022		2021		$		%
Depreciation and amortization	$	405	$	390	$	15	4	%

Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
Depreciation and amortization $ 223
$ 225
$ (2 ) (1 )%
Depreciation and amortization expense reflects depreciation of fixed assets, including equipment under finance leases, amortization of finite-lived intangible assets, and impairment of fixed and intangible assets, when applicable. For 2022, amortization expense included an impairment charge of $27 million in the TV Media segment to write down the carrying values of FCC licenses in two markets to their estimated fair values. The impairment charge was the result of a higher discount rate utilized in our annual impairment tests, reflecting the impacts of market volatility and higher interest rates.

II-10

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Pension Settlement Charges~~Restructuring and Other Corporate Matters

During the years ended December 31, 2022 and 2021, we recorded the following costs associated with restructuring and other corporate matters.


Year Ended December 31,	2022		2021
Severance (a)	$	260	$	65
Lease impairments and other exit costs	68		35
Restructuring charges	328		100

Other corporate matters	257		—
Restructuring and other corporate matters	$	585	$	100

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

Since the Merger, we have implemented a series of initiatives designed to integrate and transform our operations, including changes in our management structure, some of which resulted in changes to our operating segments (see Segments). These initiatives led to restructuring actions, and as a result, we recorded restructuring charges of $260 million and $65 million during the years ended December 31, 2022 and 2021, respectively, for severance associated with the elimination of positions and changes in management. In 2022, the actions giving rise to the restructuring charges are primarily associated with our segment realignment, our plan to integrate Showtime into Paramount+ across both streaming and linear platforms, and restructuring of our international operations. In addition, since the Merger we have been consolidating our real estate portfolio to reduce our real estate footprint and create cost synergies. In connection with this consolidation, we identified lease assets that we determined we would not use and instead sublease or terminate early, which resulted in lease impairment charges of $68 million and $35 million for the years ended December 31, 2022 and 2021, respectively.

Additionally, in 2022, we recorded charges for other corporate matters of $257 million, consisting of $211 million associated with litigation described under Legal Matters—Stockholder Matters and $46 million recorded following Russia’s invasion of Ukraine in the first quarter of 2022, principally to reserve against amounts due from counterparties in Russia, Belarus and Ukraine.

Net Gain on Dispositions

During 2022, we recorded a gain of $41 million relating to the contribution of certain assets of Paramount+ in the Nordics to SkyShowtime. Also in 2022, we recorded gains on dispositions totaling $15 million, comprised of 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.

During 2021, we completed the sale of 51 West 52nd Street to Harbor Group International, LLC, for $760 million. This transaction resulted in a gain during the fourth quarter of ~~2017,~~2021 of $523 million.

Also in 2021, we completed the ~~Company purchased~~sale of CBS Studio Center to Hackman Capital Partners, LLC and Square Mile Capital Management, LLC for $1.85 billion. This transaction resulted in a group annuity contract under which an insurance company has permanently assumed the Company’s obligation to pay and administer pension benefits to certain of the Company’s pension plan participants, or their designated beneficiaries, who had been receiving pension benefits. The purchase of this group annuity contract was funded with pension plan assets. As a result, the Company’s outstanding pension benefit obligation was reduced by approximately $800 million, representing approximately 20% of the total obligations of the Company’s qualified pension plans. In connection with this transaction, the Company recorded a settlement charge of $352 million ingain during the fourth quarter of ~~2017, reflecting~~2021 of $1.70 billion.

In addition, during 2021 we recognized a net gain of $117 million, principally relating to the ~~accelerated recognition~~sale of a ~~portion of unamortized actuarial losses in the plan. Additionally, during 2017, the Company made discretionary contributions totaling $600 million to prefund its qualified pension plans.~~noncore trademark licensing operation.

During 2016, the Company offered eligible former employees who had not yet initiated pension benefit payments the option to make a one-time election to receive the present value of their pension benefits as a lump-sum distribution or to commence an immediate monthly annuity benefit. As a result, the Company paid a total of $518 million of lump-sum distributions in 2016 using its pension plan assets, representing 12% of the total obligations of its qualified pension plans. Accordingly, the Company recorded a settlement charge of $211 million reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

~~Restructuring and Merger and Acquisition-Related Costs~~

During the year ended December 31, 2017, in a continued effort to reduce its cost structure, the Company initiated restructuring plans across several of its businesses, primarily for the reorganization of certain business operations. As a result, the Company recorded restructuring charges of $63 million, reflecting $54 million of severance costs and $9 million of costs associated with exiting contractual obligations and other related costs. These restructuring activities are expected to reduce the Company’s annual cost structure by approximately $50 million.

During the year ended December 31, 2016, the Company recorded restructuring charges of $30 million, reflecting $19 million of severance costs and $11 million of costs associated with exiting contractual obligations and other related costs. During the year ended December 31, 2015, the Company recorded restructuring charges of $45 million, reflecting $24 million of severance costs and $21 million of costs associated with exiting contractual obligations and other related costs.

As of December 31, 2017, the cumulative settlements for the 2017, 2016, and 2015 restructuring charges were $68 million, of which $45 million was for severance costs and $23 million related to costs associated with exiting contractual obligations and other related costs. The Company expects to substantially utilize its restructuring reserves by the end of 2018.

II-11

Balance at 2017 2017 Balance at
December 31, 2016 Charges Settlements December 31, 2017
Entertainment $ 20
$ 44
$ (18 ) $ 46

Cable Networks 4
—
(3 ) 1

Publishing 1
5
(3 ) 3

Local Media 12
12
(7 ) 17

Corporate 2
2
(1 ) 3

Total $ 39
$ 63
$ (32 ) $ 70

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Balance at 2016 2016 Balance at
December 31, 2015 Charges Settlements December 31, 2016
Entertainment $ 19
$ 16
$ (15 ) $ 20

Cable Networks —
4
—
4

Publishing —
1
—
1

Local Media 11
6
(5 ) 12

Corporate 1
3
(2 ) 2

Total $ 31
$ 30
$ (22 ) $ 39

~~In 2016, the Company incurred professional fees of $8 million associated with merger and acquisition-related activities.~~

~~Other Operating Items, Net~~

For 2017, other operating items, net reflected a net gain relating to the disposition of property and equipment. For 2016, other operating items, net included a gain from the disposition of an internet business in China and a multiyear, retroactive impact of a new operating tax.

Interest Expense and Interest Income


							Increase/(Decrease)									Increase/(Decrease)
Year Ended December 31,	2017			2016			$		%		Year Ended December 31,	2022		2021		$		%
Interest expense	$	(457	)	$	(411	)	$	46	11	%	Interest expense	$	931	$	986	$	(55)	(6)	%
Interest income	$	64		$	32		$	32	100	%	Interest income	$	108	$	53	$	55	104	%

The following table presents ~~the Company’s~~our outstanding debt balances, excluding ~~capital~~finance leases, ~~and discontinued operations debt,~~ and the weighted average interest rate as of December 31, ~~2017~~2022 and ~~2016:~~2021:


			Weighted Average					Weighted Average
At December 31,	2022		Interest Rate			2021		Interest Rate
Total long-term debt	$	15,781		5.13	%	$	17,658		4.93	%

Other bank borrowings	$	55		7.09	%	$	35		3.50	%

Weighted Average Weighted Average
At December 31, 2017 Interest Rate 2016 Interest Rate
Total long-term debt $ 9,426
4.26 % $ 8,850
4.47 %
Commercial paper $ 679
1.88 % $ 450
0.98 %
Net Gains (Losses) from Investments


					Increase/(Decrease)
Year Ended December 31,	2022		2021		$		%
Net gains (losses) from investments	$	(9)	$	47	$	(56)	(119)	%

Net gains (losses) from investment for 2022 includes a loss of $4 million on the sale of a 37.5% interest in The CW, which is principally comprised of transaction costs, and a $5 million impairment of an investment that was sold during the fourth quarter of 2022. Net gains (losses) from investments for 2021 primarily includes a gain of $37 million on the sale of an investment and a gain of $9 million from an increase in the fair value of a marketable security that was sold during the third quarter of 2021.

Loss on ~~Early~~ Extinguishment of Debt

For ~~2017, the loss~~2022 and 2021, we recorded losses on ~~early~~ extinguishment of debt of ~~$49~~$120 million ~~reflected a pretax loss~~and $128 million, respectively, associated with the early redemption of ~~the Company’s $500 million outstanding 5.75% senior notes due April 2020~~long-term debt of $2.91 billion in 2022 and ~~the Company’s $300 million outstanding 4.625% senior notes due May 2018.~~$1.99 billion in 2021.

Other Items, Net

The following table presents the components of Other items, ~~net for 2017 and 2016 primarily consisted~~net.


Year Ended December 31,	2022		2021
Pension and postretirement benefit costs	$	(65)	$	(43)
Foreign exchange losses	(58)		(26)
Pension settlement charge (a)	—		(10)
Other	(1)		2
Other items, net	$	(124)	$	(77)

(a) Reflects the accelerated recognition of ~~foreign exchange gains and~~a portion of the unamortized actuarial losses ~~and for 2017, also included write-downs~~due to the volume of ~~cost investments to their fair value.~~

~~Management’s Discussion and Analysis~~lump sum benefit payments in one of

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

our pension plans.

Provision for Income Taxes

The provision for income taxes represents federal, state and local, and foreign taxes on earnings from continuing operations before income taxes and equity in loss of investee companies.

Year Ended December 31, 2017 2016 Increase/(Decrease)
Provision for income taxes, including interest and before other
discrete items

$ (565 ) $ (686 ) (18 )%
Excess tax benefits from stock-based compensation ^(a)
44
—

Other discrete items ^(b)
17
58

Federal tax reform ^(c)
(129 ) —

Provision for income taxes $ (633 ) $ (628 ) 1 %
Effective income tax rate 32.0 % 28.2 %

(a) Reflects excess tax benefits associated with the exercise of stock options and vesting of RSUs. During the first quarter of 2017, the Company adopted FASB guidance which requires that the difference between the tax benefit from stock-based compensation expense and the deduction on the tax return be recognized within the income tax provision on the statement of operations. Previously, such difference was recognized in stockholders’ equity on the balance sheet. This difference occurs because stock-based compensation expense is determined based on the grant-date fair value of the award, whereas the tax deduction is based on the fair value on the date the stock option is exercised or the RSU vests. This guidance requires the income statement classification to be applied prospectively, and therefore, excess tax benefits for prior periods remain classified in stockholders’ equity.

~~(b)~~ For the year ended December 31, 2017, primarily reflects tax benefits from the resolution of certain state income tax matters. For the year ended December 31, 2016, primarily reflects a one-time tax benefit of $47 million associated with a multiyear adjustment to a tax deduction, which was approved by the IRS during the third quarter of 2016.

~~(c) Reflects the impact of the enactment of the Tax Reform Act in December 2017. As a result of this tax law, the Company~~2022, we recorded a ~~net provisional charge~~provision for income taxes of ~~$129~~$227 million, ~~for the year ended December 31, 2017,~~ reflecting an estimated tax impact of $407 million on the Company’s historical accumulated foreign earnings and profits, partially offset by an estimated benefit of $278 million to adjust the Company’s deferred income tax balances as a result of the reduction in the federal corporate income tax rate from 35% to 21%.

~~For 2018, the Company’s annual~~ effective income tax rate ~~is expected to be approximately 24% before any potential discrete items, including the tax impacts from stock-based compensation. This rate reflects a reduction~~of 17.9%. Included in the ~~federal corporate income tax rate to 21% beginning in 2018 as a result of the enactment of the Tax Reform Act.~~

~~Equity in Loss of Investee Companies, Net of Tax~~

~~The following table presents equity in earnings (loss) of investee companies~~provision for ~~the Company’s domestic and international equity investments.~~

II-12

Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
Domestic $ (61 ) $ (67 ) $ 6
9 %
International 2
(8 ) 10
125 %
Tax benefit 22
25
(3 ) (12 )
Equity in loss of investee companies, net of tax $ (37 ) $ (50 ) $ 13
26 %

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

income taxes was a net discrete tax benefit of $80 million, primarily resulting from the transfer of intangible assets between our subsidiaries in connection with a reorganization of our international operations. This net discrete tax benefit, together with a net tax benefit of $159 million on the items identified as affecting comparability in Reconciliation of Non-GAAP Measures, which primarily consist of restructuring and other corporate matters, reduced our effective income tax rate by 6.0 percentage points.

For 2021, we recorded a provision for income taxes of $646 million, reflecting an effective income tax rate of 12.4%. Included in the provision for income taxes was a net discrete tax benefit of $517 million, which includes a benefit of $260 million to remeasure our U.K. net deferred income tax asset as a result of the enactment during the second quarter of 2021 of an increase in the U.K. corporate income tax rate from 19% to 25% beginning April 1, 2023, a benefit of $229 million from the recognition of a capital loss associated with a change in the tax entity classification of a foreign subsidiary, as well as a net tax benefit in connection with the settlement of income tax audits. The net discrete tax benefit of $517 million, together with a net tax provision of $546 million on the items identified as affecting comparability in Reconciliation of Non-GAAP Measures, which principally include net gains on dispositions, reduced our effective income tax rate by 7.8 percentage points.

Equity in Loss of Investee Companies, Net of Tax

The following table presents equity in loss of investee companies for our equity-method investments.


					Increase/(Decrease)
Year Ended December 31,	2022		2021		$		%
Equity in loss of investee companies	$	(237)	$	(140)	$	(97)	(69)	%
Tax benefit	33		49		(16)		(33)
Equity in loss of investee companies, net of tax	$	(204)	$	(91)	$	(113)	(124)	%

For ~~2016,~~2022, the increase in equity in loss of investee companies, net of tax ~~included $10~~was driven by our investment in SkyShowtime.

For 2021, equity in loss of investee companies, net of tax includes an impairment charge of $34 million ~~for the write-down of an international~~relating to a television joint ~~venture to its fair value.~~venture.

Net Earnings from Continuing Operations Attributable to Paramount and Diluted EPS from Continuing Operations Attributable to Paramount

Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
Net earnings from continuing operations $ 1,309
$ 1,552
$ (243 ) (16 )%
Diluted EPS from continuing operations $ 3.22
$ 3.46
$ (.24 ) (7 )%


					Increase/(Decrease)
Year Ended December 31,	2022		2021		$		%
Net earnings from continuing operations attributable to Paramount	$	725	$	4,381	$	(3,656)	(83)	%
Diluted EPS from continuing operations attributable to Paramount	$	1.03	$	6.69	$	(5.66)	(85)	%

For ~~2017, the decreases in~~2022, net earnings from continuing operations attributable to Paramount and diluted EPS from continuing operations ~~of 16%~~decreased 83% and 7%85%, respectively, ~~were~~ driven by ~~pension settlement charges of $352 million ($237 million,~~the decrease in operating income, including the comparison to net ~~of tax);~~gains on dispositions totaling $2.34 billion in 2017 compared with $211 million ($130 million, net of tax) in 2016; a provisional charge of $129 million from the enactment of the Tax Reform Act in December 2017; and a charge of $49 million ($31 million, net of tax) from the early extinguishment of debt. Diluted EPS from continuing operations benefited from lower weighted average shares outstanding as a result of the Company’s share repurchases and the shares retired as a result of the split-off of CBS Radio during the fourth quarter of 2017.

~~Net Loss from Discontinued Operations~~

On February 2, 2017, the Company entered into an agreement with Entercom to combine the Company’s radio business, CBS Radio, with Entercom in a merger effected through a Reverse Morris Trust transaction, which was tax-free to CBS Corp. and its stockholders. Beginning in the fourth quarter of 2016, CBS Radio has been presented as a discontinued operation in the consolidated financial statements for all periods presented.

~~During the fourth quarter of 2017, upon closing of the transaction, the Company recorded a net loss of $105 million calculated as follows:~~2021.

II-13

Fair value of CBS Corp. Class B Common Stock accepted
(17,854,689 shares at $56.40 per share on November 16, 2017) $ 1,007
Carrying value of CBS Radio ^(a)
(1,112 )
Net loss on split-off of CBS Radio $ (105 )

~~(a) Net of a market value adjustment of $980 million recorded prior to the split-off.~~

~~The split-off was a tax-free transaction and therefore, there is no tax impact on the loss.~~

In connection with the Company’s plan to dispose of CBS Radio, in October 2016, CBS Radio borrowed $1.46 billion through a $1.06 billion senior secured term loan due 2023 and the issuance of $400 million of 7.25% senior unsecured notes due 2024 through a private placement.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Net Earnings from Discontinued Operations

In November 2020, we entered into an agreement to sell our publishing business, Simon & Schuster, which was previously reported as the Publishing segment, to Penguin Random House LLC (“Penguin Random House”), a wholly owned subsidiary of Bertelsmann SE & Co. KGaA. As a result, we began presenting Simon & Schuster as a discontinued operation in our consolidated financial statements for the fourth quarter of 2020. In November 2021, the U.S. Department of Justice (the “DOJ”) filed suit in the United States District Court for the District of Columbia to block the sale and in October 2022 the Court ruled in favor of the DOJ. In November 2022, we terminated the agreement and in accordance with its terms, subsequently received a $200 million termination fee (see Legal Matters). Simon & Schuster remains a noncore asset as it does not fit strategically within our video-based portfolio. We expect to enter into a new agreement to sell Simon & Schuster in 2023. Assuming that we do so, closing would be subject to closing conditions that would include regulatory approval. Simon & Schuster continues to be presented as a discontinued operation for all periods presented.

The following tables set forth details of net earnings ~~(loss)~~ from discontinued operations for the years ended December 31, ~~2017~~2022 and ~~2016.~~2021.


Year Ended December 31, 2022	Simon & Schuster			Other (a)		Total
Revenues		$	1,177	$	—	$	1,177
Costs and expenses:
Operating		746		(30)		716
Selling, general and administrative		180		—		180

Restructuring charges		3		—		3
Total costs and expenses		929		(30)		899
Operating income		248		30		278
Termination fee, net of advisory fees		190		—		190
Other items, net		(12)		—		(12)
Earnings from discontinued operations		426		30		456
Income tax provision		(70)		(7)		(77)
Net earnings from discontinued operations, net of tax		$	356	$	23	$	379


Year Ended December 31, 2021	Simon & Schuster			Other (a)		Total
Revenues		$	993	$	—	$	993
Costs and expenses:
Operating		618		(16)		602
Selling, general and administrative		158		—		158
Depreciation and amortization		3		—		3
Restructuring charges		1		—		1
Total costs and expenses		780		(16)		764
Operating income		213		16		229
Other items, net		(10)		—		(10)
Earnings from discontinued operations		203		16		219
Income tax provision		(46)		(11)		(57)
Net earnings from discontinued operations, net of tax		$	157	$	5	$	162

(a) ~~During 2017, prior~~Primarily relates to the split-off, CBS Radio was measured each reporting period, beginning with the first quarter of 2017, at the lower of its carrying amount or fair value less cost to sell. The value of the transaction with Entercom was determined based on Entercom’s stock price at the closing of the transaction and therefore, the carrying value of CBS Radio was measured at the value indicated by the stock valuation of Entercom. As a result, the Company recorded a market value adjustment of $980 million during the nine months ended September 30, 2017 to adjust the carrying value of CBS Radio as follows:

First Quarter 2017 $ (715 )
Second Quarter 2017 (365 )
Third Quarter 2017 100
$ (980 )

~~(b) Reflects restructuring charges~~indemnification obligations for leases associated with the ~~reorganization~~previously discontinued operations of ~~certain business operations, including severance costs and costs associated with exiting contractual obligations.~~

~~(c) Reflects a tax benefit from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business that was accounted for as a discontinued operation.~~

(d) Reflects adjustments to the loss on disposal of the Company’s outdoor advertising businesses, primarily from a decrease to the guarantee liability associated with the 2013 disposal of the Company’s outdoor advertising business in EuropeFamous Players Inc. (“~~Outdoor Europe”~~Famous Players”).

II-14

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~(a) Reflects restructuring charges associated with the reorganization of certain business operations, including severance costs and costs associated with exiting contractual obligations.~~

~~(b) Reflects a charge from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business that was accounted for as a discontinued operation.~~

The results of CBS Radio for 2016 included a pretax noncash impairment charge of $444 million ($427 million, net of tax) to reduce the carrying value of CBS Radio’s goodwill and FCC licenses in 11 markets to their fair value.

~~Net Earnings and Diluted EPS~~

Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
Net earnings $ 357
$ 1,261
$ (904 ) (72 )%
Diluted EPS $ .88
$ 2.81
$ (1.93 ) (69 )%

Consolidated Results of Operations— ~~2016~~2021 vs. ~~2015~~2020

Revenues


Revenues by Type			% of Total					% of Total			Increase/(Decrease)					Revenues by Type			% of Total					% of Total			Increase/(Decrease)
Year Ended December 31,	2016		Revenues			2015		Revenues			$			%		Year Ended December 31,	2021		Revenues			2020		Revenues			$		%
Advertising	$	6,288		48	%	$	5,824		46	%	$	464		8	%	Advertising	$	11,412		40	%	$	9,751		39	%	$	1,661	17	%
Content licensing and distribution	3,673			28		3,903			31		(230		)	(6	)
Affiliate and subscription fees	2,978			22		2,724			21		254			9
Other	227			2		220			2		7			3
Affiliate and subscription																Affiliate and subscription	10,442			36		9,166			36		1,276		14
Theatrical																Theatrical	241			1		180			1		61		34
Licensing and other																Licensing and other	6,491			23		6,188			24		303		5
Total Revenues	$	13,166		100	%	$	12,671		100	%	$	495		4	%	Total Revenues	$	28,586		100	%	$	25,285		100	%	$	3,301	13	%

Advertising

For ~~2016,~~2021, the 8%17% increase in advertising revenues was driven by ~~CBS’s~~the benefit in 2021 from CBS’ broadcasts of Super Bowl LV and NCAA Division I Men’s Basketball Championship (the “NCAA Tournament”) games for which there were no comparable broadcasts on CBS in 2020 and higher advertising for Pluto TV and Paramount+. We have the rights to broadcast of the Super Bowl ~~which is broadcast on~~and the ~~CBS Television Network~~national semi-finals and championship games of the NCAA Tournament on a ~~rotating~~rotational basis with other ~~networks; higher political~~networks, including in 2021. Additionally, while we share the games in the preceding rounds of the NCAA Tournament with Turner Broadcasting System, Inc. (“Turner”) each year, COVID-19 caused the cancellation of the NCAA Tournament in 2020. These noncomparable sporting events contributed 8 percentage points of the advertising ~~sales; and 3%~~revenue increase for 2021. The advertising revenue growth ~~in underlying network advertising. The increase in network advertising reflects~~also reflected higher pricing ~~including from increased~~and demand compared with 2020, which was negatively impacted by COVID-19. These increases were partially offset by lower ~~ratings,~~linear impressions for our domestic networks and lower political advertising sales, reflecting the benefit to 2020 from the U.S. Presidential election.

Affiliate and Subscription

For 2021, affiliate and subscription revenues increased 14% driven by growth in subscribers for our streaming services of 26.2 million to 56.1 million at December 31, 2021 from 29.9 million at December 31, 2020, led by an increase of 21.1 million for Paramount+ to 32.8 million at December 31, 2021. The increase also reflects higher affiliate fees for our linear networks, driven by rate increases, the launch of our basic cable networks in June 2020 and April 2021 on two vMVPDs, growth in reverse compensation, and higher revenues from pay-per-view boxing events, partially offset by the impact from subscriber declines.

Theatrical

For 2021, the 34% increase in theatrical revenues reflects the benefit from 2021 releases including A Quiet Place Part II and PAW Patrol: The Movie, while 2020 was impacted by the closure or reduced capacity of movie theaters in response to COVID-19, following the release of Sonic the Hedgehog in the first quarter of 2020, and throughout the remainder of the year.

Licensing and Other

For 2021, licensing and other revenues increased 5%, reflecting a higher volume of licensing, including from the ~~broadcast~~timing of ~~NFL games.~~

program availabilities as a result of production shutdowns in 2020 because of COVID-19, and increased licensing for consumer products. These increases were partially offset by the benefit to 2020 from the licensing of the domestic streaming rights to South Park.

II-15

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Content Licensing and Distribution~~

~~For 2016, the 6%decrease in content licensing and distribution revenues primarily reflected lower domestic television licensing revenues compared with 2015, which included sales of~~ ~~NCIS,Elementary~~ ~~and~~ ~~CSI. A significant contributor to television licensing revenues in 2016 was the international licensing of five~~ ~~Star Trek~~ ~~series.~~

~~Affiliate and Subscription Fees~~

For 2016, the 9% increase in affiliate and subscription fees reflected 35% growth in station affiliation fees and retransmission fees, and revenues from the Company’s streaming subscription services, including ~~CBS All Access~~ ~~and the~~ ~~Showtime~~ ~~digital streaming subscription offering. These increases were partially offset by the benefit to 2015 from Showtime Networks’ distribution of the Floyd Mayweather/Manny Pacquiao boxing event.~~

~~International Revenues~~

~~International revenues primarily consist of television licensing revenues. The Company generated approximately 14%~~ ~~and 16%~~ ~~of its total revenues from international regions in 2016 and 2015, respectively.~~

% of % of
Year Ended December 31, 2016 International 2015 International
United Kingdom $ 279
15 % $ 345
17 %
Other Europe 717
39
691
35

Canada 256
14
286
14

Asia 190
10
236
12

Other 407
22
446
22

Total International Revenues $ 1,849
100 % $ 2,004
100 %

Operating Expenses


			% of					% of
Operating Expenses by Type			Operating					Operating			Increase/(Decrease)
Year Ended December 31,	2021		Expense			2020		Expense			$		%
Content costs	$	14,703		83	%	$	11,933		80	%	$	2,770	23	%
Programming charges	—			—		159			1		(159)		n/m
Distribution and other	3,041			17		2,900			19		141		5
Total Operating Expenses	$	17,744		100	%	$	14,992		100	%	$	2,752	18	%

% of Total % of Total
Operating Expenses by Type Operating Operating Increase/(Decrease)
Year Ended December 31, 2016 Expense 2015 Expense $ %
Programming $ 2,941
37 % $ 2,892
37 % $ 49
2 %
Production 2,658
34
2,604
33
54
2

Participation, distribution and
royalty
1,058
13
1,109
14
(51 ) (5 )
Other 1,299
16
1,306
16
(7 ) (1 )
Total Operating Expenses $ 7,956
100 % $ 7,911
100 % $ 45
1 %
n/m - not meaningful

~~Programming~~Content Costs

For ~~2016,~~2021, the 2%23% increase in ~~programming~~production expenses was primarily ~~driven~~a result of an increased investment in content for our streaming services; the timing of production, as 2020 was impacted by ~~increased sports programming costs associated with the broadcast of NFL games, including~~ ~~Super Bowl 50,~~ ~~which was broadcast by CBS in 2016, partially offset by three fewer~~ ~~Thursday Night Football~~ games than 2015. This increase was partially offset by costs in 2015 associated with Showtime Networks’ distribution of the Floyd Mayweather/Manny Pacquiao pay-per-view boxing event and lower costs for acquired television seriesshutdowns as a result of ~~a shift to a~~COVID-19; higher sports programming costs, principally associated with noncomparable sporting events; and higher costs associated with increased licensing revenues and the mix of ~~internally developed television series.~~titles licensed in each year.

~~Production~~Programming Charges

During 2020, we recorded programming charges of $159 million primarily related to the abandonment of certain incomplete programs resulting from production shutdowns related to COVID-19.

Distribution and Other

For ~~2016,~~2021, the 2%5% increase ~~in production expenses reflected increased investment in internally developed television series, partially offset by lower expenses~~was a result of cost increases associated with the ~~decrease~~growth of our streaming services.

Selling, General and Administrative Expenses


					Increase/(Decrease)
Year Ended December 31,	2021		2020		$		%
Selling, general and administrative expenses	$	6,398	$	5,320	$	1,078	20	%

For 2021, the 20% increase in ~~television licensing revenues.~~SG&A expenses was driven by advertising, marketing and other cost increases to support the growth and expansion of our streaming services, including the March 2021 launch of Paramount+. The increase also reflects higher advertising and marketing costs to promote the increased level of original programming in 2021.

Depreciation and Amortization


					Increase/(Decrease)
Year Ended December 31,	2021		2020		$		%
Depreciation and amortization	$	390	$	430	$	(40)	(9)	%

For 2020, amortization expense included an impairment charge of $25 million in the TV Media segment to write down the carrying values of FCC licenses in two markets to their estimated fair values and accelerated depreciation of $12 million resulting from the abandonment of technology in connection with synergy plans related to the Merger.

II-16

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Restructuring and Other Corporate Matters

~~Participation, Distribution~~During the years ended December 31, 2021 and ~~Royalty~~

~~For 2016,~~2020, we recorded the ~~5% decrease in participation, distribution and royalty~~following costs ~~primarily reflected lower participations~~ associated with ~~lower licensing sales~~restructuring and other corporate matters.


Year Ended December 31,	2021		2020
Severance (a)	$	65	$	472
Lease impairments and other exit costs	35		70
Restructuring charges	100		542
Merger-related costs	—		56
Other corporate matters	—		20
Restructuring and other corporate matters	$	100	$	618

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

~~Selling, General and Administrative Expenses~~

% of % of Increase/(Decrease)
Year Ended December 31, 2016 Revenues 2015 Revenues $ %
Selling, general and administrative
expenses
$ 2,124
16 % $ 1,961
15 % $ 163
8 %

For 2016, the 8% increase in SG&A expenses primarily reflects incremental advertising, marketing and employee-related costs to support the Company’s growth initiatives, and higher pension and incentive compensation costs.

~~Depreciation and Amortization~~

Increase/(Decrease)
Year Ended December 31, 2016 2015 $ %
Depreciation and amortization $ 225
$ 235
$ (10 ) (4 )%

~~For 2016, the 4% decrease in depreciation and amortization was the result of intangibles and property and equipment that became fully amortized, and the sales of internet businesses in China.~~

~~Pension Settlement Charge~~

During ~~2016,~~ the ~~Company offered eligible former employees who had not yet initiated pension benefit payments~~years ended December 31, 2021 and 2020, respectively, we recorded restructuring charges of $65 million and $472 million for severance associated with the ~~option to make a one-time election to receive the present value~~elimination of ~~their pension benefits~~positions and changes in management, as ~~a lump-sum distribution or to commence an immediate monthly annuity benefit. As a result, the Company paid a total~~well as lease impairment charges of ~~$518~~$35 million of lump-sum distributions in 2016 using its pension plan assets, representing 12% of the total obligations of its qualified pension plans. Accordingly, the Company recorded a settlement charge of $211 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

~~Restructuring Charges~~

~~During~~and $42 million. For the year ended December 31, ~~2015,~~2020, we also recorded other exit costs of $28 million resulting from the ~~Company recorded restructuring charges~~termination of ~~$45~~contractual obligations.

Additionally, in 2020, we incurred costs of $56 million ~~reflecting $24 million~~in connection with the Merger, consisting of ~~severance costs and $21 million of costs~~professional fees mainly associated with ~~exiting contractual obligations~~integration activities, as well as transaction-related bonuses. We also incurred costs of $5 million for professional fees associated with dispositions and other ~~related costs.~~corporate matters, and we recorded a charge of $15 million to write down property and equipment, which was classified as held for sale in 2020, to its fair value less costs to sell.

~~Other Operating Items,~~ Net Gain on Dispositions

~~For 2015, other operating items,~~During 2021, we completed the sale of 51 West 52nd Street to Harbor Group International, LLC, for $760 million. This transaction resulted in a gain during the fourth quarter of 2021 of $523 million.

Also in 2021, we completed the sale of CBS Studio Center to Hackman Capital Partners, LLC and Square Mile Capital Management, LLC for $1.85 billion. This transaction resulted in a gain during the fourth quarter of 2021 of $1.70 billion.

In addition, during 2021 we recognized a net ~~included gains from~~gain of $117 million, principally relating to the ~~disposition~~sale of ~~businesses~~a noncore trademark licensing operation.

In October 2020, we completed the sale of CMG to Red Ventures for $484 million. This transaction resulted in ~~China.~~a gain of $214 million.

Interest Expense and Interest Income


							Increase/(Decrease)									Increase/(Decrease)
Year Ended December 31,	2016			2015			$		%		Year Ended December 31,	2021		2020		$		%
Interest expense	$	(411	)	$	(392	)	$	19	5	%	Interest expense	$	986	$	1,031	$	(45)	(4)	%
Interest income	$	32		$	24		$	8	33	%	Interest income	$	53	$	60	$	(7)	(12)	%

II-17

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)


			Weighted Average					Weighted Average
At December 31,	2021		Interest Rate			2020		Interest Rate
Total long-term debt	$	17,658		4.93	%	$	19,612		4.80	%
Other bank borrowings	$	35		3.50	%	$	95		3.50	%

Weighted Average Weighted Average
At December 31, 2016 Interest Rate 2015 Interest Rate
Total long-term debt $ 8,850
4.47 % $ 8,365
4.68 %
Commercial paper $ 450
0.98 % $ —
n/a

Net Gains from Investments


					Increase/(Decrease)
Year Ended December 31,	2021		2020		$		%
Net gains from investments	$	47	$	206	$	(159)	(77)	%

For 2021, net gains from investments primarily include a ~~- not applicable~~gain of $37 million on the sale of an investment and a gain of $9 million from an increase in the fair value of a marketable security that was sold during the third quarter of 2021. For 2020, net gains from investments primarily reflect an increase of $213 million in the fair value of our investment in fuboTV, which was sold in the fourth quarter of 2020.

Loss on Early Extinguishment of Debt

For 2021 and 2020, we recorded losses on extinguishment of debt of $128 million and $126 million, respectively, associated with the early redemption of long-term debt of $1.99 billion in 2021 and $2.77 billion in 2020.

Other Items, Net

The following table presents the components of Other items, ~~net for 2016 and 2015 primarily consisted~~net.


Year Ended December 31,	2021		2020
Pension and postretirement benefit costs	$	(43)	$	(69)
Foreign exchange losses	(26)		(35)
Pension settlement charge (a)	(10)		—
Other	2		3
Other items, net	$	(77)	$	(101)

(a) Reflects the accelerated recognition of ~~foreign exchange losses.~~a portion of the unamortized actuarial losses due to the volume of lump sum benefit payments in one of our pension plans.

Provision for Income Taxes

Increase/(Decrease)
Year Ended December 31, 2016 2015 $ %
Tax provision $ (628 ) $ (676 ) $ (48 ) (7 )%
Effective tax rate 28.2 % 29.9 %

~~The Company’s~~For 2021, we recorded a provision for income taxes of $646 million, reflecting an effective income tax rate of 12.4%. Included in the provision for ~~2016 included~~income taxes was a ~~one-time~~net discrete tax benefit of ~~$47~~$517 million, ~~associated with~~which includes a ~~multiyear adjustment to a tax deduction, which was approved by the IRS during the third quarter of 2016, and a tax~~ benefit of ~~$81~~$260 million ~~related~~ to ~~the pension settlement charge of $211 million. In 2015, the Company’s~~remeasure our U.K. net deferred income tax ~~provision included a tax provision of $8 million related to gains from the sales of internet businesses in China of $139 million.~~

~~Equity in Loss of Investee Companies, Net of Tax~~

~~The following table presents equity in earnings (loss) of investee companies for the Company’s domestic and international equity investments.~~

Increase/(Decrease)
Year Ended December 31, 2016 2015 $ %
Domestic $ (67 ) $ (60 ) $ (7 ) (12 )%
International (8 ) 4
(12 ) n/m

Tax benefit 25
22
3
14 %
Equity in loss of investee companies, net of tax $ (50 ) $ (34 ) $ (16 ) (47 )%

~~n/m - not meaningful~~

~~Net Earnings from Continuing Operations and Diluted EPS from Continuing Operations~~

Increase/(Decrease)
Year Ended December 31, 2016 2015 $ %
Net earnings from continuing operations $ 1,552
$ 1,554
$ (2 ) — %
Diluted EPS from continuing operations $ 3.46
$ 3.18
$ .28
9 %

Net earnings from continuing operations for 2016 was comparable with 2015, as the increase in revenues was offset by the 2016 pension settlement charge of $211 million ($130 million, net of tax), and 2015 gains on the sales of internet businesses in China of $139 million ($131 million, net of tax). The 9% increase in diluted EPS from continuing operations was driven by lower weighted average shares outstandingasset as a result of the ~~Company’s share repurchases~~enactment during ~~2016,~~the second quarter of 2021 of an increase in the U.K. corporate income tax rate from 19% to 25% beginning April 1, 2023, a benefit of $229 million from the recognition of a capital loss associated with a change in the tax entity classification of a foreign subsidiary, as well as a net tax benefit in connection with the settlement of income tax audits. The net discrete tax benefit of $517 million, together with a net tax provision of $546 million on the items identified as affecting comparability in Reconciliation of Non-GAAP Measures, which ~~totaled $3.0 billion.~~principally include net gains on dispositions, reduced our effective income tax rate by 7.8 percentage points.

II-18

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

For 2020, the provision for income taxes was $535 million, reflecting an effective income tax rate of 17.0%. Included in the provision for income taxes was a net discrete tax benefit of $110 million, primarily consisting of a benefit of $100 million to remeasure our U.K. net deferred income tax asset as a result of an increase in the UK corporate income tax rate from 17% to 19% enacted during the third quarter of 2020, as well as a tax benefit of $13 million realized in connection with the preparation of the 2019 tax returns. These items, together with a net tax benefit of $129 million on the items identified as affecting comparability in Reconciliation of Non-GAAP Measures, including restructuring and other corporate matters, programming charges, loss on extinguishment of debt and net gains from dispositions and investments, reduced our effective income tax rate by 4.1 percentage points.

Equity in Loss of Investee Companies, Net ~~Loss from Discontinued Operations~~of Tax

The following table ~~sets forth details~~presents equity in loss of ~~net earnings (loss) from discontinued operations~~investee companies for ~~the year ended December 31, 2015:~~our equity-method investments.


					Increase/(Decrease)
Year Ended December 31,	2021		2020		$		%
Equity in loss of investee companies	$	(140)	$	(47)	$	(93)	(198)	%
Tax benefit	49		19		30		158
Equity in loss of investee companies, net of tax	$	(91)	$	(28)	$	(63)	(225)	%

Year Ended December 31, 2015 CBS Radio
Other ^(a)
Total
Revenues $ 1,223
$ —
$ 1,223
Costs and expenses:
Operating 415
—
415
Selling, general and administrative 500
—
500
Depreciation and amortization 29
—
29
Restructuring charges 36
—
36
Impairment charge 484
—
484
Total costs and expenses 1,464
—
1,464
Operating loss (241 ) —
(241 )
Other income 1
—
1
Loss from discontinued operations (240 ) —
(240 )
Income tax benefit 89
—
89
Loss from discontinued operations, net of tax (151 ) —
(151 )
Net gain on disposal —
17
17
Income tax provision —
(7 ) (7 )
Net gain on disposal, net of tax —
10
10
Net earnings (loss) from discontinued operations, net of tax $ (151 ) $ 10
$ (141 )

~~(a) Reflects a decrease to the guarantee liability associated with the 2013 disposal~~For 2021 and 2020, equity in loss of ~~Outdoor Europe.~~

~~The results of CBS Radio for 2015 included a pretax noncash impairment charge of $484 million ($297 million,~~investee companies, net of ~~tax)~~tax includes impairment charges of $34 million and $9 million, respectively, relating to ~~reduce the carrying value of radio FCC licenses in 18 markets to their fair value.~~television joint ventures.

Net Earnings Attributable to Noncontrolling Interests


Year Ended December 31,	2021		2020
Net earnings attributable to noncontrolling interests	$	(88)	$	(279)

For 2020, net earnings attributable to noncontrolling interests primarily reflects our joint venture partners’ share of profit from the licensing of the domestic streaming rights to South Park to a streaming service.

Net Earnings from Continuing Operations Attributable to Paramount and Diluted EPS from Continuing Operations Attributable to Paramount


					Increase/(Decrease)
Year Ended December 31,	2021		2020		$		%
Net earnings from continuing operations attributable to Paramount	$	4,381	$	2,305	$	2,076	90	%
Diluted EPS from continuing operations attributable to Paramount	$	6.69	$	3.73	$	2.96	79	%

For 2021, net earnings from continuing operations attributable to Paramount and diluted EPS from continuing operations increased 90% and 79%, respectively, primarily driven by the above-mentioned gains on dispositions of $1.75 billion, net of tax and higher discrete tax benefits in 2021. The diluted EPS comparison also includes the effect of higher weighted average shares outstanding as a result of stock issuances in the first quarter of 2021, which negatively impacted EPS for 2021 by $.26.

II-19

Increase/(Decrease)
Year Ended December 31, 2016 2015 $ %
Net earnings $ 1,261
$ 1,413
$ (152 ) (11 )%
Diluted EPS $ 2.81
$ 2.89
$ (.08 ) (3 )%

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Segment Results of~~Net Earnings from Discontinued Operations ~~- 2017 vs. 2016~~

The ~~Company presents operating income (loss) excluding pension settlement charges, restructuring charges, merger~~following tables set forth details of net earnings from discontinued operations for the years ended December 31, 2021 and ~~acquisition-related costs, and other operating items, net, each where applicable, (“Segment Operating Income”) as~~2020.


Year Ended December 31, 2021	Simon & Schuster			Other (a)		Total
Revenues		$	993	$	—	$	993
Costs and expenses:
Operating		618		(16)		602
Selling, general and administrative		158		—		158
Depreciation and amortization		3		—		3
Restructuring charges		1		—		1
Total costs and expenses		780		(16)		764
Operating income		213		16		229
Other items, net		(10)		—		(10)
Earnings from discontinued operations		203		16		219
Income tax provision		(46)		(11)		(57)
Net earnings from discontinued operations, net of tax		$	157	$	5	$	162


Year Ended December 31, 2020	Simon & Schuster			Other (a)		Total
Revenues		$	901	$	—	$	901
Costs and expenses:
Operating		573		(19)		554
Selling, general and administrative		172		—		172
Depreciation and amortization		5		—		5
Restructuring charges		10		—		10
Total costs and expenses		760		(19)		741
Operating income		141		19		160
Other items, net		(5)		—		(5)
Earnings from discontinued operations		136		19		155
Income tax provision		(34)		(4)		(38)
Net earnings from discontinued operations, net of tax		$	102	$	15	$	117

(a) Primarily relates to indemnification obligations for leases associated with the ~~primary measure~~previously discontinued operations of profit and loss for its operating segments (“segment profit measure”) in accordance with FASB guidance for segment reporting. The Company believes the presentation of Segment Operating Income is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance. The reconciliation of Segment Operating Income to the Company’s consolidated Net earnings is presented in Note 17 (Reportable Segments) to the consolidated financial statements.Famous Players.

II-20

% of Total % of Total Increase/(Decrease)
Year Ended December 31, 2017 Revenues 2016 Revenues $ %
Entertainment $ 9,164
67 % $ 8,877
67 % $ 287
3 %
Cable Networks 2,501
18
2,160
16
341
16

Publishing 830
6
767
6
63
8

Local Media 1,668
12
1,779
14
(111 ) (6 )
Corporate/Eliminations (471 ) (3 ) (417 ) (3 ) (54 ) (13 )
Total Revenues $ 13,692
100 % $ 13,166
100 % $ 526
4 %

% of Total % of Total
Segment Segment
Operating Operating Increase/(Decrease)
Year Ended December 31, 2017 Income 2016 Income $ %
Segment Operating Income (Loss):
Entertainment $ 1,554
55 % $ 1,519
53 % $ 35
2 %
Cable Networks 996
35
959
33
37
4

Publishing 132
5
119
4
13
11

Local Media 492
18
618
22
(126 ) (20 )
Corporate (355 ) (13 ) (354 ) (12 ) (1 ) —

Total Segment Operating Income 2,819
100 % 2,861
100 % (42 ) (1 )
Pension settlement charges (352 ) (211 ) (141 ) (67 )
Restructuring and merger and
acquisition-related costs
(63 ) (38 ) (25 ) (66 )
Other operating items, net 19
9
10
111

Total Operating Income $ 2,423
$ 2,621
$ (198 ) (8 )%

Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
Depreciation and Amortization:
Entertainment $ 115
$ 117
$ (2 ) (2 )%
Cable Networks 23
23
—
—

Publishing 6
6
—
—

Local Media 45
44
1
2

Corporate 34
35
(1 ) (3 )
Total Depreciation and Amortization $ 223
$ 225
$ (2 ) (1 )%

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Segments

~~Entertainment(CBS Television Network, CBS Television Studios, CBS Studios International, CBS Television Distribution, Network Ten, CBS Interactive, and CBS Films)~~

Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
Revenues $ 9,164
$ 8,877
$ 287
3 %
Segment Operating Income $ 1,554
$ 1,519
$ 35
2 %
Segment Operating Income as a % of revenues 17 % 17 %

Restructuring charges $ 44
$ 16
$ 28
175 %
Depreciation and amortization $ 115
$ 117
$ (2 ) (2 )%
Capital expenditures $ 98
$ 98
$ —
— %

~~2017 vs. 2016~~

~~For 2017,~~Beginning in the 3%~~increase in revenues was led by growth in affiliate and subscription fees and content licensing and distribution revenues. Affiliate and subscription fees grew 35%~~first quarter of 2022, primarily as a result of ~~higher station affiliation fees~~our increased strategic focus on our direct-to-consumer streaming businesses, we made certain changes to how we manage our businesses and ~~growth from digital initiatives, including~~ ~~CBS All Access~~ allocate resources that resulted in a change to our operating segments. Our management structure was reorganized to focus on managing our business as the combination of three parts: a traditional media business, a portfolio of domestic and ~~virtual MVPDs. Content licensing~~international streaming services, and ~~distribution revenues increased 10%, driven by~~a film studio. Accordingly, beginning in 2022, and for all periods presented we are reporting results based on the ~~domestic licensing sales~~following segments:

TV Media—Our TV Media segment consists of ~~NCIS: New Orleans~~, ~~Madam Secretary~~ ~~and titles from the~~ ~~CSI~~ ~~franchise~~, and higher international licensing sales resulting from strong demand for the Company’s content internationally, due in part to increased investment in internally-produced series. These increases were partially offset by lower advertising revenues, mainly as a result of the benefit to 2016 from CBS’sour (1) broadcast of ~~Super Bowl 50~~.

Operating income increased 2% driven by the higher revenues, partially offset by an increased investment in programming, as well as other costs associated with the Company’s growth initiatives. For 2017 and 2016, restructuring charges primarily reflected severance costs and costs associated with exiting contractual obligations and other related costs.

Results in 2018 are expected to benefit from continued growth in affiliate and subscription fee revenues, driven by the renewal of several of the Company’s agreements with its television station affiliates and annual contractual increases on multiyear agreements with television station affiliates. The revenue comparison in 2018 will be negatively affected by the broadcast of five ~~Thursday Night Football~~ games in 2017, which CBS will not broadcast in 2018. However, this will result in an improvement in the operating income margin. The revenue comparison will also be affected by the CBS Television Network’s 2017 broadcast of the National Semifinals and National Championship games of the NCAA Tournament, which are broadcast on operations — the CBS Television Network, ~~every other year through 2032 under the current agreements with the NCAA~~our domestic broadcast television network; CBS Stations, our owned television stations; and ~~Turner. Revenue comparisons will~~ our international free-to-air networks, Network 10, Channel 5, Telefe, and Chilevisión; (2) premium and basic cable networks, including Showtime, MTV, Comedy Central, Paramount Network, The Smithsonian Channel, Nickelodeon, BET Media Group, CBS Sports Network, and international extensions of certain of these brands; (3) domestic and international television studio operations, including CBS Studios, Paramount Television Studios and MTV Entertainment Studios as well as CBS Media Ventures, which produces and distributes first-run syndicated programming. TV Media also ~~be impacted by fluctuations resulting from the timing~~includes a number of ~~availability~~digital properties such as CBS News Streaming and CBS Sports HQ.

Direct-to-Consumer—Our Direct-to-Consumer segment consists of ~~television series for multiyear licensing agreements. Television license fee revenues are recognized at the beginning~~our portfolio of ~~the license period in which programs are made available to the licensee for exhibition.~~domestic and international pay and free streaming services, including Paramount+, Pluto TV, Showtime Networks’ premium subscription streaming service (“Showtime OTT”), BET+ and Noggin.

Filmed Entertainment—Our Filmed Entertainment segment consists of Paramount Pictures, Paramount Players, Paramount Animation, Nickelodeon Studio, Awesomeness and Miramax.

In ~~addition, during~~January 2023, we announced that we will be fully integrating Showtime into Paramount+ across both streaming and linear platforms later in 2023.

We present operating income excluding depreciation and amortization, stock-based compensation, costs for restructuring and other corporate matters, programming charges and net gain on dispositions, each where applicable (“Adjusted OIBDA”), as the ~~first quarter~~primary measure of ~~2018,~~profit and loss for our operating segments in accordance with Financial Accounting Standards Board guidance for segment reporting since it is the ~~Company will adopt new FASB guidance on~~primary method used by our management. Stock-based compensation is excluded from our segment measure of profit and loss because it is set and approved by our Board of Directors in consultation with corporate executive management. Stock-based compensation is included as a component of our consolidated Adjusted OIBDA. See Reconciliation of Non-GAAP Measures for a reconciliation of total Adjusted OIBDA to Operating Income, the ~~recognition of revenues, which will impact the comparability of Entertainment revenues during 2018. (See Note 1 to the consolidated~~most directly comparable financial ~~statements.)~~measure in accordance with GAAP.

II-21

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 - 2022 vs. 2021

~~Cable Networks(Showtime Networks, CBS Sports Network and Smithsonian Networks)~~


			% of Total					% of Total			Increase/(Decrease)
Year Ended December 31,	2022		Revenues			2021		Revenues			$		%
Revenues:
TV Media	$	21,732		72	%	$	22,734		80	%	$	(1,002)	(4)	%
Direct-to-Consumer	4,904			16		3,327			12		1,577		47
Filmed Entertainment	3,706			13		2,687			9		1,019		38
Eliminations	(188)			(1)		(162)			(1)		(26)		(16)
Total Revenues	$	30,154		100	%	$	28,586		100	%	$	1,568	5	%


					Increase/(Decrease)
Year Ended December 31,	2022		2021		$		%
Adjusted OIBDA:
TV Media	$	5,451	$	5,892	$	(441)	(7)	%
Direct-to-Consumer	(1,819)		(992)		(827)		(83)
Filmed Entertainment	272		207		65		31
Corporate/Eliminations	(470)		(491)		21		4
Stock-based compensation	(158)		(172)		14		8
Total Adjusted OIBDA	3,276		4,444		(1,168)		(26)
Depreciation and amortization	(405)		(390)		(15)		(4)
Restructuring and other corporate matters	(585)		(100)		(485)		(485)
Net gain on dispositions	56		2,343		(2,287)		(98)
Total Operating Income	$	2,342	$	6,297	$	(3,955)	(63)	%

II-22

Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
Revenues $ 2,501
$ 2,160
$ 341
16 %
Segment Operating Income $ 996
$ 959
$ 37
4 %
Segment Operating Income as a % of revenues 40 % 44 %
Restructuring charges $ —
$ 4
$ (4 ) (100 )%
Depreciation and amortization $ 23
$ 23
$ —
— %
Capital expenditures $ 20
$ 19
$ 1
5 %

~~2017 vs. 2016~~

~~For 2017, the 16% increase in revenues was driven by Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event, growth from the~~ ~~Showtime~~ ~~digital streaming subscription offering and higher international licensing sales of~~ ~~Showtime~~ ~~content. These increases were partially offset by lower domestic licensing sales, primarily as a result of sales of several titles, including~~ ~~Penny Dreadful,~~ ~~in 2016. As of December 31, 2017, subscriptions totaled approximately 25 million for~~ ~~Showtime,~~ ~~the Company’s premium television network, and the Showtime digital streaming subscription offering combined, 52 million for CBS Sports Network and 30 million for Smithsonian Networks.~~

Operating income increased 4% driven by the revenue growth, which was significantly offset by higher costs associated with the pay-per-view boxing event and an increased investment in programming. Restructuring charges in 2016 primarily reflected severance costs.

Television license fee revenues are recognized at the beginning of the license period in which programs are made available to the licensee for exhibition, which may impact the comparability of revenues in 2018 due to fluctuations resulting from the timing of availability of television series for multiyear licensing agreements.

In addition, during the first quarter of 2018, the Company will adopt new FASB guidance on the recognition of revenues, which will impact the comparability of Cable Networks revenues during 2018. (See Note 1 to the consolidated financial statements.)

~~Publishing~~ (~~Simon & Schuster~~)

Increase/(Decrease)
Year Ended December 31, 2017
2016
$ %
Revenues $ 830
$ 767
$ 63
8 %
Segment Operating Income $ 132
$ 119
$ 13
11 %
Segment Operating Income as a % of revenues 16 % 16 %
Restructuring charges $ 5
$ 1
$ 4
n/m

Depreciation and amortization $ 6
$ 6
$ —
— %
Capital expenditures $ 5
$ 9
$ (4 ) (44 )%

~~n/m - not meaningful~~

~~2017 vs. 2016~~

~~For 2017, the 8% increase in revenues reflects higher print book sales and 39% growth in digital audio sales. Bestselling titles for 2017 included~~ ~~What Happened~~ ~~by Hillary Rodham Clinton,~~ ~~Leonardo da Vinci~~ ~~by Walter Isaacson and~~ ~~Sleeping Beauties~~ ~~by Stephen King and Owen King.~~

~~The 11%increase in operating income reflects the revenue growth. For 2017 and 2016, restructuring charges primarily reflected severance costs.~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

TV Media

~~Local Media~~(~~CBS Television Stations~~ ~~and~~ ~~CBS Local Digital Media)~~


					Increase/(Decrease)
Year Ended December 31,	2022		2021		$		%
Advertising	$	9,350	$	10,105	$	(755)	(7)	%
Affiliate and subscription	8,180		8,413		(233)		(3)
Licensing and other	4,202		4,216		(14)		—
Revenues	$	21,732	$	22,734	$	(1,002)	(4)	%

Adjusted OIBDA	$	5,451	$	5,892	$	(441)	(7)	%

Revenues

For 2022, revenues decreased4%, primarily reflecting lower advertising revenues, driven by the comparison against CBS’ broadcast of the Super Bowl in 2021, which negatively impacted the total revenue comparison by 2 percentage points.

Advertising

Increase/(Decrease)
Year Ended December 31, 2017
2016
$ %
Revenues $ 1,668
$ 1,779
$ (111 ) (6 )%
Segment Operating Income $ 492
$ 618
$ (126 ) (20 )%
Segment Operating Income as a % of revenues 29 % 35 %
Restructuring charges $ 12
$ 6
$ 6
100 %
Depreciation and amortization $ 45
$ 44
$ 1
2 %
Capital expenditures $ 32
$ 37
$ (5 ) (14 )%

~~2017 vs. 2016~~

~~For 2017, the 6%~~ The 7%decrease in advertising revenues was driven by the rotational nature of the rights to broadcast the Super Bowl, which aired on CBS in 2021 but another network in 2022, resulting in a negative impact on the advertising revenue comparison of 4 percentage points. Additionally, declines for our domestic networks from lower impressions were only partially offset by higher pricing, reflecting softness in the advertising market. The decline also reflects unfavorable foreign exchange rate changes, which negatively impacted the total advertising revenue comparison by 1 percentage point. These decreases were partially offset by higher advertising for our local televisions stations, which benefited the total advertising revenue comparison by 1 percentage point, driven by higher political advertising sales. The total advertising revenue comparison also includes the benefit from the acquisition of Chilevisión in the third quarter of 2021.

Affiliate and Subscription

The 3% decrease in affiliate and subscription revenues mainly reflects lower international affiliate revenues, driven by the restructuring of certain affiliate agreements, resulting in a shift of revenue from our pay television services to our streaming services; unfavorable foreign exchange rate changes, which negatively impacted the total affiliate and subscription revenue comparison by 1 percentage point; and the absence of revenues in Russia after we suspended our operations following Russia’s invasion of Ukraine in the first quarter of 2022. Domestic affiliate revenues contributed 1% of the decline, primarily reflecting lower revenues from pay-per-view boxing events, as the impact from lower domestic subscribers was substantially offset by rate increases, growth in reverse compensation, and the launch of our basic cable networks on a vMVPD in April 2021.

Licensing and Other

Licensing and other revenues for 2022 of $4.20 billion were essentially flat compared with 2021.

Adjusted OIBDA

Adjusted OIBDA decreased 7%, primarily reflecting the benefit to ~~2016~~2021 from ~~record political advertising sales during~~ the ~~2016 Presidential election cycle and CBS’s~~ broadcast of S~~uper~~the Super Bowl ~~50.~~ ~~This decrease was partially offset by growth~~as well as declines in ~~retransmission~~other advertising revenues and ~~fees from virtual MVPDs.~~

The decrease in operating income of 20% primarily reflected a decline in high-margin political advertising sales. For 2017 and 2016, restructuring charges reflected severance costs and costs associated with exiting contractual obligations and other related costs.

In 2018, advertising revenues are expected to benefit from increased political advertising sales associated with the U.S. midterm elections. Results in 2018 are also expected to benefit from continued growth in retransmission revenues, driven by the renewal of several of the Company’s agreements with MVPDs and annual contractual increases on multiyear agreements with MVPDs.

~~Corporate~~affiliate revenues.

II-23

Increase/(Decrease)
Year Ended December 31, 2017 2016 $ %
Segment Operating Loss $ (355 ) $ (354 ) $ (1 ) — %
Restructuring charges $ 2
$ 3
$ (1 ) (33 )%
Depreciation and amortization $ 34
$ 35
$ (1 ) (3 )%
Capital expenditures $ 30
$ 33
$ (3 ) (9 )%

~~2017 vs. 2016~~

~~Segment Results of Operations - 2016 vs. 2015~~

% of Total % of Total Increase/(Decrease)
Year Ended December 31, 2016 Revenues 2015 Revenues $ %
Entertainment $ 8,877
67 % $ 8,438
67 % $ 439
5 %
Cable Networks 2,160
16
2,242
18
(82 ) (4 )
Publishing 767
6
780
6
(13 ) (2 )
Local Media 1,779
14
1,592
12
187
12

Corporate/Eliminations (417 ) (3 ) (381 ) (3 ) (36 ) (9 )
Total Revenues $ 13,166
100 % $ 12,671
100 % $ 495
4 %

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Direct-to-Consumer


(in millions)
Year Ended December 31,	2022		2021		Increase/(Decrease)
Advertising	$	1,533	$	1,298	$	235	18	%
Subscription	3,371		2,029		1,342		66
Revenues	$	4,904	$	3,327	$	1,577	47	%

Adjusted OIBDA	$	(1,819)	$	(992)	$	(827)	(83)	%

Global Streaming Subscribers (a)	77.3		56.1		21.2		38	%

% of Total % of Total
Segment Segment
Operating Operating Increase/(Decrease)
Year Ended December 31, 2016 Income 2015 Income $ %
Segment Operating Income (Loss):
Entertainment $ 1,519
53 % $ 1,294
51 % $ 225
17 %
Cable Networks 959
33
945
37
14
1

Publishing 119
4
114
4
5
4

Local Media 618
22
487
19
131
27

Corporate (354 ) (12 ) (276 ) (11 ) (78 ) (28 )
Total Segment Operating Income 2,861
100 % 2,564
100 % 297
12

Pension settlement charge (211 ) —
(211 ) n/m

Restructuring and merger and
acquisition-related costs
(38 ) (45 ) 7
16

Other operating items, net 9
139
(130 ) (94 )
Total Operating Income $ 2,621
$ 2,658
$ (37 ) (1 )%


(in millions)
Year Ended December 31,	2022		2021		Increase/(Decrease)
Paramount+ (Global)
Subscribers (a)	55.9		32.8		23.1		70	%

Revenues	$	2,767	$	1,347	$	1,420	105	%

Pluto TV (Global)
MAUs (b)	78.5		64.4		14.1		22	%

Revenues	$	1,112	$	1,059	$	53	5	%

~~n/m - not meaningful~~(a) Our streaming subscribers include customers with access to our domestic or international streaming services, either directly through our owned and operated apps and websites, or through third-party distributors. Our subscribers include paid subscriptions and those customers registered in a free trial, and subscribers are considered unique to each of our services, whether offered individually or as part of a bundle. For the periods above, subscriber counts reflect the number of subscribers as of the applicable period-end date. Global streaming subscribers include subscribers for Paramount+, Showtime OTT and all other subscription streaming services.

(b) The Monthly Active Users (“MAUs”) count reflects the number of unique devices interacting with the Pluto TV service in a calendar month, and for the periods above reflects the MAU count for the last month of the applicable period.

Increase/(Decrease)
Year Ended December 31, 2016 2015 $ %
Depreciation and Amortization:
Entertainment $ 117
$ 126
$ (9 ) (7 )%
Cable Networks 23
23
—
—

Publishing 6
6
—
—

Local Media 44
48
(4 ) (8 )
Corporate 35
32
3
9

Total Depreciation and Amortization $ 225
$ 235
$ (10 ) (4 )%
Revenues

For 2022, revenues increased 47%, led by growth from Paramount+.

~~Entertainment(CBS Television Network, CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Interactive and CBS Films)~~Advertising

Increase/(Decrease)
Year Ended December 31, 2016 2015 $ %
Revenues $ 8,877
$ 8,438
$ 439
5 %
Segment Operating Income $ 1,519
$ 1,294
$ 225
17 %
Segment Operating Income as a % of revenues 17 % 15 %
Restructuring charges $ 16
$ 26
$ (10 ) (38 )%
Depreciation and amortization $ 117
$ 126
$ (9 ) (7 )%
Capital expenditures $ 98
$ 99
$ (1 ) (1 )%

~~2016 vs. 2015~~

~~For 2016, the 5%~~The 18% increase in advertising revenues was ~~primarily~~ driven by ~~10%~~higher impressions, reflecting the benefit from growth in ~~network advertising~~Paramount+ subscribers.

Pluto TV global MAUs were 78.5 million for December 2022, reflecting growth of 14.1 million, or 22%, from 64.4 million for December 2021, and 6.5 million, or 9%, from 72.0 million for September 2022.

Subscription

The 66% increase in subscription revenues ~~mainly~~was driven by growth from ~~the broadcast~~Paramount+, Showtime OTT, and BET+. Global streaming subscribers grew 21.2 million, or 38%, compared with December 31, 2021, led by an increase of ~~Super Bowl 50~~ ~~on CBS in 2016 and 3%~~23.1 million, or 70%, for Paramount+, reflecting significant growth in ~~underlying network advertising revenues. Affiliate~~U.S. subscribers and ~~subscription fees grew 45% as a result~~the impact from launches in international markets. Subscriber growth was impacted by the removal of ~~higher station affiliation fees and subscription growth for~~ ~~CBS All Access. These increases were partially offset by 7% lower content licensing and distribution revenues compared to 2015, which included significant licensing sales~~1.9 million Paramount+ subscribers following the September 2022 launch of ~~NCIS~~, ~~Elementary~~ ~~and~~ ~~CSI, while 2016 benefited from~~ the ~~international licensing of five~~ ~~Star Trek~~ ~~series. The revenue comparison~~SkyShowtime streaming service in the Nordics, where it replaced Paramount+ in the market. Growth in subscribers was also impacted by the ~~sales~~removal of ~~internet businesses in China.~~

3.9 million global

II-24

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

streaming subscribers (including 1.2 million for Paramount+) in Russia, where we suspended our operations following Russia’s invasion of Ukraine in the first quarter of 2022.

~~The~~

During the fourth quarter, global streaming subscribers increased 10.8 million, or 16%, to 77.3 million at December 31, 2022 from 66.5 million at September 30, 2022, and Paramount+ subscribers grew 9.9 million, or 22%, to 55.9 million, driven by launches in international markets as well as growth in U.S. subscribers, reflecting the strength of content premieres in the quarter, including Tulsa King, 1923 and Top Gun: Maverick.

Adjusted OIBDA

Adjusted OIBDA decreased $827 million, as revenue growth was more than offset by higher costs to support growth in our streaming services including content, marketing, distribution, employee and technology costs.

Filmed Entertainment


					Increase/(Decrease)
Year Ended December 31,	2022		2021		$		%
Advertising	$	23	$	18	$	5	28	%
Theatrical	1,223		241		982		407
Licensing and other	2,460		2,428		32		1
Revenues	$	3,706	$	2,687	$	1,019	38	%

Adjusted OIBDA	$	272	$	207	$	65	31	%

Revenues

For 2022, the 38% increase in ~~operating income~~revenues was primarily driven bythe success of ~~17% primarily reflected the~~Top Gun: Maverick.

Theatrical

The $982 million increase in ~~revenues. For 2016 and2015, restructuring charges primarily reflected severance costs~~ theatrical revenues was driven by the success of our 2022 releases, led by Top Gun: Maverick. We released eight films in 2022, including Top Gun: Maverick, as well as Sonic the Hedgehog 2, Smile, and ~~costs associated~~The Lost City, compared with ~~exiting contractual obligations~~four films in 2021, including A Quiet Place Part II and PAW Patrol: The Movie. The lower number of theatrical releases in 2021 was due to the impacts from COVID-19 on movie theaters and film production.

Licensing and Other

The 1% increase in licensing and other ~~related costs.~~revenues primarily reflects higher licensing of recent theatrical releases in 2022 compared with 2021, driven by the success of Top Gun: Maverick in the digital home entertainment market, partially offset by the licensing of Coming 2 America and Tom Clancy’s Without Remorse in 2021 and lower revenues from the licensing of library titles.

~~Cable Networks(Showtime Networks, CBS Sports Network and Smithsonian Networks)~~Adjusted OIBDA

Adjusted OIBDA increased 31%, mainly reflecting higher profits from 2022 releases, partially offset by lower profits from the licensing of library titles.

Increase/(Decrease)
Year Ended December 31, 2016 2015 $ %
Revenues $ 2,160
$ 2,242
$ (82 ) (4 )%
Segment Operating Income $ 959
$ 945
$ 14
1 %
Segment Operating Income as a % of revenues 44 % 42 %
Restructuring charges $ 4
$ —
$ 4
n/m

Depreciation and amortization $ 23
$ 23
$ —
— %
Capital expenditures $ 19
$ 18
$ 1
6 %

~~n/m - not meaningful~~

~~2016 vs. 2015~~

~~For 2016,~~Fluctuations in results for the ~~4% decrease in revenues was~~Filmed Entertainment segment may occur as a result of the ~~benefit in 2015 from Showtime Networks’ distribution~~timing of the ~~Floyd Mayweather/Manny Pacquiao boxing event. The decrease in pay-per-view~~recognition of distribution costs, including print and advertising, which are generally incurred before and throughout the theatrical release of a film, while the revenues ~~negatively impacted~~for the ~~revenue comparison by seven percentage points. In addition, content licensing~~respective film are recognized as earned through the film’s theatrical exhibition and distribution ~~revenues decreased 8% from 2015, reflecting the timing of multiyear agreements for the international licensing of~~ ~~Showtime~~ ~~original series, partially offset by the domestic licensing sale of~~ ~~Penny Dreadful~~ ~~in 2016. Higher revenues from the~~ ~~Showtime~~ ~~digital streaming subscription offering partially offset these declines. As of December 31, 2016, subscriptions totaled approximately 25 million for~~ ~~Showtime,~~ ~~the Company’s premium television network, and the Showtime digital streaming subscription offering combined, 55 million for CBS Sports Network and 32 million for Smithsonian Networks.~~

~~Operating income increased 1% driven by contributions from the~~ ~~Showtime~~ ~~digital streaming subscription offering, partially offset by lower television licensing revenues. Restructuring charges in 2016 primarily reflected severance costs.~~

~~Publishing~~ (~~Simon & Schuster~~)to other platforms.

II-25

Increase/(Decrease)
Year Ended December 31, 2016
2015
$ %
Revenues $ 767
$ 780
$ (13 ) (2 )%
Segment Operating Income $ 119
$ 114
$ 5
4 %
Segment Operating Income as a % of revenues 16 % 15 %
Restructuring charges $ 1
$ —
$ 1
n/m

Depreciation and amortization $ 6
$ 6
$ —
— %
Capital expenditures $ 9
$ 10
$ (1 ) (10 )%

~~n/m - not meaningful~~

~~2016 vs. 2015~~

For 2016, the 2% decrease in revenues reflected lower digital book sales, partially offset by growth in digital audio sales. Digital sales represented 23% of Publishing’s total revenues for 2016. Best-selling titles for 2016 included ~~Born to Run~~ ~~by Bruce Springsteen,~~ ~~End of Watch~~ ~~by Stephen King and~~ ~~A Man Called Ove~~ ~~by Fredrik Backman.~~

~~The 4%increase in operating income mainly resulted from lower production, inventory and selling costs. For 2016, restructuring charges primarily reflected severance costs.~~

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 - 2021 vs. 2020

~~Local Media~~(~~CBS Television Stations~~ ~~and~~ ~~CBS Local Digital Media~~)


			% of Total					% of Total			Increase/(Decrease)
Year Ended December 31,	2021		Revenues			2020		Revenues			$		%
Revenues:
TV Media	$	22,734		80	%	$	21,120		83	%	$	1,614	8	%
Direct-to-Consumer	3,327			12		1,815			7		1,512		83
Filmed Entertainment	2,687			9		2,470			10		217		9
Corporate/Eliminations	(162)			(1)		(120)			—		(42)		(35)
Total Revenues	$	28,586		100	%	$	25,285		100	%	$	3,301	13	%

Increase/(Decrease)
Year Ended December 31, 2016
2015
$ %
Revenues $ 1,779
$ 1,592
$ 187
12 %
Segment Operating Income $ 618
$ 487
$ 131
27 %
Segment Operating Income as a % of revenues 35 % 31 %
Restructuring charges $ 6
$ 19
$ (13 ) (68 )%
Depreciation and amortization $ 44
$ 48
$ (4 ) (8 )%
Capital expenditures $ 37
$ 28
$ 9
32 %

~~2016 vs. 2015~~

For 2016, the 12% increase in revenues was led by record political advertising sales during the 2016 Presidential election cycle, 14% growth in retransmission and subscription revenues, and the broadcast of ~~Super Bowl 50~~ ~~on CBS during the first quarter of 2016.~~

~~The increase~~in operating income of 27% primarily reflected the revenue growth. For 2016 and 2015, restructuring charges reflected severance costs and costs associated with exiting contractual obligations and other related costs.

~~Corporate~~

Increase/(Decrease)
Year Ended December 31, 2016 2015 $ %
Segment Operating Loss $ (354 ) $ (276 ) $ (78 ) (28 )%
Restructuring charges $ 3
$ —
$ 3
n/m

Depreciation and amortization $ 35
$ 32
$ 3
9 %
Capital expenditures ^(a)
$ 33
$ 16
$ 17
106 %

~~(a) Primarily reflects the timing of capital projects.~~


					Increase/(Decrease)
Year Ended December 31,	2021		2020		$		%
Adjusted OIBDA:
TV Media	$	5,892	$	5,816	$	76	1	%
Direct-to-Consumer	(992)		(171)		(821)		(480)
Filmed Entertainment	207		158		49		31
Corporate/Eliminations	(491)		(485)		(6)		(1)
Stock-based compensation	(172)		(186)		14		8
Total Adjusted OIBDA	4,444		5,132		(688)		(13)
Depreciation and amortization	(390)		(430)		40		9
Restructuring and other corporate matters	(100)		(618)		518		84
Programming charges	—		(159)		159		n/m
Net gain on dispositions	2,343		214		2,129		n/m
Total Operating Income	$	6,297	$	4,139	$	2,158	52	%

n/m - not meaningful

II-26

~~2016 vs. 2015~~

Corporate expenses include general corporate overhead, unallocated shared company expenses, pension and postretirement benefit costs for plans retained by the Company for previously divested businesses, and intercompany eliminations. The 28%increase in corporate expenses primarily reflected higher incentive compensation, pension costs and expenses associated with an increase in the Company’s stock price. Restructuring charges in 2016 primarily reflected severance costs.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

TV Media

~~Financial Position~~


					Increase/(Decrease)
Year Ended December 31,	2021		2020		$		%
Advertising	$	10,105	$	9,062	$	1,043	12	%
Affiliate and subscription	8,413		8,037		376		5
Licensing and other	4,216		4,021		195		5
Revenues	$	22,734	$	21,120	$	1,614	8	%

Adjusted OIBDA	$	5,892	$	5,816	$	76	1	%

Increase/(Decrease)
At December 31, 2017 2016 $ %
Current assets:
Cash and cash equivalents $ 285
$ 598
$ (313 ) (52 )%
Receivables, net ^(a)
3,697
3,314
383
12

Programming and other inventory ^(b)
1,828
1,427
401
28

Prepaid income taxes 78
30
48
160

Current assets of discontinued operations^(c)
1
305
(304 ) (100 )
All other current assets, net 384
389
(5 ) (1 )
Total current assets $ 6,273
$ 6,063
$ 210
3 %
Revenues

~~(a)~~ For 2021, revenues increased 8%, reflecting growth across all revenue streams, led by increased advertising revenues, including from CBS’ broadcasts of tentpole sporting events for which there were no comparable broadcasts on CBS in 2020.

Advertising

The 12% increase ~~primarily relates~~in advertising revenues was driven by CBS’ broadcasts in 2021 of sporting events for which there were no comparable broadcasts on CBS in 2020, including Super Bowl LV and NCAA Tournament games. We have the rights to broadcast the Super Bowl and the national semi-finals and championship games of the NCAA Tournament on a rotational basis. The Super Bowl aired on CBS in 2021 but another network in 2020. The national semi-finals and championship games of the NCAA Tournament also aired on CBS in 2021, but COVID-19 caused the cancellation of the NCAA Tournament in 2020, including the games in the preceding rounds of the NCAA Tournament that we share with Turner each year. The advertising revenue growth also reflected higher ~~receivables associated~~pricing and demand compared with ~~television licensing arrangements.~~2020, which was negatively impacted by COVID-19, as well as a higher level of original programming broadcast in 2021. These increases were partially offset by lower linear impressions for our domestic networks and lower political advertising sales.

~~(b)~~

Affiliate and Subscription

The 5% increase ~~primarily reflects~~in affiliate and subscription revenues was driven by rate increases, the launch of our basic cable networks in June 2020 and April 2021 on two vMVPDs, growth in reverse compensation, and higher ~~investment in entertainment programming~~revenues from pay-per-view boxing events, partially offset by the impact from subscriber declines.

Licensing and Other

Licensing and other revenues increased 5%, driven by the timing of ~~sporting events.~~

~~(c) The decrease reflects~~program availabilities, primarily from the ~~split-off~~impact of ~~CBS Radio during~~production shutdowns in 2020 due to COVID-19, as well as higher domestic licensing in the ~~fourth quarter of 2017. (See Note 4 to~~secondary market, reflecting the ~~consolidated financial statements.)~~

Increase/(Decrease)
At December 31, 2017 2016 $ %
Other assets ^(a)
$ 2,840
$ 2,707
$ 133
5 %

~~(a)~~benefit from several significant licensing arrangements in 2021, including for NCIS and Bull. The increase ~~primarily reflects additional investment~~was partially offset by the comparison against the licensing of the domestic streaming rights to South Park in 2020.

Adjusted OIBDA

Adjusted OIBDA increased 1% as the ~~Company’s equity-method investments; assets related to Network Ten, which was acquired in the fourth quarter of 2017;~~higher revenues were substantially offset by higher costs associated with sports broadcasts, more original programming and higher ~~receivables associated with television~~ licensing arrangements. As of December 31, 2017, total outstanding receivables from television licensing arrangements, including both current and noncurrent, were $4.06 billion versus $3.82 billion at December 31, 2016. At December 31, 2017, the total amount due from these receivables was $1.85 billionrevenues in ~~2018, $1.03 billion in 2019, $626 million in 2020, $327 million in 2021, and $230 million in 2022 and thereafter.~~2021.

II-27

Increase/(Decrease)
At December 31, 2017 2016 $ %
Assets of discontinued operations ^(a)
$ 12
$ 4,291
$ (4,279 ) (100 )%

~~(a) The decrease reflects the split-off of CBS Radio during the fourth quarter of 2017. (See Note 4 to the consolidated financial statements.)~~

Increase/(Decrease)
At December 31, 2017 2016 $ %
Current liabilities:
Accounts payable^(a)
$ 231
$ 148
$ 83
56 %
Accrued compensation 343
369
(26 ) (7 )
Participants’ share and royalties payable 986
1,024
(38 ) (4 )
Program rights ^(b)
373
290
83
29

Commercial paper ^(c)
679
450
229
51

All other current liabilities, net 1,360
1,427
(67 ) (5 )
Current liabilities $ 3,972
$ 3,708
$ 264
7 %

~~(a) The increase reflects the timing of payments.~~

~~(b) The increase is primarily associated with Showtime Networks’ distribution of the Floyd Mayweather/Conor McGregor pay-per-view boxing event.~~

~~(c) The increase reflects higher commercial paper borrowings.~~

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Direct-to-Consumer


(in millions)
Year Ended December 31,	2021		2020		Increase/(Decrease)
Advertising	$	1,298	$	686	$	612	89	%
Subscription	2,029		1,129		900		80
Revenues	$	3,327	$	1,815	$	1,512	83	%

Adjusted OIBDA	$	(992)	$	(171)	$	(821)	(480)	%

Global Streaming Subscribers	56.1		29.9		26.2		88	%

Increase/(Decrease)
At December 31, 2017
2016 $ %
Long-term debt ^(a)
$ 9,464
$ 8,902
$ 562
6 %


(in millions)
Year Ended December 31,	2021		2020		Increase/(Decrease)
Paramount+ (Global) (a)
Subscribers	32.8		11.7		21.1		180	%

Revenues	$	1,347	$	627	$	720	115	%

Pluto TV (Global)
MAUs	64.4		43.1		21.3		49	%

Revenues	$	1,059	$	562	$	497	88	%

(a) ~~The increase is primarily the result of the Company’s issuance of $1.80 billion of senior notes, partially offset by the repayment of $1.20 billion of outstanding senior notes. (See Note 9~~Prior to ~~the consolidated financial statements.)~~its rebranding in March 2021 Paramount+ was named CBS All Access.

Revenues

Increase/(Decrease)
At December 31, 2017 2016 $ %
Pension and postretirement benefit obligations ^(a)
$ 1,328
$ 1,769
$ (441 ) (25 )%
For 2021, revenues increased 83% reflecting growth across our streaming services.

~~(a) The decrease primarily relates to discretionary contributions made during 2017 to prefund the Company’s qualified pension plans, offset by changes in actuarial assumptions.~~

Increase/(Decrease)
At December 31, 2017 2016 $ %
Other liabilities ^(a)
$ 2,155
$ 1,807
$ 348
19 %

~~(a) The increase is primarily due to a tax liability resulting from the enactment of the Tax Reform Act in December 2017.~~

Increase/(Decrease)
At December 31, 2017 2016 $ %
Liabilities of discontinued operations ^(a)
$ 42
$ 2,451
$ (2,409 ) (98 )%

~~(a) The decrease reflects the split-off of CBS Radio during the fourth quarter of 2017. (See Note 4 to the consolidated financial statements.)~~

~~Cash Flows~~Advertising

The ~~changes in cash and cash equivalents were as follows:~~

Increase/ (Decrease) Increase/ (Decrease)
Year Ended December 31, 2017
2016
2017 vs. 2016 2015 2016 vs. 2015
Cash provided by operating activities from:
Continuing operations $ 793
$ 1,454
$ (661 ) $ 1,189
$ 265

Discontinued operations 94
231
(137 ) 205
26

Cash provided by operating activities 887
1,685
(798 ) 1,394
291

Cash (used for) provided by investing activities from:
Continuing operations (523 ) (334 ) (189 ) 179
(513 )
Discontinued operations (24 ) (6 ) (18 ) (25 ) 19

Cash (used for) provided by investing activities (547 ) (340 ) (207 ) 154
(494 )
Cash used for financing activities (677 ) (1,046 ) 369
(1,653 ) 607

Net (decrease) increase in cash and cash equivalents $ (337 ) $ 299
$ (636 ) $ (105 ) $ 404

~~Operating Activities.~~ In 2017, the decrease in cash provided by operating activities from continuing operations was driven by discretionary pension contributions of $600 million made during 2017 to prefund the Company’s qualified plans; a decline89% increase in advertising revenues ~~including~~reflects growth from Pluto TV and Paramount+. Pluto TV global MAUs were 64.4 million for December 2021, reflecting growth of 21.3 million, or 49%, from 43.1 million for December 2020.

Subscription

The 80% increase in subscription revenues reflects growth across our subscription streaming services. Global streaming subscribers grew 26.2 million, or 88%, compared with December 31, 2020, led by growth from Paramount+, reflecting significant growth in U.S. subscribers and the ~~benefit~~impact from launches in ~~2016 from CBS’s broadcast of~~ ~~Super Bowl 50;~~ international markets, as well as subscriber growth for Showtime OTT and ~~an increased investment in internally-produced television programming~~BET+.~~These decreases were partially~~

Adjusted OIBDA

Adjusted OIBDA decreased $821 million, as the revenue growth was more than offset by higher ~~affiliate~~content, marketing, distribution, and ~~subscription fee revenues.~~

other cost increases to support growth in our streaming services, including for the launch of Paramount+ in 2021.

II-28

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Filmed Entertainment

~~In 2016,~~


					Increase/(Decrease)
Year Ended December 31,	2021		2020		$		%
Advertising	$	18	$	18	$	—	—	%
Theatrical	241		180		61		34
Licensing and other	2,428		2,272		156		7
Revenues	$	2,687	$	2,470	$	217	9	%

Adjusted OIBDA	$	207	$	158	$	49	31	%

Revenues

For 2021, the 9% increase in revenues reflected growth in licensing and theatrical revenues.

Theatrical

The 34% increase in theatrical revenues was driven by 2021 releases including A Quiet Place Part II and PAW Patrol: The Movie, while 2020 was impacted by the closure or reduced capacity of movie theaters in response to COVID-19, following the release of Sonic the Hedgehog in the first quarter of 2020, and throughout the remainder of the year.

Licensing and Other

The 7% increase in licensing and other revenues was driven by the licensing of Coming 2 America, Tom Clancy’s Without Remorse and Halloween Kills while 2020 included licensing of the first quarter 2020 theatrical release Sonic the Hedgehog, but was also impacted by the above-mentioned impact from COVID-19.

Adjusted OIBDA

Adjusted OIBDA increased 31%, primarily the result of higher profits from licensing.

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 relating to new and existing investments, including SkyShowtime, our streaming joint venture with Comcast, under which both parent companies have committed to support initial operations over a multiyear period; discretionary share repurchases, dividends and principal payments on our outstanding indebtedness. Our planned spending in 2023 includes continued increased investment in our streaming services. We believe that our operating cash flows, cash and cash equivalents, which were $2.89 billion as of December 31, 2022, borrowing capacity under our $3.50 billion Credit Facility described below, as well as access to capital markets are sufficient to fund our operating, investing and financing requirements for the next twelve months.

Our funding for long-term obligations, including our long-term debt (see Note 10), and the long-term portion of the other cash requirements discussed above, including contractual commitments for programming and talent (see

II-29

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Note 20) and lease obligations (see Note 11), as well as those not yet committed to, will come from cash flows from operating activities, proceeds from noncore asset sales, including the planned sale of Simon & Schuster (see Consolidated Results of Operations - 2022 vs. 2021, Net Earnings from Discontinued Operations), and our ability to refinance our debt. Any additional cash funding requirements are financed with short-term borrowings, including commercial paper, and long-term debt. To the extent that commercial paper is not available to us, the Credit Facility provides sufficient capacity to satisfy short-term borrowing needs. In addition, if necessary, we could increase our liquidity position by reducing non-committed spending. 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.

Our access to capital markets can be impacted by factors outside our control, including economic conditions; however, we believe that our strong balance sheet, cash flows, credit facility and credit ratings will provide us with adequate access to funding for our expected cash needs. The cost of any new borrowings is affected by market conditions and short- and long-term debt ratings assigned by independent rating agencies, and there can be no assurance that we will be able to access capital markets on terms and conditions that will be favorable to us.

Cash Flows

The changes in cash, cash equivalents and restricted cash were as follows:


					Increase/ (Decrease)					Increase/ (Decrease)
Year Ended December 31,	2022		2021		2022 vs. 2021			2020		2021 vs. 2020
Net cash flow (used for) provided by operating activities:
Continuing operations	$	(142)	$	835		$	(977)	$	2,215		$	(1,380)
Discontinued operations	361		118			243		79			39
Net cash flow provided by operating activities	219		953			(734)		2,294			(1,341)
Net cash flow (used for) provided by investing activities:
Continuing operations	(518)		2,402			(2,920)		63			2,339
Discontinued operations	(8)		(7)			(1)		(7)			—
Net cash flow (used for) provided by investing activities	(526)		2,395			(2,921)		56			2,339
Net cash flow used for financing activities	(2,981)		(152)			(2,829)		(90)			(62)
Effect of exchange rate changes on cash and cash equivalents	(94)		(48)			(46)		25			(73)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(3,382)	$	3,148		$	(6,530)	$	2,285		$	863

Operating Activities. Operating cash flow from continuing operations for 2022 was a net use of cash of $142 million compared to a net source of cash of $835 million for 2021. The use of cash in 2022 was mainly the result of significant investment in our streaming services, including spending for content, marketing and distribution costs. The decrease in operating cash flow from continuing operations in 2022 compared to 2021 is primarily driven by the decline in Adjusted OIBDA, partially offset by lower payments for income taxes. Cash paid for income taxes from continuing operations decreased to $61 million for 2022 from $291 million for 2021, primarily resulting from lower earnings from continuing operations before income taxes, partially offset by the impact of the timing of production tax incentive receipts.

II-30

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

The decrease in cash flow provided by operating activities from continuing operations for 2021 compared to 2020 was ~~primarily~~mainly driven by ~~growth~~our increased investment in ~~affiliate~~our streaming services, including spending for content, advertising and ~~subscription fees~~marketing, and a higher ~~advertising revenues, including from the broadcast~~level of ~~Super Bowl 50~~,production in 2021 as a result of production shutdowns in 2020 due to COVID-19. The decrease was partially offset by ~~increased investment in programming~~higher collections and ~~higher~~lower payments for restructuring, merger-related costs and transformation initiatives, as well as lower payments for income taxes. Cash paid for income taxes from continuing operations decreased to $291 million for 2021 from $411 million for 2020, primarily due to a higher volume of production incentives received, lower adjusted earnings from continuing operations before income taxes and a higher deduction associated with the exercise and vesting of stock-based compensation, partially offset by higher payments associated with gains from dispositions, primarily from the sale of CBS Studio Center in 2021.

Net cash flow provided by operating activities included payments for restructuring, merger-related costs and transformation initiatives of $244 million, $294 million and $584 million for 2022, 2021, and 2020, respectively. Since the Merger, we have invested in a number of transformation initiatives. Initially, these were undertaken to realize synergies related to the Merger. Beginning in 2022, our transformation initiatives are related to future-state technology, including the unification and evolution of systems and platforms, and migration to the cloud. In addition, we are investing in future-state workspaces, including adapting our facilities to accommodate our hybrid and agile work model.

Cash flow provided by operating activities from discontinued operations ~~primarily reflected~~reflects the operating activities of ~~CBS Radio. Operating activities from discontinued operations~~Simon & Schuster, and for 2022 also ~~included payments and refunds for tax matters in foreign jurisdictions related to previously disposed businesses that are accounted for as discontinued operations.~~

~~Cash paid for income taxes for~~includes the ~~years ended December 31, 2017, 2016 and 2015 was as follows:~~

Year Ended December 31, 2017
2016
2015
Cash taxes included in operating activities from continuing operations $ 365
$ 390
$ 287
Less: Excess tax benefits from the exercise of stock options and
vesting of restricted stock units, included in financing activities
—
17
88
Cash paid for income taxes from continuing operations $ 365
$ 373
$ 199

~~The decrease in cash paid for income taxes in 2017 reflects a tax benefit from contributions~~receipt of ~~$600~~the $200 million to prefund the Company’s qualified pension plans and a higher tax benefit associated with the exercise of stock options and vesting of RSUs, offset by the impact from the expiration of a tax law which benefited cash taxes for 2016. The increase in cash paid for income taxes for 2016 was driven by higher taxable income and a higher tax benefit in 2015 from the exercise of stock options and the vesting of restricted stock units.

Cash taxes from continuing operations benefited from federal income tax refunds of $32 million in 2017, $90 million in 2016 and $169 million in 2015. Cash taxes for 2016 also included a one-time benefit of $47 million associated with a multiyear adjustment to a tax deduction, which was approved by the IRS during the third quarter of 2016.

~~For 2018, cash taxes are expected to be significantly lower than 2017 primarily due~~termination fee described under Legal Matters-Litigation Related to the ~~enactment~~Proposed Sale of ~~the Tax Reform Act. However, a more precise estimate cannot currently be determined.~~Simon & Schuster.

Investing Activities

Year Ended December 31, 2017
2016
2015
Acquisitions (including acquired television library), net of cash acquired ^(a)
$ (270 ) $ (92 ) $ (12 )
Capital expenditures ^(b)
(185 ) (196 ) (171 )
Investments in and advances to investee companies ^(c)
(110 ) (81 ) (98 )
Proceeds from dispositions ^(d)
11
20
383
All other investing activities from continuing operations, net 31
15
77
Cash flow (used for) provided by investing activities from
continuing operations
(523 ) (334 ) 179
Cash flow used for investing activities from discontinued operations (24 ) (6 ) (25 )
Cash flow (used for) provided by investing activities $ (547 ) $ (340 ) $ 154


Year Ended December 31,	2022		2021		2020
Investments (a)	$	(254)	$	(193)	$	(59)
Capital expenditures (b)	(358)		(354)		(324)
Acquisitions, net of cash acquired (c)	—		(54)		(147)
Proceeds from dispositions (d)	95		3,028		593
Other investing activities	(1)		(25)		—
Net cash flow (used for) provided by investing activities from continuing operations	(518)		2,402		63
Net cash flow used for investing activities from discontinued operations	(8)		(7)		(7)
Net cash flow (used for) provided by investing activities	$	(526)	$	2,395	$	56

(a) ~~2017~~Primarily includes investment in The CW in all three years. 2022 also includes investment in SkyShowtime.

(b) Includes payments associated with the implementation of our transformation initiatives of $45 million, $68 million, and $40 million for 2022, 2021, and 2020, respectively.

(c) 2021 reflects the acquisitions of Chilevisión, a free-to-air television channel, and a controlling interest in Fox TeleColombia & Estudios TeleMexico, a Spanish language content producer. 2020 primarily reflects the acquisition of ~~Network Ten, one~~Miramax, a global film and television studio.

(d) 2022 primarily reflects proceeds related to the sale of ~~three major commercial broadcast networks~~investments and from the disposition of international intangible assets. 2021 primarily reflects proceeds received from the sales of CBS Studio Center and51 West 52nd Street. 2021 also includes proceeds received from the sale of our investment in ~~Australia, for approximately $124 million, net~~fuboTV during the fourth quarter of ~~cash acquired,~~2020, and proceeds received from the ~~acquisition~~sales of a ~~television library. 2016 primarily~~noncore trademark licensing operation and other investments. 2020 reflects the ~~acquisitions of a sports-focused digital media business and a publishing business.~~

~~(b) Capital expenditures for 2018 are anticipated to be approximately $200 million.~~

~~(c) Mainly includes the Company’s investment in The CW as well as its other domestic and international television joint ventures.~~

~~(d) 2016 and 2015 primarily reflect~~ sales of ~~internet businesses in China.~~CMG and marketable securities.

II-31

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Financing Activities


Year Ended December 31,	2022		2021		2020
Repayments of commercial paper borrowings, net	$	—	$	—	$	(698)
Proceeds from issuance of debt	1,138		58		4,375
Repayment of debt	(3,140)		(2,230)		(2,909)
Dividends paid on preferred stock	(58)		(30)		—
Dividends paid on common stock	(631)		(617)		(600)
Proceeds from issuance of preferred stock	—		983		—
Proceeds from issuance of common stock	—		1,672		—
Purchase of Company common stock	—		—		(58)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(31)		(110)		(93)
Proceeds from exercise of stock options	—		408		5
Payments to noncontrolling interests	(218)		(235)		(59)
Other financing activities	(41)		(51)		(53)
Net cash flow used for financing activities	$	(2,981)	$	(152)	$	(90)

Year Ended December 31, 2017 2016 2015
Repurchase of CBS Corp. Class B Common Stock $ (1,111 ) $ (2,997 ) $ (2,813 )
Proceeds from (repayments of) short-term debt borrowings, net 229
450
(616 )
Proceeds from issuance of senior notes 1,773
684
1,959
Repayment of senior notes and debentures (1,244 ) (199 ) —
Proceeds from debt borrowings of CBS Radio 40
1,452
—
Repayment of debt borrowings of CBS Radio (43 ) (110 ) —
Dividends (296 ) (288 ) (300 )
Payment of payroll taxes in lieu of issuing shares for
stock-based compensation (89 ) (58 ) (96 )
Proceeds from exercise of stock options 91
21
142
All other financing activities, net (27 ) (1 ) 71
Cash flow used for financing activities $ (677 ) $ (1,046 ) $ (1,653 )

~~Free Cash Flow~~

Free cash flow is a non-GAAP financial measure. Free cash flow reflects the Company’s net cash flow provided by (used for) operating activities before operating cash flow from discontinued operations and discretionary contributions to prefund the Company’s pension plans, and including capital expenditures. The Company’s calculation of free cash flow includes capital expenditures because investment in capital expenditures is a use of cash that is directly related to the Company’s operations. Free cash flow excludes discretionary contributions to prefund the Company’s pension plans because management assesses the Company’s ability to generate operating cash flows without considering the impact from discretionary pension contributions, and decisions regarding the timing of pension plan funding are not dependent on the level of operating cash flows generated during the period. The Company’s net cash flow provided by (used for) operating activities is the most directly comparable GAAP financial measure.

Management believes free cash flow provides investors with an important perspective on the cash available to the Company to service debt, make strategic acquisitions and investments, maintain its capital assets, satisfy its tax obligations, and fund ongoing operations and working capital needs. As a result, free cash flow is a significant measure of the Company’s ability to generate long-term value. It is useful for investors to know whether this ability is being enhanced or degraded as a result of the Company’s operating performance. The Company believes the presentation of free cash flow is relevant and useful for investors because it allows investors to evaluate the cash generated from the Company’s underlying operations in a manner similar to the method used by management. Free cash flow is one of several components of incentive compensation targets for certain management personnel. In addition, free cash flow is a primary measure used externally by the Company’s investors, analysts and industry peers for purposes of valuation and comparison of the Company’s operating performance to other companies in its industry.

As free cash flow is not a measure calculated in accordance with GAAP, free cash flow should not be considered in isolation of, or as a substitute for, either net cash flow provided by (used for) operating activities as a measure of liquidity or net earnings as a measure of operating performance. Free cash flow, as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, free cash flow as a measure of liquidity has certain limitations, does not necessarily represent funds available for discretionary use and is not necessarily a measure of the Company’s ability to fund its cash needs. When comparing free cash flow to net cash flow provided by (used for) operating activities, the most directly comparable GAAP financial measure, users of this financial information should consider the types of events and transactions that are not reflected in free cash flow.

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~The following table presents a reconciliation of the Company’s free cash flow to net cash flow provided by operating activities.~~

Year Ended December 31, 2017 2016 2015
Net cash flow provided by operating activities $ 887
$ 1,685
$ 1,394
Capital expenditures (185 ) (196 ) (171 )
Exclude discretionary pension plan contributions,
net of tax of $219 million
(381 ) —
—
Exclude operating cash flow from discontinued operations 94
231
205
Free cash flow $ 989
$ 1,258
$ 1,018

Dividends

~~For the years ended December 31, 2017, 2016 and 2015, the Company~~We declared ~~total per share dividends of $.72, $.66, and $.60, respectively, which resulted in total annual dividends of $289 million, $294 million and $293 million, respectively.~~

~~On February 1, 2018, the Company announced~~ a quarterly cash dividend ~~of $.18 per share~~ on ~~its~~our Class A and Class B Common Stock ~~payable on April 1, 2018.~~ during each of the quarters of 2022, 2021, and 2020. During each of the years ended December 31, 2022, 2021 and 2020, we declared total per share dividends of $.96, resulting in total annual dividends of $635 million, $625 million and $601 million, respectively.

~~Share Repurchase Program~~

During ~~2017,~~each of the ~~Company repurchased 16.2~~quarters of 2022, we declared a quarterly cash dividend of $1.4375 per share on our 5.75% Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”), resulting in total annual dividends of $58 million ~~shares~~for the year ended December 31, 2022. For the year ended December 31, 2021, we recorded total annual dividends on our Mandatory Convertible Preferred Stock of ~~CBS Corp. Class B Common~~$44 million. During each of the third and fourth quarters of 2021, we declared a quarterly cash dividend on our Mandatory Convertible Preferred Stock ~~under its share repurchase program for $1.05 billion, at an average cost~~ of ~~$64.70~~$1.4375 per share. ~~At December 31, 2017, $3.06 billion~~During the second quarter of ~~authorization remained under the~~2021, we declared a quarterly cash dividend on our Mandatory Convertible Preferred Stock of $1.5493 per share, ~~repurchase program.~~representing a dividend period from March 26, 2021 through July 1, 2021.

Also during 2017, the Company completed the split-off of CBS Radio through an exchange offer, in which the Company accepted 17.9 million shares of CBS Corp. Class B Common Stock from its stockholders in exchange for the 101.4 million shares of CBS Radio common stock that it owned. (See Note 4 to the consolidated financial statements.)

Liquidity and Capital ~~Structure~~Resources

~~The following table sets forth~~Sources and Uses of Cash

II-29

At December 31, 2017 2016
Commercial paper $ 679
$ 450
Senior debt (1.95%-7.875% due 2017-2045) 9,426
8,850
Obligations under capital leases 57
75
Total debt ^(a)
10,162
9,375
Less commercial paper 679
450
Less current portion of long-term debt 19
23
Total long-term debt, net of current portion $ 9,464
$ 8,902

~~(a)~~

At December 31, 2017 and 2016, the senior debt balances included (i) a net unamortized discount of $65 million and $52 million, respectively, (ii) unamortized deferred financing costs of $47 million and $43 million, respectively, and (iii) a $3 million decrease and a $5 million increase, respectively, in the carrying value of the debt relating to previously settled fair value hedges. The face value of the Company’s total debt was $10.28 billion at December 31, 2017 and $9.47 billion at December 31, 2016.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~For the year ended December 31, 2017,~~

Our access to capital markets can be impacted by factors outside our control, including economic conditions; however, we believe that our strong balance sheet, cash flows, credit facility and credit ratings will provide us with adequate access to funding for our expected cash needs. The cost of any new borrowings is affected by market conditions and short- and long-term debt ~~issuances, redemptions~~ratings assigned by independent rating agencies, and ~~repayments~~there can be no assurance that we will be able to access capital markets on terms and conditions that will be favorable to us.

Cash Flows

The changes in cash, cash equivalents and restricted cash were as follows:


					Increase/ (Decrease)					Increase/ (Decrease)
Year Ended December 31,	2022		2021		2022 vs. 2021			2020		2021 vs. 2020
Net cash flow (used for) provided by operating activities:
Continuing operations	$	(142)	$	835		$	(977)	$	2,215		$	(1,380)
Discontinued operations	361		118			243		79			39
Net cash flow provided by operating activities	219		953			(734)		2,294			(1,341)
Net cash flow (used for) provided by investing activities:
Continuing operations	(518)		2,402			(2,920)		63			2,339
Discontinued operations	(8)		(7)			(1)		(7)			—
Net cash flow (used for) provided by investing activities	(526)		2,395			(2,921)		56			2,339
Net cash flow used for financing activities	(2,981)		(152)			(2,829)		(90)			(62)
Effect of exchange rate changes on cash and cash equivalents	(94)		(48)			(46)		25			(73)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(3,382)	$	3,148		$	(6,530)	$	2,285		$	863

~~Debt Issuances~~

~~November 2017, $400~~Operating Activities. Operating cash flow from continuing operations for 2022 was a net use of cash of $142 million ~~2.90% senior notes due 2023~~

~~November 2017, $500~~compared to a net source of cash of $835 million ~~3.70% senior notes due 2028~~

~~July 2017, $400~~for 2021. The use of cash in 2022 was mainly the result of significant investment in our streaming services, including spending for content, marketing and distribution costs. The decrease in operating cash flow from continuing operations in 2022 compared to 2021 is primarily driven by the decline in Adjusted OIBDA, partially offset by lower payments for income taxes. Cash paid for income taxes from continuing operations decreased to $61 million ~~2.50% senior notes due 2023~~

~~July 2017, $500~~for 2022 from $291 million ~~3.375% senior notes due 2028~~

~~Debt Redemptions~~

~~November 2017, $500 million 5.750% senior notes due 2020~~

~~July 2017, $300 million 4.625% senior notes due 2018~~

~~Debt Repayments~~

~~July 2017, $400 million 1.950% senior notes due 2017, upon maturity~~

~~The Company used~~for 2021, primarily resulting from lower earnings from continuing operations before income taxes, partially offset by the net proceeds from the 2017 issuances for the redemption and repayment of $1.20 billion of senior notes and for general corporate purposes, including discretionary contributions to the Company’s qualified pension plans and the repayment of short-term borrowings, including commercial paper.

~~The early redemption~~impact of the ~~$500 million 5.750% senior notes due April 2020 and the $300 million 4.625% senior notes due May 2018 resulted in a pre-tax loss on early extinguishment~~timing of ~~debt of $49 million ($31 million, net of tax) for the year ended December 31, 2017.~~production tax incentive receipts.

During July 2016, the Company issued $700 million of 2.90% senior notes due 2027 and used the net proceeds for general corporate purposes, including the repurchase of CBS Corp. Class B Common Stock and the repayment of short-term borrowings, including commercial paper. During January 2016, the Company repaid its $200 million of outstanding 7.625% senior debentures upon maturity.

~~At December 31, 2017, the Company’s scheduled maturities of long-term debt at face value, excluding capital leases, were as follows:~~

II-30

2023 and
2018 2019 2020 2021 2022 Thereafter
Long-term debt $ —
$ 600
$ —
$ 300
$ 700
$ 7,940

~~Commercial Paper~~

The Company had outstanding commercial paper borrowings under its $2.50 billion commercial paper program of $679 million and $450 million at December 31, 2017 and 2016, respectively, each with maturities of less than 90 days. The weighted average interest rate for these borrowings was 1.88% and 0.98% at December 31, 2017 and 2016, respectively.

~~Credit Facility~~

At December 31, 2017, the Company had a $2.5 billion revolving credit facility (the “Credit Facility”) which expires in June 2021. The Company, at its option, may also borrow in certain foreign currencies up to specified limits under the Credit Facility. Borrowing rates under the Credit Facility are determined at the Company’s option at the time of each borrowing and are based generally on the prime rate in the U.S. or LIBOR plus a margin based on the Company’s senior unsecured debt rating. The Company pays a facility fee based on the total amount of the commitments.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

The ~~Credit Facility requires the Company to maintain a maximum Consolidated Leverage Ratio of 4.5x at the end of each quarter as further described~~decrease in ~~the Credit Facility. At December 31, 2017, the Company’s Consolidated Leverage Ratio was approximately 3.1x.~~

~~The Consolidated Leverage Ratio reflects the ratio of the Company’s indebtedness~~cash flow provided by operating activities from continuing operations for 2021 compared to 2020 was mainly driven by our increased investment in our streaming services, including spending for content, advertising and marketing, and a higher level of production in 2021 as a result of production shutdowns in 2020 due to COVID-19. The decrease was partially offset by higher collections and lower payments for restructuring, merger-related costs and transformation initiatives, as well as lower payments for income taxes. Cash paid for income taxes from continuing operations decreased to $291 million for 2021 from $411 million for 2020, primarily due to a higher volume of production incentives received, lower adjusted earnings from continuing operations before income taxes and a higher deduction associated with the exercise and vesting of stock-based compensation, partially offset by higher payments associated with gains from dispositions, primarily from the sale of CBS Studio Center in 2021.

Net cash flow provided by operating activities included payments for restructuring, merger-related costs and transformation initiatives of $244 million, $294 million and $584 million for 2022, 2021, and 2020, respectively. Since the Merger, we have invested in a number of transformation initiatives. Initially, these were undertaken to ~~exclude certain capital lease obligations, at~~realize synergies related to the ~~end~~Merger. Beginning in 2022, our transformation initiatives are related to future-state technology, including the unification and evolution of systems and platforms, and migration to the cloud. In addition, we are investing in future-state workspaces, including adapting our facilities to accommodate our hybrid and agile work model.

Cash flow provided by operating activities from discontinued operations reflects the operating activities of Simon & Schuster, and for 2022 also includes the receipt of the $200 million termination fee described under Legal Matters-Litigation Related to the Proposed Sale of Simon & Schuster.

Investing Activities


Year Ended December 31,	2022		2021		2020
Investments (a)	$	(254)	$	(193)	$	(59)
Capital expenditures (b)	(358)		(354)		(324)
Acquisitions, net of cash acquired (c)	—		(54)		(147)
Proceeds from dispositions (d)	95		3,028		593
Other investing activities	(1)		(25)		—
Net cash flow (used for) provided by investing activities from continuing operations	(518)		2,402		63
Net cash flow used for investing activities from discontinued operations	(8)		(7)		(7)
Net cash flow (used for) provided by investing activities	$	(526)	$	2,395	$	56

(a) Primarily includes investment in The CW in all three years. 2022 also includes investment in SkyShowtime.

(b) Includes payments associated with the implementation of our transformation initiatives of $45 million, $68 million, and $40 million for 2022, 2021, and 2020, respectively.

(d) 2022 primarily reflects proceeds related to the sale of investments and from the disposition of international intangible assets. 2021 primarily reflects proceeds received from the sales of CBS Studio Center and51 West 52nd Street. 2021 also includes proceeds received from the sale of our investment in fuboTV during the fourth quarter of 2020, and proceeds received from the sales of a ~~quarter, to~~noncore trademark licensing operation and other investments. 2020 reflects the ~~Company’s Consolidated EBITDA~~sales of CMG and marketable securities.

II-31

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Financing Activities


Year Ended December 31,	2022		2021		2020
Repayments of commercial paper borrowings, net	$	—	$	—	$	(698)
Proceeds from issuance of debt	1,138		58		4,375
Repayment of debt	(3,140)		(2,230)		(2,909)
Dividends paid on preferred stock	(58)		(30)		—
Dividends paid on common stock	(631)		(617)		(600)
Proceeds from issuance of preferred stock	—		983		—
Proceeds from issuance of common stock	—		1,672		—
Purchase of Company common stock	—		—		(58)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(31)		(110)		(93)
Proceeds from exercise of stock options	—		408		5
Payments to noncontrolling interests	(218)		(235)		(59)
Other financing activities	(41)		(51)		(53)
Net cash flow used for financing activities	$	(2,981)	$	(152)	$	(90)

Dividends

We declared a quarterly cash dividend on our Class A and Class B Common Stock during each of the quarters of 2022, 2021, and 2020. During each of the years ended December 31, 2022, 2021 and 2020, we declared total per share dividends of $.96, resulting in total annual dividends of $635 million, $625 million and $601 million, respectively.

~~The Credit Facility is used for general corporate purposes. At~~year ended December 31, ~~2017,~~2022. For the ~~Company had no borrowings outstanding under~~year ended December 31, 2021, we recorded total annual dividends on our Mandatory Convertible Preferred Stock of $44 million. During each of the ~~Credit Facility~~third and fourth quarters of 2021, we declared a quarterly cash dividend on our Mandatory Convertible Preferred Stock of $1.4375 per share. During the ~~remaining availability under the Credit Facility, net~~second quarter of ~~outstanding letters~~2021, we declared a quarterly cash dividend on our Mandatory Convertible Preferred Stock of ~~credit, was $2.49 billion.~~$1.5493 per share, representing a dividend period from March 26, 2021 through July 1, 2021.

Liquidity and Capital Resources

~~The Company continually projects~~Sources and Uses of Cash

We project anticipated cash requirements for ~~its~~our operating, investing and financing needs as well as cash flows expected to be generated ~~from operating activities~~and available to meet these needs. ~~The Company’s~~Our operating needs include, among other items, ~~commitments~~expenditures for ~~sports programming rights,~~content for our broadcast and cable networks and streaming services, including television and film programming, sports rights, and talent contracts, ~~operating~~as well as advertising and marketing costs to promote our content and platforms; payments for leases, interest, ~~payments,~~and income taxes; and pension funding obligations. ~~The Company’s~~Our investing and financing spending includes capital ~~expenditures,~~expenditures; acquisitions; funding relating to new and existing investments, including SkyShowtime, our streaming joint venture with Comcast, under which both parent companies have committed to support initial operations over a multiyear period; discretionary share repurchases, dividends and principal payments on ~~its~~our outstanding indebtedness. ~~The Company believes~~Our planned spending in 2023 includes continued increased investment in our streaming services. We believe that ~~its~~our operating cash flows, cash and cash equivalents, which were $2.89 billion as of December 31, 2022, borrowing capacity under ~~its~~our $3.50 billion Credit Facility ~~which had $2.49 billion of remaining availability at December 31, 2017, and~~described below, as well as access to capital markets are sufficient to fund ~~its~~our operating, investing and financing requirements for the next twelve months.

~~The Company’s~~Our funding for ~~short-term and~~ long-term obligations, including our long-term debt (see Note 10), and the long-term portion of the other cash requirements discussed above, including contractual commitments for programming and talent (see

II-29

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Note 20) and lease obligations (see Note 11), as well as those not yet committed to, will come ~~primarily~~ from cash flows from operating ~~activities.~~activities, proceeds from noncore asset sales, including the planned sale of Simon & Schuster (see Consolidated Results of Operations - 2022 vs. 2021, Net Earnings from Discontinued Operations), and our ability to refinance our debt. Any additional cash funding requirements are financed with short-term borrowings, including commercial paper, and long-term debt. To the extent that commercial paper is not available to us, the ~~Company, the existing~~ Credit Facility provides sufficient capacity to satisfy short-term borrowing needs. ~~The Company~~In addition, if necessary, we could increase our liquidity position by reducing non-committed spending. We routinely ~~assesses its~~assess our capital structure and opportunistically ~~enters~~enter into transactions to ~~lower its interest expense,~~manage our outstanding debt maturities, which could result in a charge from the early extinguishment of debt.

~~Funding~~Our access to capital markets can be impacted by factors outside our control, including economic conditions; however, we believe that our strong balance sheet, cash flows, credit facility and credit ratings will provide us with adequate access to funding for ~~the Company’s~~our expected cash needs. The cost of any new borrowings is affected by market conditions and short- and long-term debt ~~obligations due over~~ratings assigned by independent rating agencies, and there can be no assurance that we will be able to access capital markets on terms and conditions that will be favorable to us.

Cash Flows

The changes in cash, cash equivalents and restricted cash were as follows:


					Increase/ (Decrease)					Increase/ (Decrease)
Year Ended December 31,	2022		2021		2022 vs. 2021			2020		2021 vs. 2020
Net cash flow (used for) provided by operating activities:
Continuing operations	$	(142)	$	835		$	(977)	$	2,215		$	(1,380)
Discontinued operations	361		118			243		79			39
Net cash flow provided by operating activities	219		953			(734)		2,294			(1,341)
Net cash flow (used for) provided by investing activities:
Continuing operations	(518)		2,402			(2,920)		63			2,339
Discontinued operations	(8)		(7)			(1)		(7)			—
Net cash flow (used for) provided by investing activities	(526)		2,395			(2,921)		56			2,339
Net cash flow used for financing activities	(2,981)		(152)			(2,829)		(90)			(62)
Effect of exchange rate changes on cash and cash equivalents	(94)		(48)			(46)		25			(73)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(3,382)	$	3,148		$	(6,530)	$	2,285		$	863

Operating Activities. Operating cash flow from continuing operations for 2022 was a net use of cash of $142 million compared to a net source of cash of $835 million for 2021. The use of cash in 2022 was mainly the ~~next five years~~result of ~~$1.60 billion~~significant investment in our streaming services, including spending for content, marketing and distribution costs. The decrease in operating cash flow from continuing operations in 2022 compared to 2021 is ~~expected~~primarily driven by the decline in Adjusted OIBDA, partially offset by lower payments for income taxes. Cash paid for income taxes from continuing operations decreased to ~~come~~$61 million for 2022 from $291 million for 2021, primarily resulting from lower earnings from continuing operations before income taxes, partially offset by the ~~Company’s ability to refinance its debt and cash generated from operating activities.~~impact of the timing of production tax incentive receipts.

At December 31, 2017, the Company had $3.06 billion of remaining availability under its share repurchase program. Share repurchases under the program are expected to be funded by cash flows from operations and, as appropriate, with short-term borrowings, including commercial paper, and/or the issuance of long-term debt.

II-30

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

The decrease in cash flow provided by operating activities from continuing operations for 2021 compared to 2020 was mainly driven by our increased investment in our streaming services, including spending for content, advertising and marketing, and a higher level of production in 2021 as a result of production shutdowns in 2020 due to COVID-19. The decrease was partially offset by higher collections and lower payments for restructuring, merger-related costs and transformation initiatives, as well as lower payments for income taxes. Cash paid for income taxes from continuing operations decreased to $291 million for 2021 from $411 million for 2020, primarily due to a higher volume of production incentives received, lower adjusted earnings from continuing operations before income taxes and a higher deduction associated with the exercise and vesting of stock-based compensation, partially offset by higher payments associated with gains from dispositions, primarily from the sale of CBS Studio Center in 2021.

~~Contractual Obligations~~

AsNet cash flow provided by operating activities included payments for restructuring, merger-related costs and transformation initiatives of ~~December 31, 2017, payments due~~$244 million, $294 million and $584 million for 2022, 2021, and 2020, respectively. Since the Merger, we have invested in a number of transformation initiatives. Initially, these were undertaken to realize synergies related to the Merger. Beginning in 2022, our transformation initiatives are related to future-state technology, including the unification and evolution of systems and platforms, and migration to the cloud. In addition, we are investing in future-state workspaces, including adapting our facilities to accommodate our hybrid and agile work model.

Cash flow provided by ~~period~~operating activities from discontinued operations reflects the operating activities of Simon & Schuster, and for 2022 also includes the receipt of the $200 million termination fee described under Legal Matters-Litigation Related to the ~~Company’s significant contractual obligations with remaining terms in excess~~Proposed Sale of ~~one year were as follows:~~Simon & Schuster.

Payments Due by Period
2023 and
Total 2018 2019-2020 2021-2022 thereafter
Programming and talent commitments ^(a)
$ 10,414
$ 2,281
$ 4,063
$ 3,276
$ 794
Purchase obligations ^(b)
790
218
423
78
71
Operating leases ^(c)
1,122
155
240
200
527
Long-term debt obligations ^(d)
9,540
—
600
1,000
7,940
Interest commitments on long-term debt ^(e)
5,122
406
793
741
3,182
Capital lease obligations (including interest) ^(f)
62
19
27
16
—
Other long-term contractual obligations ^(g)
1,834
—
1,081
425
328
Total $ 28,884
$ 3,079
$ 7,227
$ 5,736
$ 12,842
Investing Activities


Year Ended December 31,	2022		2021		2020
Investments (a)	$	(254)	$	(193)	$	(59)
Capital expenditures (b)	(358)		(354)		(324)
Acquisitions, net of cash acquired (c)	—		(54)		(147)
Proceeds from dispositions (d)	95		3,028		593
Other investing activities	(1)		(25)		—
Net cash flow (used for) provided by investing activities from continuing operations	(518)		2,402		63
Net cash flow used for investing activities from discontinued operations	(8)		(7)		(7)
Net cash flow (used for) provided by investing activities	$	(526)	$	2,395	$	56

(a) ~~Programming~~Primarily includes investment in The CW in all three years. 2022 also includes investment in SkyShowtime.

(b) Includes payments associated with the implementation of our transformation initiatives of $45 million, $68 million, and ~~talent commitments~~$40 million for 2022, 2021, and 2020, respectively.

(c) 2021 reflects the acquisitions of Chilevisión, a free-to-air television channel, and a controlling interest in Fox TeleColombia & Estudios TeleMexico, a Spanish language content producer. 2020 primarily reflects the ~~Company~~acquisition of Miramax, a global film and television studio.

(d) 2022 primarily ~~include $7.30 billion for sports programming rights, $2.44 billion relating~~reflects proceeds related to the ~~production~~sale of investments and ~~licensing of television and film programming, and $672 million for talent contracts.~~

~~(b) Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including open purchase orders.~~

~~(c) Consists of long-term noncancellable operating lease commitments for office space, equipment, transponders and studio facilities.~~

~~(d) Long-term debt obligations are presented at face value, excluding capital leases.~~

~~(e) Future interest based on scheduled debt maturities, excluding capital leases.~~

~~(f) Includes capital leases for satellite transponders.~~

(g) Reflects long-term contractual obligations recorded on the Company’s Consolidated Balance Sheet, including program liabilities; participations due to producers; residuals; and a tax liability resulting from the ~~enactment~~disposition of international intangible assets. 2021 primarily reflects proceeds received from the ~~Tax Reform Act~~sales of CBS Studio Center and51 West 52nd Street. 2021 also includes proceeds received from the sale of our investment in ~~December 2017. This tax liability~~fuboTV during the fourth quarter of 2020, and proceeds received from the sales of a noncore trademark licensing operation and other investments. 2020 reflects the ~~estimated tax on the Company’s historical accumulated foreign earnings~~sales of CMG and ~~profits, which is payable to the IRS over eight years.~~marketable securities.

The table above excludes $138 million of reserves for uncertain tax positions and the related accrued interest and penalties, as the Company cannot reasonably predict the amount of and timing of cash payments relating to this obligation.

II-31

In 2018, the Company expects to make contributions of approximately $53 million to its non-qualified pension plans to satisfy the benefit payments due under these plans. Also in 2018, the Company expects to contribute approximately $49 million to its other postretirement benefit plans to satisfy the Company’s portion of benefit payments due under these plans.

~~Guarantees~~

The Company has indemnification obligations with respect to letters of credit and surety bonds primarily used as security against non-performance in the normal course of business. At December 31, 2017, the outstanding letters of credit and surety bonds approximated $99 million and were not recorded on the Consolidated Balance Sheet.

In the course of its business, the Company both provides and receives indemnities which are intended to allocate certain risks associated with business transactions. Similarly, the Company 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. The Company records a liability for its indemnification obligations and other contingent liabilities when probable and reasonably estimable.

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Financing Activities


Year Ended December 31,	2022		2021		2020
Repayments of commercial paper borrowings, net	$	—	$	—	$	(698)
Proceeds from issuance of debt	1,138		58		4,375
Repayment of debt	(3,140)		(2,230)		(2,909)
Dividends paid on preferred stock	(58)		(30)		—
Dividends paid on common stock	(631)		(617)		(600)
Proceeds from issuance of preferred stock	—		983		—
Proceeds from issuance of common stock	—		1,672		—
Purchase of Company common stock	—		—		(58)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(31)		(110)		(93)
Proceeds from exercise of stock options	—		408		5
Payments to noncontrolling interests	(218)		(235)		(59)
Other financing activities	(41)		(51)		(53)
Net cash flow used for financing activities	$	(2,981)	$	(152)	$	(90)

Dividends

During each of the quarters of 2022, we declared a quarterly cash dividend of $1.4375 per share on our 5.75% Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”), resulting in total annual dividends of $58 million for the year ended December 31, 2022. For the year ended December 31, 2021, we recorded total annual dividends on our Mandatory Convertible Preferred Stock of $44 million. During each of the third and fourth quarters of 2021, we declared a quarterly cash dividend on our Mandatory Convertible Preferred Stock of $1.4375 per share. During the second quarter of 2021, we declared a quarterly cash dividend on our Mandatory Convertible Preferred Stock of $1.5493 per share, representing a dividend period from March 26, 2021 through July 1, 2021.

Capital Structure

The following table sets forth our debt.


At December 31,	2022		2021

Senior debt (2.90%-7.875% due 2023-2050)	$	14,149	$	16,501
Junior debt (5.875%-6.375% due 2057 and 2062)	1,632		1,157
Other bank borrowings	55		35
Obligations under finance leases	10		16
Total debt (a)	15,846		17,709

Less current portion of long-term debt	239		11
Total long-term debt, net of current portion	$	15,607	$	17,698

(a) At December 31, 2022 and 2021, the senior and junior subordinated debt balances included (i) a net unamortized discount of $442 million and $466 million, respectively, and (ii) unamortized deferred financing costs of $89 million and $95 million, respectively. The face value of our total debt was $16.38 billion at December 31, 2022 and $18.27 billion at December 31, 2021.

II-32

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

During the year ended December 31, 2022, we redeemed senior notes totaling $2.39 billion, prior to maturity, for an aggregate redemption price of $2.49 billion and redeemed, at par, our $520 million of 5.875% junior subordinated debentures due February 2057. These redemptions resulted in a total pre-tax loss on extinguishment of debt of $120 million.

During the year ended December 31, 2022, we issued $1.00 billion of 6.375% junior subordinated debentures due 2062. The interest rate on these debentures will reset on March 30, 2027, and every five years thereafter to a fixed rate equal to the 5-year Treasury Rate (as defined pursuant to the terms of the debentures) plus a spread of 3.999% from March 30, 2027, 4.249% from March 30, 2032 and 4.999% from March 30, 2047. These debentures can be called by us at par plus a make whole premium any time before March 30, 2027, or at par on March 30, 2027 or on any interest payment date thereafter.

During the year ended December 31, 2021, we redeemed senior notes totaling $1.99 billion, prior to maturity, for an aggregate redemption price of $2.11 billion resulting in a pre-tax loss on extinguishment of debt of $128 million.

During the year ended December 31, 2020, we issued $4.50 billion of senior notes and redeemed long-term debt totaling $2.77 billion, prior to maturity, for an aggregate redemption price of $2.88 billion resulting in a pre-tax loss on extinguishment of debt of $126 million.

Our 6.25% junior subordinated debentures due February 2057 accrue interest at the stated fixed rate until February 28, 2027, on which date the rate will switch to a floating rate. Under the terms of the debentures the floating rate is based on three-month LIBOR plus 3.899%, reset quarterly, however, with the phasing out of LIBOR and the passage of the Adjustable Interest Rate (LIBOR) Act, signed into law on March 15, 2022, it is expected that the 6.25% junior subordinated debentures due 2057 will, upon switching to a floating rate, bear interest at a replacement rate based on three-month CME Term Secured Overnight Financing Rate (SOFR). These debentures can be called by us at par at any time after the expiration of the fixed-rate period.

The subordination, interest deferral option and extended term of the 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 and Fitch Ratings Inc., and a 25% equity credit by Moody’s Investors Service, Inc.

The interest rate payable on our 3.45% senior notes due October 2026, will be subject to adjustment from time to time if Moody’s Investor Services, Inc. or S&P Global Ratings downgrades (or downgrades and subsequently upgrades) the credit rating assigned to these senior notes. The interest rate on these senior notes would increase by 0.25% upon each credit agency downgrade, up to a maximum of 2.00%, and would similarly be decreased for subsequent upgrades. At December 31, 2022, the outstanding principal amount of these senior notes was $124 million.

Some of our outstanding notes and debentures provide for certain covenant packages typical for an investment grade company. There is an acceleration trigger for the majority of the notes and debentures in the event of a change in control under specified circumstances coupled with ratings downgrades due to the change in control, as well as certain optional redemption provisions for our junior debentures.

Commercial Paper

At both December 31, 2022 and 2021, we had no outstanding commercial paper borrowings.

II-33

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Credit Facility

At December 31, 2022, we had a $3.50 billion revolving credit facility with a maturity in January 2025 (the “Credit Facility”). 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. The benchmark rate for loans denominated in euros, sterling and yen is based on EURIBOR, SONIA and TIBOR rates, respectively. The Credit Facility has one principal financial covenant that requires our Consolidated Total Leverage Ratio to be less than 4.5x (which we may elect to increase to 5.0x for up to four consecutive quarters following a qualified acquisition) at the end of each quarter. The Consolidated Total Leverage Ratio reflects the ratio of our Consolidated Indebtedness at the end of a quarter, to our Consolidated EBITDA (each as defined in the amended credit agreement) for the trailing twelve-month period. On February 14, 2022, we amended our Credit Facility to modify the definition of the Consolidated Total Leverage Ratio in the amended credit agreement to allow unrestricted cash and cash equivalents to be netted against Consolidated Indebtedness through June 2024. We met the covenant as of December 31, 2022.

At December 31, 2022, we had no borrowings outstanding under the Credit Facility and the remaining availability under the Credit Facility, net of outstanding letters of credit, was $3.50 billion.

Other Bank Borrowings

At December 31, 2022 and 2021, we had bank borrowings under Miramax’s $300 million credit facility, which matures in April 2023, of $55 million and $35 million, respectively, with weighted average interest rates of 7.09% and 3.50%, respectively.

Critical Accounting Policies

The preparation of ~~the Company’s~~our financial statements in conformity with generally accepted accounting principles requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities atas of the date of the financial statements and the reported amount of revenues and expenses during the reporting period. On an ongoing basis, ~~the Company evaluates its~~we evaluate these estimates, which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions.

~~The Company considers~~We consider the following accounting policies to be the most critical as they are important to ~~the Company’s~~our financial condition and results of operations, and require significant judgment and estimates on the part of management in ~~its~~their application. The risks and uncertainties involved in applying our critical accounting policies are provided below. Unless otherwise noted, we applied our critical accounting policies and estimation methods consistently in all material respects and for all periods presented, and have discussed such policies with our Audit Committee. For a summary of ~~the Company’s~~our significant accounting policies, see the accompanying notes to the consolidated financial statements.

~~Programming~~Revenue Recognition

Revenue is recognized when control of a good or service is transferred to a customer in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Significant judgments used in

II-34

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

the determination of the amount and timing of revenue recognition include the identification of distinct performance obligations in contracts containing bundled advertising sales or bundled content licenses, and the allocation of consideration among individual performance obligations within these arrangements based on their relative standalone selling prices.

Advertising Revenues—Advertising revenues are recognized when the advertising spots are aired on television or streamed or displayed on digital platforms. If a contract includes a guarantee to deliver a targeted audience rating or number of impressions, the delivery of the advertising spots that achieve the guarantee represents the performance obligation to be satisfied over time and revenues are recognized based on the proportion of the audience rating or impressions delivered to the total guaranteed in the contract. To the extent the amounts billed exceed the amount of revenue recognized, such excess is deferred until the guaranteed audience ratings or impressions are delivered. For contracts that do not include impressions guarantees, the individual advertising spots are the performance obligation and consideration is allocated among the individual advertising spots based on relative standalone selling price.

Affiliate Revenues—The performance obligation for our affiliate agreements is a license to our programming provided through the continuous delivery of live linear feeds and, for agreements with MVPDs and vMVPDs, also includes a license to programming for video-on-demand viewing. Affiliate revenues are recognized over the term of the agreement as we satisfy our performance obligation by continuously providing our customer with the right to use our programming. For agreements that provide for a variable fee, revenues are determined each month based on an agreed upon contractual rate applied to the number of subscribers toour customer’s service. For agreements that provide for a fixed fee, revenues are recognized based on the relative fair value of the content provided over the term of the agreement. These agreements primarily include agreements with television stations affiliated with the CBS Television Network (“network affiliates”) for which fair value is determined based on the fair value of the network affiliate’s service and the value of our programming.

Content Licensing Revenues—For licenses of exhibition rights for internally-produced programming, each individual episode or film delivered represents a separate performance obligation and revenues are recognized when the episode or film is made available to the licensee for exhibition and the license period has begun. For license agreements that include delivery of content on one or more dates for a fixed fee, consideration is allocated based on the relative standalone selling price of each episode or film, which is based on licenses for comparable content within the marketplace. Estimation of standalone selling prices requires judgment, which can impact the timing of recognizing revenues.

Film and Television Production and Programming Costs

~~Accounting for~~Costs incurred to produce television programs and feature films are capitalized when incurred and amortized over the ~~Company’s television production costs requires management’s judgment as it relates to total estimated revenues to be earned (“Ultimate Revenues”) and costs to be incurred throughout the~~projected life of each television program. These estimates are used to determine the amortization of capitalized production costs, expensing of participation costs, and any necessary net realizable value adjustments to capitalized production costs. For each television program ~~management bases these estimates on the performance in the initial markets, the existence of future firm commitments to sell and the past performance of similar television programs.~~

or feature film. The costs incurred ~~in acquiring~~to acquire television series and feature film programming rights, including advances, are capitalized when the license period has begun and the program is accepted and available for ~~airing and the~~airing. The costs of programming rights licensed under multi-year sports programming agreements are capitalized if the rights payments are made before the related economic benefit has been received. ~~These costs~~Acquired programming rights, including rights for sports programming, are expensed over the shorter of the license period or the period in which an economic benefit is expected to be derived.

We categorize our capitalized production and programming costs based on the expected predominant monetization strategy throughout the life of the content. Our programming that is expected to be predominantly monetized through licensing and distribution on third-party platforms is considered individually monetized and our programming that is expected to be predominantly monetized on our networks and streaming services together with other programming is considered to be monetized as part of a film group. The ~~economic benefit~~predominant

II-35

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

monetization strategy is determined when capitalization of production costs commences and is reassessed if there is a significant change to the expected future monetization strategy. This reassessment will include an assessment of the monetization strategy throughout the entire life of the programming.

For internally-produced television programs and feature films that are predominantly monetized on an individual basis, we use an individual-film-forecast computation method to amortize capitalized production costs and to accrue estimated liabilities for participations and residuals over the applicable title’s life cycle based upon the ratio of current period revenues to estimated remaining total gross revenues to be earned (“Ultimate Revenues”) for each title. Management’s judgment is required in estimating Ultimate Revenues and the costs to be incurred throughout the life of each television program or feature film. These estimates are used to determine the timing of amortization of capitalized production costs and expensing of participation and residual costs.

For television programming, our estimate of Ultimate Revenues includes revenues to be earned within 10 years from the delivery of the first episode, or, if still in production, five years from the delivery of the most recent episode, if later. These estimates are based on ~~management’s~~the past performance of similar television programs in a market, the performance in the initial markets and future firm commitments to license programs.

For feature films, our estimate of Ultimate Revenues includes revenues from all sources that are estimated to be earned within 10 years from the date of a film’s initial release. Prior to the release of feature films, we estimate Ultimate Revenues based on the historical performance of similar content and pre-release market research (including test market screenings), as well as factors relating to the specific film, including the expected number of theaters and markets in which the original content will be released, the genre of the original content and the past box office performance of the lead actors and actresses. For films intended for theatrical release, we believe the performance during the theatrical exhibition is the most sensitive factor affecting our estimate of Ultimate Revenues as subsequent markets have historically exhibited a high correlation to theatrical performance. Upon a film’s initial release, we update our estimate of Ultimate Revenues based on actual and expected future performance. Our estimates of revenues from succeeding windows and markets are revised based on historical relationships to theatrical performance and an analysis of current market trends. We also review and revise estimates of Ultimate Revenue and participation costs as of each reporting date to reflect the most current available information.

For acquired film libraries, our estimate of Ultimate Revenues is for a period within 20 years from the date of acquisition.

For programming that is predominantly monetized as part of a film group, capitalized costs are amortized based on an estimate of the timing of our usage of and benefit from such programming. Such estimates require management’s judgment and include consideration of factors such as expected revenues to be derived from the ~~programming. Management’s judgment is required in determining~~programming, the ~~value~~expected number of ~~the~~ future ~~economic benefit~~airings, and, ~~timing of the expensing of these costs.~~

~~Ultimate revenue estimates for internally produced television programming, and the estimated economic benefit~~ for acquired programming, ~~which includes television series, feature films~~the length of the license period. If initial airings are expected to generate higher revenues, an accelerated method of amortization is used. These estimates are periodically reviewed and ~~sports, are~~ updated ~~regularly~~ based on information available asthroughout the contractual term or life of each program.

For content that is predominantly monetized on an individual basis, a television program or feature film ~~progresses through~~is tested for impairment when events or circumstances indicate that its ~~life cycle or contractual term. Overestimating Ultimate Revenues~~fair value may be less than its unamortized cost. If the result of the impairment test indicates that the carrying value exceeds the estimated fair value, an impairment charge will then be recorded for ~~internally produced programming or~~the amount of the difference. Content that is predominantly monetized within a ~~failure to adjust~~film group is assessed for ~~a downward revision~~impairment at the film group level and would similarly be tested for impairment if circumstances indicate that the fair value of the film group is less than its unamortized costs. A change in the ~~estimated economic benefit~~

II-36

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

monetization strategy of content, whether monetized individually or as part of a film group, will result in a reassessment of the predominant monetization strategy and may trigger an assessment of the content for impairment. Any resulting impairment test will be performed either at the individual level, if the predominant monetization strategy is determined to be ~~generated from~~individual, or at the film group level where the future cash flows will be generated. In addition, unamortized costs for internally-produced or acquired programming ~~could result in the understatement of the amortization of capitalized production or programming costs, future net realizable value adjustments and/or estimated accruals for participation expense.~~that has been abandoned are written off.

~~Impairment of~~ Goodwill and Intangible Assets Impairment Tests

~~The Company performs a~~We perform fair value-based impairment ~~test~~tests of goodwill and intangible assets with indefinite lives, comprised primarily of television FCC licenses, annually during the fourth quarter and also between annual tests if an event occurs or if circumstances change that would more likely than not reduce the fair value of a reporting unit or an indefinite-lived intangible asset below its carrying value. Goodwill is tested for impairment at the reporting unit level. The Company’s reporting units are one level below its operating segments, except for the Publishing reporting unit, which is the same as its operating segment because this operating segment has only one component.

FCC Licenses—FCC licenses are tested for impairment at the geographic market level. ~~The Company considers~~We consider each geographic market, which is comprised of

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

all of ~~the Company’s~~our television stations within that geographic market, to be a single unit of accounting because the FCC licenses at this level represent their highest and best use. At December 31, ~~2017 the Company~~2022, we had ~~eight reporting units with goodwill balances, and~~ 14 television markets with FCC license book values.

~~Television FCC Licenses—~~For ~~its~~our annual impairment test, ~~the Company performs~~we perform qualitative assessments for each television market that ~~management estimates~~we estimate has an aggregate fair value of FCC licenses that significantly ~~exceed their~~exceeds its respective carrying ~~values. In selecting markets for a qualitative assessment the Company also considers the duration of time since a quantitative test was performed.~~value. For the ~~2017~~2022 annual impairment test, ~~the Company~~we performed qualitative assessments for 11nine of our television markets. For each ~~of these markets, the Company~~market, we weighed the relative impact of market-specific and macroeconomic factors. The market-specific factors considered include recent projections by geographic market from both independent and internal sources for ~~advertising~~ revenue and operating costs, as well as average market ~~share and capital expenditures. The Company~~share. We also considered the macroeconomic impact on discount rates and growth rates. Based on the qualitative assessments, considering the aggregation of the relevant factors, ~~the Company~~we concluded that it is not more likely than not that the fair values of the FCC licenses in each of these television markets are less than their respective carrying values. Therefore, performing ~~the~~a quantitative impairment test on these markets was unnecessary.

~~For~~We performed a quantitative impairment test for the FCC licenses in the remaining ~~television markets, the Company performed a~~five markets. The quantitative impairment test ~~that compares the~~of FCC licenses calculates an estimated fair value ~~of the FCC licenses by geographic market with their respective carrying values. The estimated fair value of each FCC license is computed~~ using the Greenfield Discounted Cash Flow Method, ~~(‘‘Greenfield Method’’),~~ which ~~attempts to isolate the income that is attributable to the license alone. The Greenfield Method is based upon modeling~~values a hypothetical start-up station ~~and building it up to a normalized operation that,~~in the relevant market by design, lacks inherent goodwill and whose other assets have essentially been added as part of the build-up process. The Greenfield Method adds the present value of the estimated annual cash flows of the start-up station over a projection period to the residual value at the end of the projection period. The annualadding discounted cash flows over a five-year build-up period to a residual value. The assumptions for the ~~projection~~build-up period include ~~assumptions for~~industry projections of overall ~~advertising revenues in the relevant geographic~~ market revenues; the start-up station’s operating costs and capital expenditures, ~~and a five-year build-up period for the start-up station to reach a normalized state of operations,~~ which reflects the point at which it achieves an average market share. The overall market advertising revenue in the subject market is estimated based on recent industry projections. Operating costs and capital expenditures are ~~estimated~~ based on both industry and internal ~~data.~~data; and average market share. The discount rate is determined based on the industry and market-based risk of achieving the projected cash flows, and the residual value is calculated using a ~~perpetual nominal~~long-term growth rate, which is based on projected long-range inflation ~~in the U.S.~~ and ~~long-term~~ industry projections. The discount rate ~~is determined based on~~and the ~~average of the weighted average cost of capital of comparable entities in the broadcast industry. The discount rates~~long-term growth rate were 8% and ~~perpetual nominal growth rates used for each television station for 2017 were 7.5% and 2.0%~~1%, respectively.

~~For the three television markets for which a quantitative test was performed in 2017, the Company concluded~~The impairment tests indicated that the estimated fair values of FCC licenses in ~~each market exceeded~~two of the markets were below their respective carrying ~~values and therefore no~~values. Accordingly, we recorded an impairment charge ~~was required. The~~of $27 million to write down the carrying values of these FCC licenses to their aggregate estimated fair value of ~~one television~~$184 million. The impairment charge, which is included within “Depreciation and amortization” in the Consolidated Statement of Operations and recorded within the TV Media segment, was the result of a higher discount rate utilized in our annual impairment tests, reflecting the impacts of market volatility and higher interest rates. Additionally, the estimated fair values of FCC licenses in the three remaining markets, which had aan aggregate carrying value of ~~FCC licenses~~$787 million, were each within 10% of ~~$74 million, exceeded its~~their respective carrying ~~value by 6%. In each~~values. An increase to the discount rate of 15 basis points, or a decrease to the ~~remaining television markets,~~long-term growth rate of 20 basis points, assuming no changes to other factors, would

II-37

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

cause the ~~estimated~~ fair value of FCC licenses ~~was~~ in ~~excess~~two of the ~~respective~~markets to fall below their carrying ~~values by more than 10%.~~ values. For the third market, an increase to the discount rate of 26 basis points, or a decrease to the long-term rate of 36 basis points, assuming no changes to other factors, would cause the fair value to fall below its carrying value.

The estimated fair values of ~~the~~ FCC licenses are highly dependent on the assumptions of future economic conditions in the individual geographic markets in which ~~the Company owns~~we own and ~~operates~~operate television stations. Certain future events and circumstances, including ~~deterioration of~~continued market ~~conditions, higher cost of capital,~~volatility and increases in interest rates, or a decline in the local television advertising marketplace could result in a downward revision to ~~the Company’s~~our current assumptions and judgments. Various factors may contribute to a future decline in ~~any local television~~an advertising marketplace including declines in economic conditions; an other-than-temporary decrease in spending by advertisers in certain industries that have historically represented a significant portion of ~~the local~~ television advertising ~~revenues;~~revenues in that market; a shift by advertisers to competing advertising platforms; changes in consumer behavior; and/or a change in population size.

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

A further downward revision to the present value of future cash flows could result in an additional impairment and a noncash charge would be required. Such a charge could have a material effect on the ~~Company’s~~ Consolidated Statement of Operations and Consolidated Balance Sheet.

~~Goodwill—~~Goodwill—Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below. For ~~its~~our annual impairment test, ~~the Company performs~~we perform a qualitative ~~assessments~~assessment for each reporting unit that ~~management estimates have~~we estimate has a fair ~~values~~value that significantly ~~exceed their~~exceeds its respective carrying ~~values.~~value. Additionally, we consider the duration of time since a quantitative test was performed. For the ~~2017~~2022 annual impairment test, ~~the Company~~we performed qualitative assessments for ~~seven~~all reporting units. For each ~~of these~~ reporting ~~units, the Company~~unit, we weighed the relative impact of factors that are specific to the reporting unit as well as industry and macroeconomic factors. The reporting unit specific factors that were considered included actual and expected financial performance and changes to the reporting units’ carrying amounts since the most recent impairment tests. For each industry in which the reporting units operate, ~~the Company~~we considered growth projections from independent sources and significant developments ~~or transactions~~ within the industry. ~~The Company also determined~~Our assessment indicated that ~~the impact of~~ macroeconomic factors ~~on the discount rates and growth rates~~have negatively impacted inputs used ~~for the~~in our most recent impairment tests, ~~would not significantly affect~~including discount rates, certain industry growth rates, and comparable company trading multiples. While this indicates that the estimated fair ~~value~~values of ~~the~~our reporting ~~units. Based on the qualitative assessments,~~units have declined, considering the aggregation of ~~the~~all relevant factors, including the ~~Company~~significant headroom in our most recent test performed in January 2022, which is described below, we concluded that ~~for these seven reporting units,~~ it is ~~not~~ more likely than not that the fair value of ~~each~~our reporting ~~unit is less~~units continues to be higher than ~~its~~their respective carrying ~~amount and therefore~~amounts. Therefore, performing ~~the~~ quantitative impairment ~~test~~tests was unnecessary.

For 2017, the Company performed a quantitative goodwill impairment test for the CBS Sports Network reporting unit. The quantitative goodwill impairment test examines whether the carrying value of a reporting unit exceeds its estimated fair value, which is computed based upon the present value of future cash flows (“Discounted Cash Flow Method”) and the traded or transaction values of comparable businesses (“Market Comparable Method”). If the carrying value exceeds the estimated fair value, an impairment charge is recognized as the amount by which the carrying value exceeds the fair value. For 2017, the Discounted Cash Flow Method and Market Comparable Method for CBS Sports Network resulted in similar estimated fair values. The Discounted Cash Flow Method adds the present value of the estimated annual cash flows over a discrete projection period to the residual value of the business at the end of the projection period. This technique requires the use of significant estimates and assumptions such as growth rates, operating margins, capital expenditures and discount rates. The estimated growth rates, operating margins and capital expenditures for the projection period are based on the Company’s internal forecasts of future performance as well as historical trends. The residual value is estimated based on a perpetual nominal growth rate, which is based on projected long-range inflation and long-term industry projections and for 2017 was 2.0%. The discount rate was determined based on the average of the weighted average cost of capital of comparable entities and for 2017 was 8.5%.

For the 2017 annual impairment test the Company concluded that the estimated fair value of the CBS Sports Network reporting unit, which had a goodwill balance of $261 million, exceeded its carrying value by 4% and therefore no impairment charge was required. An increase to the discount rate of 25 basis points, or a decrease to the perpetual nominal growth rate of 35 basis points, assuming no changes to other factors, would cause the fair value of the CBS Sports Network reporting unit to fall below its carrying value.

Certain future events and circumstances, including deterioration of market conditions, ~~higher cost of capital, a decline~~further increases in interest rates, prolonged weakness in the advertising market, ~~a decrease in audience acceptance of programming,~~ a shift by advertisers to competing advertising ~~platforms; and/or~~platforms, changes in consumer behavior and/or a decrease in audience acceptance of our content and platforms could result in changes to ~~the Company’s~~our assumptions and judgments used in ~~its~~the goodwill impairment tests. A ~~downward revision of~~significant adverse change in these assumptions could cause the fair values of the reporting units to fall below their respective carrying values and a noncash impairment charge would be required. Such a charge could have a material effect on the ~~Company’s~~ Consolidated Statement of Operations and Consolidated Balance Sheet.

The annual test was performed on the six reporting units in place at October 31, 2022. In the fourth quarter of 2022, as a result of a management reorganization, the reporting units within our TV Media segment changed from three to two reporting units. Accordingly, we reallocated goodwill using a relative fair value approach and performed further qualitative goodwill impairment assessments on the two reporting units subsequent to the reallocation of goodwill, and concluded that the fair values of these reporting units continued to exceed their respective carrying values.

II-38

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

~~Reserves~~

For these impairment tests, we performed quantitative tests for three of the reporting units that existed prior to the change and five of the reporting units in place subsequent to the change. For the quantitative goodwill impairment test we calculate an estimated fair value to determine whether it exceeds the carrying value of the respective reporting unit. For one of the quantitative tests, we estimated fair value based on the traded and transaction values of comparable businesses, and for the remaining quantitative tests, we estimated the fair value based on both the present value of future cash flows (“Discounted Cash Flow Method”) and the traded and transaction values of comparable businesses. The Discounted Cash Flow Method requires us to make various assumptions regarding the timing and amount of future cash flows, including growth rates, operating margins and capital expenditures for a projection period, plus the terminal value of the business at the end of the projection period. The assumptions about future cash flows are based on our internal forecasts of the reporting unit, which incorporates our long-term business plans and historical trends. The terminal value is estimated based on a perpetual nominal growth rate, which is based on historical and projected inflation and economic indicators, as well as industry growth projections. A discount rate is determined for the reporting unit based on the risks of achieving the future cash flows, including risks applicable to the industry and market as a whole, as well as the capital structure of comparable entities. We utilized discount rates ranging from 9% to 13.5% and terminal values that were based on either growth rates ranging from 1% to 2% or revenue multiples ranging from 1.5x to 2.7x. Traded and transaction values were determined using revenue and earnings multiples from publicly traded companies with operations and other characteristics similar to the respective reporting unit as well as revenue and earnings multiples from recent transactions of these companies. The selected multiples consider each reporting unit’s relative growth, profitability, size, and risk relative to the selected publicly traded companies. Based on the results of these impairment tests, we concluded that the estimated fair values of the reporting units significantly exceeded their respective carrying values and, therefore, no impairment charge was required.

For one of the reporting units, we performed a qualitative assessment before and after the reporting unit change and concluded that it is more likely than not that the fair value of the reporting unit was higher than its carrying amount.

Legal Matters

Estimates of ~~reserves and~~ liabilities related to legal issues and ~~discontinued businesses,~~predecessor operations, including asbestos and environmental matters, require significant judgments by management. ~~The Company~~We record an accrual for a loss contingency when it is both probable that a liability has been incurred and when the amount of the loss can be reasonably estimated. We continually ~~evaluates~~evaluate these estimates based on changes in the relevant facts and circumstances and events that may impact estimates. ~~While management believes that~~It is difficult to predict future asbestos liabilities as events and circumstances may impact the ~~current reserves for matters related to predecessor operations~~estimate of ~~the Company, including environmental and asbestos, are adequate, there can be no assurance that circumstances will not change in future periods. This belief~~our liabilities. Our liability estimate is based upon many factors, ~~and assumptions,~~ including the number of outstanding claims, estimated average cost per claim, the breakdown of claims by disease type, historic claim filings, costs per claim of resolution and the filing of new ~~claims.~~claims, as well as consultation with a third party firm on trends that may impact our future asbestos liability. While we believe that our accrual for matters related to our predecessor operations, including environmental and asbestos, are adequate, there can be no assurance that circumstances will not change in future periods, and as a result our actual liabilities may be higher or lower than our accrual.

II-39

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Pensions

Pension benefit obligations and net periodic pension costs are calculated using many actuarial assumptions. Two key assumptions used in accounting for pension liabilities and expenses are the discount rate and expected rate of return on plan assets. The discount rate is determined based on the yield on a portfolio of high quality bonds, constructed to provide cash flows necessary to meet ~~the Company’s~~our pension plans’ expected future benefit payments, as determined for the ~~projected~~accumulated benefit obligation. The expected return on plan assets assumption is derived using the current and expected asset allocation of the pension plan assets and considering historical as well as expected returns on various classes of plan assets. As of December 31, ~~2017, the unrecognized~~2022, changes in actuarial ~~losses included~~assumptions resulted in a decrease to accumulated other comprehensive ~~income decreased from~~loss compared with the prior year-end due ~~primarily~~ to an increase in the ~~Company’s purchase of a group annuity contract, under~~discount rate, which an insurance company has permanently assumed the obligation to pay and administer pension benefits to certain of the Company’s pension plan participants, or their designated beneficiaries, which accelerated the recognition of unamortized actuarial losses. This reduction in unrecognized actuarial losses was partially offset by the ~~impact from a decrease in the discount rate.~~unfavorable performance of pension plan assets. A 25 basis point change in the discount rate ~~will~~would result in an estimated change to the ~~projected~~accumulated benefit obligation of approximately ~~$104~~$80 million and would ~~not~~ have ~~a material~~an insignificant impact on ~~2018~~2023 pension expense. A decrease in the expected rate of return on plan assets would increase pension expense. The estimated impact of a 25 basis point change in the expected rate of return on plan assets is a change of approximately $7$6 million to ~~2018~~2023 pension expense.

Income Taxes

~~The Company is~~We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income ~~taxes.~~taxes and evaluating our income tax positions. When recording an interim worldwide provision for income taxes, an estimated effective tax rate for the year is applied to interim operating results. In the event there is a significant or unusual item recognized in the quarterly operating results, the tax attributable to that item is separately calculated and recorded in the same quarter. Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed. We evaluate the realizability of deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. While valuation allowances can require significant judgment, we believe the valuation allowance of $488 million at December 31, 2022 properly reduces our deferred tax assets to the amount that is more likely than not to be realized.

A number of years may elapse before a tax return containing tax matters for which a reserve has been established is audited and finally resolved. For positions taken in a previously filed tax return or expected to be taken in a future tax return, ~~the Company evaluates~~we evaluate each position to determine whether it is more likely than not that the tax position will be sustained upon examination, based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is subject to a measurement assessment to determine the amount of benefit to recognize in the Consolidated Statement of Operations and the appropriate reserve to establish, if any. If a tax position does not meet the more-likely-than-not recognition threshold, a tax reserve is established and no benefit is recognized. ~~The Company is continually~~We evaluate our uncertain tax positions quarterly based on many factors, including, changes in tax laws and interpretations, information received from tax authorities, and other changes in facts and circumstances. Our income tax returns are routinely audited by U.S. federal and state as well as foreign tax authorities. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, ~~the Company believes~~we believe that ~~its~~the reserve for uncertain tax positions of ~~$138~~$303 million at December 31, ~~2017~~2022 is properly ~~recorded pursuant to the recognition and measurement provisions of FASB guidance for uncertainty in income taxes.~~

recorded.

II-40

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

As a result of the enactment of the Tax Reform Act on December 22, 2017, the Company recorded a provisional charge of $407 million for the estimated tax impact on the Company’s historical accumulated foreign earnings and profits. This amount was based on the Company’s current estimate; however, the final impact of the Tax Reform Act may differ materially from this estimate since all of the necessary information was not available, prepared or analyzed in sufficient detail to complete the assessment of the Tax Reform Act. In addition, future interpretive guidance issued by federal and state tax authorities may impact this provisional amount. The Company will complete its analysis of this provisional amount and finalize and record any adjustments to its estimate within one year from the enactment of the Tax Reform Act.

Legal Matters

~~General.~~General

On an ongoing basis, ~~the Company~~we vigorously ~~defends itself~~defend ourselves in numerous lawsuits and proceedings and ~~responds~~respond to various investigations and inquiries from federal, state, local and international authorities (collectively, ~~‘‘litigation’~~“Litigation’’). Litigation may be brought against ~~the Company~~us without merit, is inherently uncertain and always difficult to predict. However, based on ~~its~~our understanding and evaluation of the relevant facts and circumstances, ~~the Company believes~~we believe that the ~~below-described legal~~following matters ~~and other litigation to which it is a party~~ are not likely, in the aggregate, to ~~have~~result in a material adverse effect on ~~its~~our business, financial condition and results of ~~operations,~~operations.

Stockholder Matters

Litigation Relating to the Merger

Beginning in February 2020, three purported CBS stockholders filed separate derivative and/or putative class action lawsuits in the Court of Chancery of the State of Delaware. In March 2020, the Court consolidated the three lawsuits and appointed Bucks County Employees’ Retirement Fund and International Union of Operating Engineers of Eastern Pennsylvania and Delaware as co-lead plaintiffs for the consolidated action. In April 2020, the lead plaintiffs filed a Verified Consolidated Class Action and Derivative Complaint (as used in this paragraph, the “Complaint”) against Shari E. Redstone, NAI, Sumner M. Redstone National Amusements Trust, members of the CBS Board of Directors (comprised of Candace K. Beinecke, Barbara M. Byrne, Gary L. Countryman, Brian Goldner, Linda M. Griego, Robert N. Klieger, Martha L. Minow, Susan Schuman, Frederick O. Terrell and Strauss Zelnick), former CBS President and Acting Chief Executive Officer Joseph Ianniello and the Company as nominal defendant. The Complaint alleges breaches of fiduciary duties to CBS stockholders in connection with the negotiation and approval of an Agreement and Plan of Merger, dated as of August 13, 2019, between CBS and Viacom (as amended, the “Merger Agreement”). The Complaint also alleges waste and unjust enrichment in connection with Mr. Ianniello’s compensation. The Complaint seeks unspecified damages, costs and expenses, as well as other relief. In June 2020, the defendants filed motions to dismiss. In January 2021, the Court dismissed one disclosure claim, while allowing all other claims against the defendants to proceed. In December 2022, the Court dismissed the fiduciary duty claim against Mr. Klieger. Discovery on the surviving claims is proceeding. A six-day trial is scheduled to begin in June 2023. We believe that the remaining claims are without merit and we intend to defend against them vigorously.

Beginning in November 2019, four purported Viacom stockholders filed separate putative class action lawsuits in the Court of Chancery of the State of Delaware. In January 2020, the Court consolidated the four lawsuits. In February 2020, the Court appointed California Public Employees’ Retirement System (“CalPERS”) as lead plaintiff for the consolidated action. Subsequently, in February 2020, CalPERS, together with Park Employees’ and Retirement Board Employees’ Annuity and Benefit Fund of Chicago and Louis M. Wilen, filed a First Amended Verified Class Action Complaint (as used in this paragraph, the “Complaint”) against NAI, NAI Entertainment Holdings LLC, Shari E. Redstone, the members of the special transaction committee of the Viacom Board of Directors (comprised of Thomas J. May, Judith A. McHale, Ronald L. Nelson and Nicole Seligman) and our President and Chief Executive Officer and director, Robert M. Bakish. The Complaint alleges breaches of fiduciary duties to Viacom stockholders in connection with the negotiation and approval of the Merger Agreement. The Complaint seeks unspecified damages, costs and expenses, as well as other relief. In May 2020, the defendants filed motions to dismiss. In December 2020, the Court dismissed the claims against Mr. Bakish, while allowing the claims against the remaining defendants to proceed. Discovery on the surviving claims is proceeding. A six-day trial is scheduled to begin in July 2023. We believe that the remaining claims are without merit and we intend to defend against them vigorously.

II-41

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

Investigation-Related Matters

As announced in August 2018, the CBS Board of Directors retained two law firms to conduct a full investigation of the allegations in press reports about CBS’ former Chairman of the Board, President and Chief Executive Officer, Leslie Moonves, CBS News and cultural issues at CBS. In December 2018, the CBS Board of Directors announced the completion of its investigation, certain findings of the investigation and the CBS Board of Directors’ determination with respect to the termination of Mr. Moonves’ employment.

In August 2018 and in October 2018, Gene Samit and John Lantz, respectively, filed putative class action lawsuits in the U.S District Court for the Southern District of New York, individually and on behalf of others similarly situated, for claims that are similar to those alleged in the amended complaint described below. In November 2018, the Court entered an order consolidating the two actions. Subsequently, in November 2018, the Court appointed Construction Laborers Pension Trust for Southern California as the lead plaintiff of the consolidated action. In February 2019, the lead plaintiff filed a consolidated amended putative class action complaint against CBS, certain current and former senior executives and members of the CBS Board of Directors. The consolidated action is stated to be on behalf of purchasers of CBS Class A Common Stock and Class B Common Stock between September 26, 2016 and December 4, 2018. This action seeks to recover damages arising during this time period allegedly caused by the defendants’ purported violations of the federal securities laws, including by allegedly making materially false and misleading statements or failing to disclose material information, and seeks costs and expenses as well as remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. In April 2019, the defendants filed motions to dismiss this action, which the Court granted in part and denied in part in January 2020. With the exception of one statement made by Mr. Moonves at an industry event in November 2017, in which he allegedly was acting as the agent of CBS, all claims as to all other allegedly false and misleading statements were dismissed. We reached an agreement with the plaintiffs to settle the lawsuit for $14.75 million, which was paid by our insurers. The settlement, which includes no admission of liability or wrongdoing by the Company, was granted final approval by the Court in November 2022.

We also received subpoenas or requests for information from the New York County District Attorney’s Office, the New York City Commission on Human Rights, the New York State Attorney General’s Office and the United States Securities and Exchange Commission (the “SEC”) regarding the subject matter of the CBS Board of Directors’ investigation and related matters, including with respect to CBS’ related public disclosures. In November 2022, we entered into an Assurance of Discontinuance with the Investor Protection Bureau of the New York State Attorney General’s Office to resolve that matter. After credits for the settlement amount to be paid in the consolidated federal securities class action discussed above, and certain financial ~~position~~commitments to human resources-related programs made by CBS in connection with an earlier resolution with the Civil Rights Bureau of the New York State Attorney General’s Office, the Company has made a payment of $7.25 million, which by agreement with the Investor Protection Bureau will be distributed in connection with the federal securities class action settlement discussed above. The resolution with the Investor Protection Bureau includes no admission of liability or ~~cash flows. Under~~wrongdoing by the ~~Separation~~Company. In December 2022, we received a termination letter from the SEC, indicating that it does not intend to recommend an enforcement action against the Company. We may continue to receive additional related regulatory and investigative inquiries from these and other entities in the future.

Litigation Related to Stock Offerings

II-42

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

filed against the Company, certain senior executives, members of our Board of Directors, and the underwriters involved in the offerings. The Complaint asserts violations of federal securities law and alleges that the offering documents contained material misstatements and omissions, including through an alleged failure to adequately disclose certain total return swap transactions involving Archegos Capital Management referenced to our securities and related alleged risks to the Company’s stock price. In December 2021, the plaintiffs filed a stipulation seeking the voluntary dismissal without prejudice of the outside director defendants from the lawsuit, which the Court subsequently ordered. On the same date, the defendants filed motions to dismiss the lawsuit, which were heard in January 2023. On February 7, 2023, the Court dismissed all claims against the Company while allowing the claims against the underwriters to proceed.

Litigation Related to Television Station Owners

In September 2019, the Company was added as a defendant in a multi-district putative class action lawsuit filed in the United States District Court for the Northern District of Illinois. The lawsuit was filed by parties that claim to have purchased broadcast television spot advertising beginning about January 2014 on television stations owned by one or more of the defendant television station owners and alleges the sharing of allegedly competitively sensitive information among such television stations in alleged violation of the Sherman Antitrust Act. The action, which names the Company among fourteen total defendants, seeks monetary damages, attorneys’ fees, costs and interest as well as injunctions against the allegedly unlawful conduct. In October 2019, the Company and other defendants filed a motion to dismiss the matter, which was denied by the Court in November 2020. We have reached an agreement in principle with the plaintiffs to settle the lawsuit. The settlement, which will include no admission of liability or wrongdoing by the Company, will be subject to Court approval.

Litigation Related to the Proposed Sale of Simon & Schuster

In November 2021, the U.S. Department of Justice filed suit in the U.S. District Court for the District of Columbia to block our sale of the Simon & Schuster business to Penguin Random House pursuant to a Share Purchase Agreement (the “Purchase Agreement”), dated November 24, 2020, between the Company, certain of its subsidiaries, Penguin Random House and ~~Viacom Inc.,~~Bertelsmann SE & Co. KGaA. In October 2022, following a bench trial, the ~~Company~~Court blocked the sale. In November 2022, we terminated the Purchase Agreement and ~~Viacom Inc. have agreed to defend and indemnify the other in certain litigation in which the Company and/or Viacom Inc. is named.~~subsequently received a $200 million termination fee.

Claims Related to Former ~~Businesses: Asbestos.~~ ~~The Company is~~Businesses

Asbestos

We are a defendant in lawsuits claiming various personal injuries related to asbestos and other materials, which allegedly occurred as a result of exposure caused by various products manufactured by Westinghouse, a predecessor, generally prior to the early 1970s. Westinghouse was neither a producer nor a manufacturer of asbestos. ~~The Company is~~We are typically named as one of a large number of defendants in both state and federal cases. In the majority of asbestos lawsuits, the plaintiffs have not identified which of ~~the Company’s~~our products is the basis of a claim. Claims against ~~the Company~~us in which a product has been identified ~~principally~~most commonly relate to ~~exposures allegedly caused by~~allegations of exposure to asbestos-containing insulating material used in conjunction with turbines ~~sold for power-generation, industrial~~ and ~~marine use.~~electrical equipment.

II-43

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

order has been entered by a court or when ~~the Company has~~we have reached agreement with the claimants on the material terms of a settlement. Settlement costs depend on the seriousness of the injuries that form the basis of the claims, the quality of evidence supporting the claims and other factors. ~~The Company’s~~Our total costs for the years ~~2017~~2022 and ~~2016~~2021 for settlement and defense of asbestos claims after insurance recoveries and net of tax were approximately $57 million and ~~$48~~$63 million, respectively. ~~The Company’s~~Our costs for settlement and defense of asbestos claims may vary year to year and insurance proceeds are not always recovered in the same period as the insured portion of the expenses.

~~Management’s Discussion and Analysis~~ when the amount of

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~insurance are adequate to cover its asbestos liabilities. This belief~~ the loss can be reasonably estimated. Our liability estimate is based upon many factors, ~~and assumptions,~~ including the number of outstanding claims, estimated average cost per claim, the breakdown of claims by disease type, historic claim filings, costs per claim of resolution and the filing of new ~~claims. While the number of asbestos~~ claims, ~~filed against the Company has remained generally flat in recent years, it is difficult to predict~~as well as consultation with a third party firm on trends that may impact our future asbestos liability. While we believe that our accrual for matters related to our predecessor operations, including environmental and asbestos, are adequate, there can be no assurance that circumstances will not change in future periods, and as a result our actual liabilities ~~as events and circumstances~~ may ~~occur including, among others, the number and types of claims and average cost to resolve such claims, which could affect the Company’s estimate of its asbestos liabilities.~~be higher or lower than our accrual.

~~Other.~~ ~~The Company from~~Other

From time to time, ~~receives~~we receive claims from federal and state environmental regulatory agencies and other entities asserting that ~~it is~~we are or may be liable for environmental cleanup costs and related damages principally relating to our historical and predecessor ~~operations of the Company.~~operations. In addition, ~~the Company~~ from time to time ~~receives~~we receive personal injury claims including toxic tort and product liability claims (other than asbestos) arising from our historical operations ~~of the Company~~ and ~~its~~ predecessors.

Market Risk

~~The Company is~~We are exposed to fluctuations in foreign currency exchange rates and interest rates and ~~uses~~use derivative financial instruments to manage this exposure. In accordance with ~~its~~our policy, ~~the Company does~~we do not use derivative instruments unless there is an underlying exposure and, therefore, ~~the Company does~~we do not hold or enter into derivative financial instruments for speculative trading purposes.

Foreign Exchange Risk

~~The Company conducts~~We conduct business in various countries outside the U.S., resulting in exposure to movements in foreign exchange rates when translating from the foreign local currency to the U.S. dollar. In order to hedge anticipated cash flows in currencies such as the British Pound, the Euro, the Canadian Dollar and the Australian Dollar, foreign currency forward contracts, for periods generally up to 24 months, are used. Additionally, ~~the Company designates~~we designate forward contracts used to hedge committed and forecasted foreign currency transactions, including future production costs and programming obligations, as cash flow hedges. Gains or losses on the effective portion of designated cash flow hedges are initially recorded in other comprehensive income (loss) and reclassified to the statement of operations when the hedged item is recognized. Additionally, ~~the Company enters~~we enter into non-designated forward contracts to hedge non-U.S. dollar denominated cash flows. The change in fair value of the non-designated contracts is included in “Other items, net” inon the Consolidated Statements of Operations. ~~The Company manages~~We manage the use of foreign exchange derivatives centrally.

II-44

Management’s Discussion and Analysis of

Results of Operations and Financial Condition (Continued)

(Tabular dollars in millions, except per share amounts)

At December 31, ~~2017~~2022 and ~~2016,~~2021, the notional amount of all foreign currency contracts was ~~$410~~$3.06 billion and $1.94 billion, respectively. For 2022, $2.40 billion related to future production costs and $655 million related to our foreign currency balances and ~~$433 million, respectively, which represents hedges of~~other expected foreign currency cash flows. For 2021, $1.38 billion related to future production costs and $564 millionrelated to our foreign currency balances and other expected foreign currency cash flows.

Interest Risk

~~The Company did not have any~~Interest rates on future long-term debt issuances are exposed to risk related to movements in long-term interest rates. Interest rate hedges may be used to modify this exposure at our discretion. There were no interest rate ~~swaps~~hedges outstanding at December 31, ~~2017~~2022 or ~~December 31, 2016~~2021 but in the future we may use derivatives to manage ~~its~~our exposure to interest rates.

At December 31, 2022, the carrying value of our outstanding notes and debentures was $15.78 billion and the estimated fair value was $13.9 billion. A 1% increase or decrease in interest rates would decrease or increase the fair value of our notes and debentures by approximately $1.48 billion and $634 million, respectively.

~~Management’s Discussion and Analysis of~~

~~Results of Operations and Financial Condition (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Credit Risk

~~The Company~~We continually ~~monitors its~~monitor our positions with, and credit quality of, the financial institutions that are counterparties to ~~its~~our financial instruments. ~~The Company is~~We are exposed to credit loss in the event of nonperformance by the counterparties to the agreements. However, ~~the Company does~~we do not anticipate nonperformance by the counterparties.

~~The Company’s~~Our receivables do not represent significant concentrations of credit risk at December 31, ~~2017~~2022 or ~~2016,~~2021, due to the wide variety of customers, markets and geographic areas to which ~~the Company’s~~our products and services are sold.

Related Parties

~~For a discussion of related parties, see~~See Note 78 to the consolidated financial statements.

~~Recent~~Recently Adopted Accounting Pronouncements and ~~Adoption of New~~ Accounting ~~Standards~~Pronouncements Not Yet Adopted

See Note 1 to the consolidated financial statements.



Item 7A.			Quantitative and Qualitative Disclosures About Market Risk.

Information required by this item is presented in “Item 7. Management’s Discussion and Analysis of Results of Operations and Financial Condition—Market Risk.”

II-45



Item 8.			Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS AND SCHEDULE

The following Consolidated Financial Statements and schedule of the registrant and its subsidiaries are submitted herewith as part of this report:

Page

~~Reference~~

~~(Page/s)~~

Item 15(a)(1) Financial Statements:

Management’s Report on Internal Control Over Financial Reporting

II-4647

Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)

II-4748

Consolidated Statements of Operations for the years ended

December 31, ~~2017, 2016~~202 2 , 202 1 and ~~2015~~20 20

II-4951

Consolidated Statements of Comprehensive Income for the years ended

December 31, ~~2017, 2016~~202 2 , 202 1 and ~~2015~~20 20

II-5052

Consolidated Balance Sheets at December 31, ~~2017~~202 2 and ~~2016~~20 21

II-5153

Consolidated Statements of Cash Flows for the years ended

December 31, ~~2017, 2016~~202 2 , 202 1 and ~~2015~~20 20

II-5254

Consolidated Statements of ~~Stockholders~~’ Stockholders’ Equity for the years ended

December 31, ~~2017, 2016~~202 2 , 202 1 and ~~2015~~20 2 0

II-5355

Notes to Consolidated Financial Statements

II-5456

Item 15(a)(2) Financial Statement Schedule:

II. Valuation and Qualifying Accounts for the years ended

December 31, ~~2017, 2016~~202 2 , 202 1 and ~~2015~~20 20

F-1

All other Schedules are omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule.

II-46

MANAGEMENT’ S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the effectiveness of internal control over financial reporting, as such term is defined in Rule 13a-15(f) or Rule 15d-15(f) of the Exchange Act. ~~Our~~Paramount Global and its subsidiaries’ (the “Company”) internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of assets; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2017~~2022 based on the framework set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, ~~2017.~~2022.

The effectiveness of our internal control over financial reporting as of December 31, ~~2017~~2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.


		PARAMOUNT GLOBAL

		~~CBS CORPORATION~~By:	/s/ Robert M. Bakish

~~By:~~	~~/s/ Leslie Moonves~~
	~~Leslie Moonves~~Robert M. Bakish ~~Chairman of the Board,~~ President and Chief Executive Officer

		By:	/s/ ~~Joseph R. Ianniello~~Naveen Chopra
			~~Joseph R. Ianniello~~Naveen Chopra Executive Vice President, Chief ~~Operating~~Financial Officer

		By:	/s/ ~~Lawrence Liding~~Katherine Gill-Charest
			~~Lawrence Liding~~Katherine Gill-Charest Executive Vice President, Controller and Chief Accounting Officer

II-47

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of ~~CBS Corporation:~~Paramount Global

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of ~~CBS Corporation~~Paramount Global and its subsidiaries (the “Company”) as of December 31, ~~2017~~2022 and ~~2016,~~2021 and the related consolidated statements of operations, of comprehensive income, of stockholders’ equity, and of cash flows for each of the three years in the period ended December 31, ~~2017,~~2022, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the ~~Company’s~~Company's internal control over financial reporting as of December 31, ~~2017,~~2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2017~~2022 and ~~2016,~~2021, and the results of ~~their~~its operations and ~~their~~its cash flows for each of the three years in the period ended December 31, ~~2017~~2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2017,~~2022, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO.

Basis for Opinions

The ~~Company’s~~Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the ~~Company’s~~Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ~~(“PCAOB”)~~(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

II-48

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Amortization of Internally-Produced Television Programming Inventory that is Predominantly Monetized on an Individual Basis

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s internally-produced television programming inventory that is predominantly monetized on an individual basis was $1.4 billion as of December 31, 2022. For internally-produced television programs that are predominantly monetized on an individual basis, management uses an individual-film-forecast computation method to amortize capitalized production costs over the applicable title’s life cycle based upon the ratio of current period revenues to estimated remaining total gross revenues to be earned (“Ultimate Revenues”) for each title. The estimate of Ultimate Revenues includes revenues to be earned within 10 years from the delivery of the first episode, or, if still in production, 5 years from the delivery of the most recent episode, if later. These estimates are based on the past performance of similar television programs in a market, the performance in the initial markets, and future firm commitments to license programs.

The principal considerations for our determination that performing procedures relating to amortization of internally-produced television programming inventory that is predominantly monetized on an individual basis is a critical audit matter are the significant judgment by management when estimating Ultimate Revenues; this led to a high degree of auditor judgment, effort and subjectivity in performing procedures and evaluating management’s estimate of Ultimate Revenues and the significant assumptions that are based on the past performance of similar television programs in a market, the performance in the initial markets, and future firm commitments to license programs.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to amortization of internally-produced television programming inventory that is predominantly

II-49

monetized on an individual basis, including the controls over the estimation of Ultimate Revenues. These procedures also included, among others, (i) testing management’s process for estimating Ultimate Revenues, and (ii) evaluating whether the significant assumptions were reasonable considering information related to the past performance of similar television programs in a market, the performance in the initial markets and future firm commitments to license programs. Procedures were also performed to test the completeness and accuracy of management's data used in these estimates.

/s/ ~~PRICEWATERHOUSECOOPERS LLP~~

PricewaterhouseCoopers LLP

New York, New York

February 16, ~~2018~~2023

We have served as the Company’s or its predecessor’s auditor since 1970.

II-50

~~CBS CORPORATION~~

PARAMOUNT GLOBAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share amounts)


	Year Ended December 31,										Year Ended December 31,
	2017			2016			2015				2022		2021		2020
Revenues	$	13,692		$	13,166		$	12,671		Revenues	$	30,154	$	28,586	$	25,285
Costs and expenses:										Costs and expenses:
Operating	8,438			7,956			7,911			Operating	19,845		17,744		14,992
Selling, general and administrative	2,212			2,124			1,961			Selling, general and administrative	7,033		6,398		5,320
Depreciation and amortization	223			225			235			Depreciation and amortization	405		390		430
Pension settlement charges (Note 15)	352			211			—
Restructuring and merger and acquisition-related costs (Note 5)	63			38			45
Other operating items, net	(19		)	(9		)	(139		)
Restructuring and other corporate matters										Restructuring and other corporate matters	585		100		618
Total costs and expenses	11,269			10,545			10,013			Total costs and expenses	27,868		24,632		21,360
Net gain on dispositions										Net gain on dispositions	56		2,343		214
Operating income	2,423			2,621			2,658			Operating income	2,342		6,297		4,139
Interest expense	(457		)	(411		)	(392		)	Interest expense	(931)		(986)		(1,031)
Interest income	64			32			24			Interest income	108		53		60
Loss on early extinguishment of debt	(49		)	—			—
Net gains (losses) from investments										Net gains (losses) from investments	(9)		47		206
Loss on extinguishment of debt										Loss on extinguishment of debt	(120)		(128)		(126)
Other items, net	(2		)	(12		)	(26		)	Other items, net	(124)		(77)		(101)
Earnings from continuing operations before income taxes and equity in loss of investee companies	1,979			2,230			2,264			Earnings from continuing operations before income taxes and equity in loss of investee companies	1,266		5,206		3,147
Provision for income taxes	(633		)	(628		)	(676		)	Provision for income taxes	(227)		(646)		(535)
Equity in loss of investee companies, net of tax	(37		)	(50		)	(34		)	Equity in loss of investee companies, net of tax	(204)		(91)		(28)
Net earnings from continuing operations	1,309			1,552			1,554			Net earnings from continuing operations	835		4,469		2,584
Net loss from discontinued operations, net of tax (Note 4)	(952		)	(291		)	(141		)
Net earnings	$	357		$	1,261		$	1,413
Basic net earnings (loss) per common share:
Net earnings from discontinued operations, net of tax										Net earnings from discontinued operations, net of tax	379		162		117
Net earnings (Paramount and noncontrolling interests)										Net earnings (Paramount and noncontrolling interests)	1,214		4,631		2,701
Net earnings attributable to noncontrolling interests										Net earnings attributable to noncontrolling interests	(110)		(88)		(279)
Net earnings attributable to Paramount										Net earnings attributable to Paramount	$	1,104	$	4,543	$	2,422

Amounts attributable to Paramount:										Amounts attributable to Paramount:
Net earnings from continuing operations	$	3.26		$	3.50		$	3.21		Net earnings from continuing operations	$	725	$	4,381	$	2,305
Net loss from discontinued operations	$	(2.37	)	$	(.66	)	$	(.29	)
Net earnings from discontinued operations, net of tax										Net earnings from discontinued operations, net of tax	379		162		117
Net earnings attributable to Paramount										Net earnings attributable to Paramount	$	1,104	$	4,543	$	2,422

Basic net earnings per common share attributable to Paramount:										Basic net earnings per common share attributable to Paramount:
Net earnings from continuing operations										Net earnings from continuing operations	$	1.03	$	6.77	$	3.74
Net earnings from discontinued operations										Net earnings from discontinued operations	$	.58	$	.25	$	.19
Net earnings	$	.89		$	2.84		$	2.92		Net earnings	$	1.61	$	7.02	$	3.93

Diluted net earnings (loss) per common share:
Diluted net earnings per common share attributable to Paramount:										Diluted net earnings per common share attributable to Paramount:
Net earnings from continuing operations	$	3.22		$	3.46		$	3.18		Net earnings from continuing operations	$	1.03	$	6.69	$	3.73
Net loss from discontinued operations	$	(2.34	)	$	(.65	)	$	(.29	)
Net earnings from discontinued operations										Net earnings from discontinued operations	$	.58	$	.25	$	.19
Net earnings	$	.88		$	2.81		$	2.89		Net earnings	$	1.61	$	6.94	$	3.92

Weighted average number of common shares outstanding:										Weighted average number of common shares outstanding:
Basic	401			444			484			Basic	649		641		616
Diluted	407			448			489			Diluted	650		655		618

Dividends per common share	$	.72		$	.66		$	.60

See notes to consolidated financial statements.

II-51

~~CBS CORPORATION~~

PARAMOUNT GLOBAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

Year Ended December 31,
2017 2016 2015
Net earnings $ 357
$ 1,261
$ 1,413
Other comprehensive income (loss) from continuing operations, net of tax:
Cumulative translation adjustments 8
(1 ) (5 )
Net actuarial gain (loss) and prior service costs (Note 15) 97
4
(30 )
Total other comprehensive income (loss), net of tax 105
3
(35 )
Total comprehensive income $ 462
$ 1,264
$ 1,378


	Year Ended December 31,
	2022		2021		2020
Net earnings (Paramount and noncontrolling interests)	$	1,214	$	4,631	$	2,701
Other comprehensive income (loss), net of tax:
Cumulative translation adjustments	(240)		(143)		134
Decrease (increase) to net actuarial loss and prior service costs	337		75		(2)
Other comprehensive income (loss) from continuing operations, net of tax (Paramount and noncontrolling interests)	97		(68)		132
Other comprehensive income (loss) from discontinued operations	(7)		(3)		5
Comprehensive income	1,304		4,560		2,838
Less: Comprehensive income attributable to noncontrolling interests	105		87		278
Comprehensive income attributable to Paramount	$	1,199	$	4,473	$	2,560

See notes to consolidated financial statements.

II-52

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except per share amounts)

At December 31,
2017 2016
ASSETS
Current Assets:
Cash and cash equivalents $ 285
$ 598

Receivables, less allowances of $49 (2017) and $60 (2016) 3,697
3,314

Programming and other inventory (Note 6) 1,828
1,427

Prepaid income taxes 78
30

Prepaid expenses 194
185

Other current assets 190
204

Current assets of discontinued operations (Note 4) 1
305

Total current assets 6,273
6,063

Property and equipment 3,051
2,935

Less accumulated depreciation and amortization 1,771
1,694

Net property and equipment (Note 2) 1,280
1,241

Programming and other inventory (Note 6) 2,881
2,439

Goodwill (Note 3) 4,891
4,864

Intangible assets (Note 3) 2,666
2,633

Other assets (Note 1) 2,840
2,707

Assets of discontinued operations (Note 4) 12
4,291

Total Assets $ 20,843
$ 24,238

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable $ 231
$ 148

Accrued expenses 578
632

Accrued compensation 343
369

Participants’ share and royalties payable 986
1,024

Program rights 373
290

Deferred revenues 219
152

Commercial paper (Note 9) 679
450

Current portion of long-term debt (Note 9) 19
23

Other current liabilities 512
465

Current liabilities of discontinued operations (Note 4) 32
155

Total current liabilities 3,972
3,708

Long-term debt (Note 9) 9,464
8,902

Participants’ share and royalties payable 1,424
1,322

Pension and postretirement benefit obligations (Note 15) 1,328
1,769

Deferred income tax liabilities, net (Note 14) 480
590

Other liabilities 2,155
1,807

Liabilities of discontinued operations (Note 4) 42
2,451

Commitments and contingencies (Note 16)

Stockholders’ Equity:
Class A Common Stock, par value $.001 per share; 375 shares authorized;
38 (2017 and 2016) shares issued
—
—

Class B Common Stock, par value $.001 per share; 5,000 shares authorized;
834 (2017) and 829 (2016) shares issued
1
1

Additional paid-in capital 43,797
43,913

Accumulated deficit (18,900 ) (19,257 )
Accumulated other comprehensive loss (Note 12) (662 ) (767 )
24,236
23,890

Less treasury stock, at cost; 489 (2017) and 455 (2016) Class B Shares 22,258
20,201

Total Stockholders’ Equity 1,978
3,689

Total Liabilities and Stockholders’ Equity
$ 20,843
$ 24,238


	At December 31,
	2022		2021
ASSETS
Current Assets:
Cash and cash equivalents	$	2,885	$	6,267
Receivables, net	7,412		6,984
Programming and other inventory	1,342		1,504
Prepaid expenses and other current assets	1,308		1,176
Current assets of discontinued operations	787		745
Total current assets	13,734		16,676
Property and equipment, net	1,762		1,736
Programming and other inventory	16,278		13,358
Goodwill	16,499		16,584
Intangible assets, net	2,694		2,772
Operating lease assets	1,391		1,630
Deferred income tax assets, net	1,242		1,206
Other assets	3,991		3,824
Assets held for sale	—		19
Assets of discontinued operations	802		815
Total Assets	$	58,393	$	58,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,403	$	800
Accrued expenses	2,071		2,323
Participants’ share and royalties payable	2,416		2,159
Accrued programming and production costs	2,063		1,342
Deferred revenues	973		1,091
Debt	239		11
Other current liabilities	1,477		1,182
Current liabilities of discontinued operations	549		571
Total current liabilities	11,191		9,479
Long-term debt	15,607		17,698
Participants’ share and royalties payable	1,744		1,244
Pension and postretirement benefit obligations	1,458		1,946
Deferred income tax liabilities, net	1,077		1,063
Operating lease liabilities	1,428		1,598
Program rights obligations	367		404
Other liabilities	1,715		1,898
Liabilities of discontinued operations	200		213
Redeemable noncontrolling interest	—		107

Commitments and contingencies (Note 20)

Paramount stockholders’ equity:
5.75% Series A Mandatory Convertible Preferred Stock, par value $.001 per share; 25 shares authorized and 10 shares issued (2022 and 2021)	—		—
Class A Common Stock, par value $.001 per share; 55 shares authorized; 41 (2022 and 2021) shares issued	—		—
Class B Common Stock, par value $.001 per share; 5,000 shares authorized; 1,112 (2022) and 1,110 (2021) shares issued	1		1
Additional paid-in capital	33,063		32,918
Treasury stock, at cost; 503 (2022 and 2021) shares of Class B Common Stock	(22,958)		(22,958)
Retained earnings	14,737		14,343
Accumulated other comprehensive loss	(1,807)		(1,902)
Total Paramount stockholders’ equity	23,036		22,402
Noncontrolling interests	570		568
Total Equity	23,606		22,970
Total Liabilities and Equity	$	58,393	$	58,620

See notes to consolidated financial statements.

II-53

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Year Ended December 31,
2017 2016 2015
Operating Activities:
Net earnings $ 357
$ 1,261
$ 1,413
Less: Net loss from discontinued operations (952 ) (291 ) (141 )
Net earnings from continuing operations 1,309
1,552
1,554
Adjustments to reconcile net earnings from continuing operations to net cash flow
provided by operating activities from continuing operations:

Depreciation and amortization 223
225
235
Deferred tax (benefit) provision (188 ) 144
445
Stock-based compensation 179
165
157
Redemption of debt 42
—
—
Net gain on disposition and write-down of assets (9 ) (18 ) (139 )
Equity in loss of investee companies, net of tax and distributions 38
53
37
Change in assets and liabilities, net of investing and financing activities
(Increase) decrease in receivables (268 ) 36
(376 )
Increase in inventory and related program and participation liabilities, net (723 ) (804 ) (498 )
(Increase) decrease in other assets (52 ) (85 ) 23
(Decrease) increase in accounts payable and accrued expenses (35 ) 23
(220 )
(Decrease) increase in pension and postretirement benefit obligations (238 ) 205
(46 )
Increase (decrease) in income taxes 456
94
(56 )
Increase (decrease) in deferred revenue 54
(137 ) 66
Other, net 5
1
7
Net cash flow provided by operating activities from continuing operations 793
1,454
1,189
Net cash flow provided by operating activities from discontinued operations 94
231
205
Net cash flow provided by operating activities 887
1,685
1,394
Investing Activities:
Acquisitions (including acquired television library), net of cash acquired (270 ) (92 ) (12 )
Capital expenditures (185 ) (196 ) (171 )
Investments in and advances to investee companies (110 ) (81 ) (98 )
Proceeds from sale of investments 10
—
80
Proceeds from dispositions 11
20
383
Other investing activities 21
15
(3 )
Net cash flow (used for) provided by investing activities from continuing operations (523 ) (334 ) 179
Net cash flow used for investing activities from discontinued operations (24 ) (6 ) (25 )
Net cash flow (used for) provided by investing activities (547 ) (340 ) 154
Financing Activities:
Proceeds from (repayments of) short-term debt borrowings, net 229
450
(616 )
Proceeds from issuance of senior notes 1,773
684
1,959
Repayment of senior notes and debentures (1,244 ) (199 ) —
Proceeds from debt borrowings of CBS Radio 40
1,452
—
Repayment of debt borrowings of CBS Radio (43 ) (110 ) —
Payment of capital lease obligations (18 ) (18 ) (17 )
Dividends (296 ) (288 ) (300 )
Purchase of Company common stock (1,111 ) (2,997 ) (2,813 )
Payment of payroll taxes in lieu of issuing shares for stock-based compensation (89 ) (58 ) (96 )
Proceeds from exercise of stock options 91
21
142
Excess tax benefit from stock-based compensation —
17
88
Other financing activities (9 ) —
—
Net cash flow used for financing activities (677 ) (1,046 ) (1,653 )
Net (decrease) increase in cash and cash equivalents (337 ) 299
(105 )
Cash and cash equivalents at beginning of year
(includes $24 (2017) and $6 (2016 and 2015) of discontinued operations cash)
622
323
428
Cash and cash equivalents at end of year
(includes $24 (2016) and $6 (2015) of discontinued operations cash)
$ 285
$ 622
$ 323


	Year Ended December 31,
	2022		2021		2020
Operating Activities:
Net earnings (Paramount and noncontrolling interests)	$	1,214	$	4,631	$	2,701
Less: Net earnings from discontinued operations, net of tax	379		162		117
Net earnings from continuing operations	835		4,469		2,584
Adjustments to reconcile net earnings from continuing operations to net cash flow (used for) provided by operating activities from continuing operations:
Depreciation and amortization	405		390		430
Amortization of content costs and participation and residuals expense	14,951		13,649		11,286
Deferred tax provision (benefit)	(106)		90		122
Stock-based compensation	172		192		274
Net gain on dispositions	(56)		(2,343)		(214)
Net (gains) losses from investments	9		(47)		(206)
Loss on extinguishment of debt	120		128		126
Equity in loss of investee companies, net of tax and distributions	207		96		34
Change in assets and liabilities
(Increase) decrease in receivables	(180)		179		(68)
Increase in inventory and related program, participation, and residuals liabilities	(17,164)		(16,763)		(12,283)
Increase in accounts payable and other liabilities	596		642		60
Decrease in pension and postretirement benefit obligations	(44)		(61)		(20)
Increase in income taxes	272		265		2
Other, net	(159)		(51)		88
Net cash flow (used for) provided by operating activities from continuing operations	(142)		835		2,215
Net cash flow provided by operating activities from discontinued operations	361		118		79
Net cash flow provided by operating activities	219		953		2,294
Investing Activities:
Investments	(254)		(193)		(59)
Capital expenditures	(358)		(354)		(324)
Acquisitions, net of cash acquired	—		(54)		(147)
Proceeds from dispositions	95		3,028		593
Other investing activities	(1)		(25)		—
Net cash flow (used for) provided by investing activities from continuing operations	(518)		2,402		63
Net cash flow used for investing activities from discontinued operations	(8)		(7)		(7)
Net cash flow (used for) provided by investing activities	(526)		2,395		56
Financing Activities:
Repayments of commercial paper borrowings, net	—		—		(698)
Proceeds from issuance of debt	1,138		58		4,375
Repayment of debt	(3,140)		(2,230)		(2,909)
Dividends paid on preferred stock	(58)		(30)		—
Dividends paid on common stock	(631)		(617)		(600)
Proceeds from issuance of preferred stock	—		983		—
Proceeds from issuance of common stock	—		1,672		—
Purchase of Company common stock	—		—		(58)
Payment of payroll taxes in lieu of issuing shares for stock-based compensation	(31)		(110)		(93)
Proceeds from exercise of stock options	—		408		5
Payments to noncontrolling interests	(218)		(235)		(59)
Other financing activities	(41)		(51)		(53)
Net cash flow used for financing activities	(2,981)		(152)		(90)
Effect of exchange rate changes on cash and cash equivalents	(94)		(48)		25
Net (decrease) increase in cash, cash equivalents and restricted cash	(3,382)		3,148		2,285
Cash, cash equivalents and restricted cash at beginning of year (includes $135 (2021) and $202 (2020) of restricted cash)	6,267		3,119		834
Cash, cash equivalents and restricted cash at end of year (includes $135 (2020) of restricted cash)	$	2,885	$	6,267	$	3,119

See notes to consolidated financial statements.

II-54

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions)


	Preferred Stock			Class A and B Common Stock			Treasury Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Paramount Stockholders’ Equity			Non-Controlling Interests				Total Equity
	(Shares)			(Shares)
December 31, 2019	—	$	—	615	$	1	$	(22,908)		$	29,590		$	8,494		$	(1,970)		$	13,207		$	82		$	13,289
Stock-based compensation activity	—	—		3	—		—			195			—			—			195			—			195
Class B Common Stock purchased	—	—		(1)	—		(50)			—			—			—			(50)			—			(50)
Common stock dividends	—	—		—	—		—			—			(601)			—			(601)			—			(601)
Noncontrolling interests	—	—		—	—		—			—			60			—			60			325		(a)	385
Net earnings	—	—		—	—		—			—			2,422			—			2,422			279			2,701
Other comprehensive income (loss)	—	—		—	—		—			—			—			138			138			(1)			137
December 31, 2020	—	—		617	1		(22,958)			29,785			10,375			(1,832)			15,371			685			16,056
Stock-based compensation activity	—	—		11	—		—			493			—			—			493			—			493
Stock issuances	10	—		20	—		—			2,655			—			—			2,655			—			2,655
Preferred stock dividends	—	—		—	—		—			—			(44)			—			(44)			—			(44)
Common stock dividends	—	—		—	—		—			—			(625)			—			(625)			—			(625)
Noncontrolling interests	—	—		—	—		—			(15)			94			—			79			(204)			(125)
Net earnings	—	—		—	—		—			—			4,543			—			4,543			88			4,631
Other comprehensive loss	—	—		—	—		—			—			—			(70)			(70)			(1)			(71)
December 31, 2021	10	—		648	1		(22,958)			32,918			14,343			(1,902)			22,402			568			22,970
Stock-based compensation activity	—	—		2	—		—			145			—			—			145			—			145
Preferred stock dividends	—	—		—	—		—			—			(58)			—			(58)			—			(58)
Common stock dividends	—	—		—	—		—			—			(635)			—			(635)			—			(635)
Noncontrolling interests	—	—		—	—		—						(17)			—			(17)			(103)			(120)
Net earnings	—	—		—	—		—			—			1,104			—			1,104			110			1,214
Other comprehensive loss	—	—		—	—		—			—			—			95			95			(5)			90
December 31, 2022	10	$	—	650	$	1	$	(22,958)		$	33,063		$	14,737		$	(1,807)		$	23,036		$	570		$	23,606

Year Ended December 31,
2017 2016 2015
Shares Amount Shares Amount Shares Amount
Class A Common Stock:
Balance, beginning of year 38
$ —
38
$ —
38
$ —
Conversion of A shares into B shares —
—
—
—
—
—
Balance, end of year 38
—
38
—
38
—
Class B Common Stock:
Balance, beginning of year 829
1
826
1
818
1
Conversion of A shares into B shares —
—
—
—
—
—
Restricted stock unit vests 3
—
3
—
4
—
Exercise of stock options 3
—
1
—
6
—
Retirement of treasury stock (1 ) —
(1 ) —
(2 ) —
Balance, end of year 834
1
829
1
826
1
Additional Paid-In Capital:
Balance, beginning of year
43,913

44,055
44,041
Stock-based compensation 181
177
174
Tax benefit related to employee
stock-based transactions
—
12
87
Exercise of stock options 92
21
142
Retirement of treasury stock (89 ) (58 ) (96 )
Dividends (289 ) (294 ) (293 )
Decrease in noncontrolling interest (11 ) —
—
Balance, end of year
43,797

43,913

44,055
Accumulated Deficit:
Balance, beginning of year
(19,257 )
(20,518 )
(21,931 )
Net earnings 357
1,261
1,413
Balance, end of year
(18,900 )
(19,257 )
(20,518 )
Accumulated Other Comprehensive Loss:
Balance, beginning of year (767 ) (770 ) (735 )
Other comprehensive income (loss) 105
3
(35 )
Balance, end of year (662 ) (767 ) (770 )
Treasury Stock, at cost:
Balance beginning of year 455
(20,201 ) 401
(17,205 ) 349
(14,406 )
Class B Common Stock purchased 16
(1,050 ) 54
(2,997 ) 52
(2,800 )
CBS Radio Split-Off 18
(1,007 ) —
—
—
—
Shares paid for tax withholding for
stock-based compensation
1
(89 ) 1
(58 ) 2
(96 )
Issuance of stock for deferred compensation —
—
—
1
—
1
Retirement of treasury stock (1 ) 89
(1 ) 58
(2 ) 96
Balance, end of year 489
(22,258 ) 455
(20,201 ) 401
(17,205 )
Total Stockholders’ Equity
$ 1,978

$ 3,689

$ 5,563
(a) Primarily reflects the acquisition of Miramax (see Note 2).

See notes to consolidated financial statements.

II-55

~~CBS CORPORATION~~

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollars in millions, except per share amounts)

1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business—~~CBS Corporation (together with~~Effective February 16, 2022, we changed our name from ViacomCBS Inc. to Paramount Global, and effective at the open of market trading on February 17, 2022, our Class A Common Stock, Class B Common Stock and 5.75% Series A Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”) ceased trading under the ticker symbols “VIACA,” “VIAC” and “VIACP” and began trading under the ticker symbols “PARAA,” “PARA” and “PARAP,” respectively, on The Nasdaq Stock Market LLC. References to “Paramount,” the “Company,” “we,” “us” and “our” refer to Paramount Global and its consolidated subsidiaries, unless the context otherwise ~~requires,~~requires.

Beginning in the ~~“Company” or “CBS Corp.”) is comprised~~first quarter of 2022, primarily as a result of our increased strategic focus on our direct-to-consumer streaming businesses, we made certain changes to how we manage our businesses and allocate resources that resulted in a change to our operating segments. Our management structure was reorganized to focus on managing our business as the combination of three parts: a traditional media business, a portfolio of domestic and international streaming services, and a film studio. Accordingly, for all periods presented we are reporting results based on the following segments: ~~Entertainment (CBS Television, comprised~~

•TV Media—Our TV Media segment consists of our (1) broadcast operations — the CBS Television Network, our domestic broadcast television network; CBS ~~Television Studios, CBS Studios International,~~Stations, our owned television stations; and ~~CBS Television Distribution;~~our international free-to-air networks, Network ~~Ten; CBS Interactive;~~10, Channel 5, Telefe, and ~~CBS Films;), Cable Networks (Showtime Networks,~~Chilevisión; (2) premium and basic cable networks, including Showtime, MTV, Comedy Central, Paramount Network, The Smithsonian Channel, Nickelodeon, BET Media Group, CBS Sports Network, and ~~Smithsonian Networks), Publishing (Simon & Schuster)~~international extensions of certain of these brands; (3) domestic and ~~Local~~international television studio operations, including CBS Studios, Paramount Television Studios and MTV Entertainment Studios, as well as CBS Media ~~(CBS Television Stations~~Ventures, which produces and distributes first-run syndicated programming. TV Media also includes a number of digital properties such as CBS News Streaming and CBS ~~Local Digital Media)~~Sports HQ.

•Direct-to-Consumer—Our Direct-to-Consumer segment consists of our portfolio of domestic and international pay and free streaming services, including Paramount+, Pluto TV, Showtime Networks’ premium subscription streaming service (Showtime OTT), BET+ and Noggin.

•Filmed Entertainment—Our Filmed Entertainment segment consists of Paramount Pictures, Paramount Players, Paramount Animation, Nickelodeon Studio, Awesomeness and Miramax.

In January 2023, we announced that we will be fully integrating Showtime into Paramount+ across both streaming and linear platforms later in 2023.

Discontinued ~~Operations—~~OnOperations—In November ~~16, 2017,~~2020, we entered into an agreement to sell our publishing business, Simon & Schuster, which was previously reported as the ~~Company completed the split-off~~Publishing segment, to Penguin Random House LLC (“Penguin Random House”), a wholly owned subsidiary of ~~CBS Radio Inc. (“CBS Radio”) through an exchange offer,~~Bertelsmann SE & Co. KGaA. As a result, we began presenting Simon & Schuster as a discontinued operation in ~~which the Company accepted 17.9 million shares of CBS Corp. Class B Common Stock from its stockholders in exchange~~our consolidated financial statements for the ~~101.4 million shares~~fourth quarter of ~~CBS Radio common stock that it owned. Immediately following~~2020. In November 2021, the ~~exchange offer, each share~~U.S. Department of ~~CBS Radio common stock was converted into one share~~Justice (the “DOJ”) filed suit in the United States District Court for the District of ~~Entercom Communications Corp. (“Entercom”) Class A common stock upon completion~~Columbia to block the sale and in October 2022 the Court ruled in favor of the ~~merger of CBS Radio~~DOJ. In November 2022, we terminated the agreement and in accordance with ~~Entercom. CBS Radio has been~~its terms, subsequently received a $200 million termination fee. Simon & Schuster remains a noncore asset as it does not fit strategically within our video-based portfolio. We expect to enter into a new agreement to sell Simon & Schuster in 2023. Assuming that we do so, closing would be subject to closing conditions that would include regulatory approval. Simon & Schuster continues to be presented as a discontinued operation ~~in the consolidated financial statements~~ for all periods presented ~~(See~~(see Note 4)3). ~~In addition, certain businesses that were previously disposed of by the Company prior to January 1, 2002, were accounted for as discontinued operations~~

II-56

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in ~~accordance with accounting rules in effect prior to 2002.~~millions, except per share amounts)

Principles of ~~Consolidation—~~Consolidation—The consolidated financial statements include the accounts of ~~CBS Corp. and all of~~Paramount, its subsidiaries in which a controlling interest is ~~maintained.~~maintained and variable interest entities (“VIEs”) where we are considered the primary beneficiary, after the elimination of intercompany transactions. Controlling interest is determined by majority ownership interest and the absence of substantive third party participating rights. Investments over which ~~the Company has~~we have a significant influence, ~~or ownership of more than 20% but less than or equal to 50%,~~ without a controlling interest, are accounted for under the equity method. ~~Investments~~Our proportionate share of ~~20%~~net earnings or ~~less, over which~~loss of the ~~Company has no significant influence, are accounted for under~~entity is recorded in “Equity in loss of investee companies, net of tax” on the cost method if the fair value is not readily determinable and are accounted for as available for sale securities if the fair value is readily determinable. All significant intercompany transactions have been eliminated. Amounts attributable to noncontrolling interests are immaterial for all periods presentedConsolidated Statements of Operations.

~~Reclassifications—~~Reclassifications—Certain amounts reported for prior years have been reclassified to conform to the current year’s presentation.

Use of ~~Estimates—~~Estimates—The preparation of ~~the Company’s~~our financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, ~~disclosure~~the disclosures of contingent assets and liabilities atas of the date of the financial statements, and the reported amount of revenues and expenses during the ~~reporting period. The Company bases its~~periods presented. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may ~~differ~~vary from these estimates under different assumptions or conditions.

Business Combinations—We generally account for business combinations using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, 100% of the assets, liabilities and certain contingent liabilities acquired, as well as amounts attributed to noncontrolling interests, are recorded at fair value. Any transaction costs are expensed as incurred.

Cash and Cash ~~Equivalents—~~Equivalents—Cash and cash equivalents consist of cash on hand and ~~short-term (maturities~~highly liquid investments with maturities of three months or less at the date of ~~purchase) highly liquid investments,~~purchase, including money market funds, commercial paper and bank time deposits.

Programming ~~Inventory—The Company acquires~~Inventory—We produce and acquire rights to ~~programming and produces~~ programming to exhibit on ~~its~~our broadcast and cable networks, ~~broadcast television stations,~~ direct to consumers through ~~its digital~~our streaming services, ~~and the internet,~~on our broadcast television stations, and in theaters. ~~The~~We also produce programming for third parties. Costs for internally-produced and acquired programming inventory, including prepayments for such costs, are recorded within the non-current portion of “Programming and other inventory” on the Consolidated Balance Sheet. Prepayments for the rights to air sporting and other live events that are expected to be expensed over the next 12 months are classified within the current portion of “Programming and other inventory” on the Consolidated Balance Sheet.

Costs incurred ~~in acquiring~~to produce television programs and ~~producing programs~~feature films (which include direct production costs, production overhead, acquisition costs and development costs) are capitalized when incurred and amortized over the projected life of each television program or feature film. Costs incurred to acquire television series and feature film programming rights, including advances, are capitalized when the license period has begun and the program is accepted and available for airing and amortized over the shorter of the license period or ~~projected useful~~the period in which an economic benefit is expected to be derived.

In addition, production inventory is reduced by contributions from co-production partners, as applicable, and tax incentives earned for qualified production spending in certain U.S. states and international locations. As a result, the benefit of these items will be recognized through reduced amortization over the life of the ~~programming. Program rights~~related content. Included in “Other current assets” and “Other assets” on the ~~related liabilities~~Consolidated Balance Sheet at December 31, 2022 were receivables for production tax incentives of $0.3 billion and $1.4 billion, respectively.

II-57

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

~~are recorded at~~We categorize our capitalized production and programming costs based on the ~~gross amount~~expected predominant monetization strategy throughout the life of the ~~liabilities~~content. Our programming that is expected to be predominantly monetized through licensing and distribution on third-party platforms is considered individually monetized and our programming that is expected to be predominantly monetized on our networks and streaming services together with other programming, is considered to be monetized as part of a film group. The predominant monetization strategy is determined when capitalization of production costs commences and is reassessed if there is a significant change to the ~~license period has begun, the cost~~expected future monetization strategy. This reassessment will include an assessment of the ~~program is determinable,~~monetization strategy throughout the entire life of the programming.

For internally-produced television programs and ~~the program is accepted and available for airing.~~

~~Television~~feature films that are predominantly monetized on an individual basis, we use an individual-film-forecast computation method to amortize capitalized production costs ~~(which include direct production costs, production overhead~~ and ~~acquisition costs) are stated at~~to accrue estimated liabilities for participations and residuals over the ~~lower~~applicable title’s life cycle based upon the ratio of ~~unamortized cost or net realizable value. The Company then estimates~~current period revenues to estimated remaining total gross revenues to be earned (“Ultimate Revenues”) for each title. The estimate of Ultimate Revenues impacts the timing of amortization of capitalized production costs and ~~costs to be incurred throughout the life~~expensing of ~~each television program.~~participations and residual costs. For television programming, our estimate of Ultimate Revenues includes revenues to be earned within 10 years from the delivery of the first episode, or, if still in production, five years from the delivery of the most recent episode, if later. These estimates ~~for remaining total lifetime revenues~~ are ~~initially limited to~~based on the ~~amount~~past performance of ~~revenue contracted for each episode~~similar television programs in a market, the performance in the initial ~~market. Accordingly, television programming costs~~markets and ~~participation costs incurred in excess~~future firm commitments to license programs.

For feature films, our estimate of Ultimate Revenues includes revenues from all sources that are estimated to be earned within 10 years from the ~~amount~~date of ~~revenue contracted for each episode in the~~a film’s initial market are expensed as incurred on an episode by episode basis. Estimates for all secondary market revenues such as domestic and foreign syndication, basic cable, digital streaming, home entertainment and merchandising are included in the estimated lifetime revenues of such television programming once it can be demonstrated that a program can be successfully licensed in such secondary market. Television programming costs incurred subsequentrelease. Prior to the ~~establishment~~release of ~~the secondary market are initially capitalized and amortized, and estimated liabilities for participations are accrued,~~feature films, we estimate Ultimate Revenues based on the ~~proportion that current period revenues bear~~historical performance of similar content and pre-release market research (including test market screenings), as well as factors relating to the specific film, including the expected number of theaters and markets in which the original content will be released, the genre of the original content and the past box office performance of the lead actors and actresses. Upon a film’s initial release, we update our estimate of Ultimate Revenues based on actual and expected future performance. Our estimates of revenues from succeeding windows and markets are revised based on historical relationships to theatrical performance and an analysis of current market trends. For acquired television and film libraries, our estimate of Ultimate Revenues is for a period within 20 years from the date of acquisition. Ultimate Revenue estimates are periodically reviewed and adjustments, if any, will result in changes to inventory amortization rates and estimated ~~remaining total lifetime revenues.~~accruals for residuals and participations.

~~The~~Film development costs ~~incurred~~that have not been set for production are expensed within three years unless they are abandoned earlier, in ~~acquiring television series and feature~~which case these projects are written down to their estimated fair value in the period the decision to abandon the project is determined.

For programming that is predominantly monetized as part of a film ~~programming are~~group, capitalized ~~when the program is accepted and available for airing. These~~ costs are amortized ~~over the period in which~~based on an ~~economic benefit is expected to be derived based on~~estimate of the timing of ~~the Company’s~~our usage of and benefit from such programming. The costs of programming rights licensed under multi-year sports programming agreements are capitalized if the rights payments are made before the related economic benefit has been ~~received. These costs are expensed~~received and amortized over the period in which an economic benefit is expected to be derived based on the relative value of the events broadcast by ~~the Company~~us during a ~~period. The relative value for an event is determined based on the revenues generated for that event~~period in relation to the estimated total ~~revenues~~value of the events over the ~~remaining~~ term of the sports programming agreement.

~~Lifetime revenue estimates~~For content that is predominantly monetized on an individual basis, a television program or feature film is tested for ~~internally produced~~impairment when events or circumstances indicate that its fair value may be less than its unamortized cost. Content that is predominantly monetized within a film group is assessed for impairment at the film group level and would similarly be tested for impairment if circumstances indicate that the fair value of the film group is less

II-58

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

than its unamortized costs. If the carrying value of a film group or individual television ~~programming, and~~program or feature film exceeds the estimated ~~economic benefit for~~fair value, an impairment charge will then be recorded in the ~~acquired programming, including revenue projections for multi-year sports programming, are periodically reviewed. Adjustments, if any,~~amount of the difference. A change in the monetization strategy of content, whether monetized individually or as part of a film group, will result in ~~changes~~a reassessment of the predominant monetization strategy and may trigger an assessment of the content for impairment. Any resulting impairment test will be performed either at the individual level, if the predominant monetization strategy is determined to be individual, or at the film group level where the future cash flows will be generated. In addition, unamortized costs for internally-produced or acquired programming that has been abandoned are written off.

Television and feature film programming and production costs, including inventory amortization, ~~rates, future net realizable value adjustments and/or estimated accruals for participation expense.~~development costs, residuals and participations and impairment charges, if any, are included within “Operating expenses” on the Consolidated Statements of Operations.

Property and ~~Equipment—~~Equipment—Property and equipment is stated at cost. Depreciation is ~~computed by~~calculated using the straight-line method over estimated useful lives as follows:



Buildings and building improvements			10 to 40 years
Leasehold ~~Improvements~~improvements			Shorter of lease term or useful life
Equipment and other (including ~~capital~~finance leases)			3 to 20 years

Costs associated with repairs and maintenance of property and equipment are expensed as incurred.

Impairment of Long-Lived ~~Assets—~~Assets—The Company assesses long-lived assets and intangible assets, other than goodwill and intangible assets with indefinite lives, for impairment whenever there is an indication that the carrying amount of the asset group may not be recoverable. Recoverability of these ~~assets~~asset groups is determined by comparing the forecasted undiscounted cash flows expected to be generated by these ~~assets, which is the estimated fair value,~~asset groups to their net carrying value. ~~The~~If the carrying value is not recoverable, the amount of impairment ~~loss,~~charge, if any, ~~will generally be~~is measured by the difference between the net carrying value and the estimated fair value of the ~~asset.~~assets.

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~Impairment of Investments—~~Investments—Investments over which we have a significant influence, without a controlling interest, are ~~reviewed~~accounted for ~~impairment on a quarterly basis by comparing their~~under the equity method. Equity investments for which we have no significant influence are measured at fair value ~~to their respective carrying amounts. The Company determines~~where a readily determinable fair value exists. Equity investments that do not have a readily determinable fair value are measured at cost less impairment, if any, and adjusted for observable price changes. Gains and losses resulting from changes in the fair value of ~~public company~~equity investments ~~by reference to their publicly traded stock price. With respect to private company~~are recorded in “Net gains (losses) from investments” on the Consolidated Statements of Operations. We monitor our investments for impairment and reduce the Company makes its estimate of fair value by considering recent investee equity transactions, discounted cash flow analyses, recent operating results, estimates based on comparable public company operating cash flow multiples and, in certain situations, balance sheet liquidation values. If the faircarrying value of the investment ~~has dropped below~~if we determine that an impairment charge is required based on qualitative and quantitative information. Our investments are included in “Other assets” on the carrying amount, management considers several factors when determining whether an other-than-temporary decline has occurred. These factors include the length of time and the extent to which the estimated fair value or market value has been below the carrying value, the financial condition and the near-term prospects of the investee, the intent and ability of the Company to retain its investment in the investee for a period of time sufficient to allow for any anticipated recovery in market value, and other factors influencing the fair market value, such as general market conditions.Consolidated Balance Sheets.

Goodwill and Intangible ~~Assets—~~Assets—Goodwill is allocated to various reporting units, which are ~~generally~~at or one level below ~~the Company’s~~our operating segments. Intangible assets with finite lives, which primarily consist of trade names, licenses, and customer agreements are generally amortized using the straight-line method over their estimated useful lives, which range from 45 to 40 years. Goodwill and other intangible assets with indefinite lives, which consist primarily of FCC licenses, are not amortized but are tested for impairment on an annual basis and between annual tests if events occur or circumstances change that would more likely than not reduce the fair value below its carrying amount. If the carrying value of goodwill or the indefinite-lived intangible asset exceeds its fair value, an impairment ~~loss~~charge is recognized ~~as a noncash charge (See~~(see Note 3)6).

~~Other Assets—~~Other assets include noncurrent accounts receivables of $2.12 billion at December 31, 2017 and $2.11 billion at December 31, 2016, which are primarily related to revenues recognized under long-term television licensing arrangements. Television license fee revenues are recognized at the beginning of the license period in which programs are made available to the licensee for exhibition, while the related cash is collected over the term of the license period.

~~Other Liabilities—~~Other liabilities consist primarily of the noncurrent portion of residual liabilities of previously disposed businesses, program rights obligations, long-term income tax liabilities, deferred compensation and other employee benefit accruals.

~~Revenue Recognition—~~Advertising revenues, net of agency commissions, are recognized in the period during which advertising spots are aired or displayed. If there is a guarantee to deliver a targeted audience rating, revenues are recognized for the actual audience rating delivered, based on the ratings data published by independent audience ratings measurement companies. Revenues are deferred for any shortfall in the audience rating with respect to an advertising spot until such time as the required audience rating is delivered.

Revenues from the licensing of television programming are recognized in the period that the television series is made available to the licensee, which may cause fluctuations in operating results. Television series initially produced for networks and first-run syndication are generally licensed to domestic and international markets concurrently (“initial market”). Network series are also licensed to digital streaming providers, television stations, and cable networks (“secondary market”). Licensing in the secondary market typically occurs at a later date but can also be concurrent with sales in the initial market. The length of the revenue cycle for television series will vary depending on the number of seasons a series remains in active production.

Affiliate and subscription fees for cable and broadcast networks, television stations and online content, including digital streaming services, are recognized in the period the service is provided. Costs for advertising and marketing services provided to the Company by cable, satellite and other distributors are recorded in selling, general and administrative expenses.

II-59

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Guarantees—At the inception of a guarantee, we recognize a liability for the fair value of an obligation assumed by issuing the guarantee. The related liability is subsequently reduced as utilized or extinguished and increased if there is a probable loss associated with the guarantee which exceeds the value of the recorded liability.

~~Publishing~~

Treasury Stock—Treasury stock is accounted for using the cost method. Retirements of treasury stock are reflected as a reduction to additional paid-in capital.

Fair Value Measurements—Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The framework for measuring fair value provides a hierarchy that prioritizes the inputs to valuation techniques used in measuring fair value. Level 1 is based on publicly quoted prices for the asset or liability in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset or liability in inactive markets or quoted prices for similar assets or liabilities. Level 3 is based on unobservable inputs reflecting our own assumptions about the assumptions that market participants would use in pricing the asset or liability. Certain assets and liabilities, including foreign currency hedges and deferred compensation liabilities, are measured and recorded at fair value on a recurring basis. Other assets and liabilities, including television and film production costs, lease assets, goodwill, intangible assets, and equity-method investments are recorded at fair value only if an impairment charge is recognized. Impairment charges, if applicable, are generally determined using discounted cash flows, which is a Level 3 valuation technique.

Derivative Financial Instruments—Derivative financial instruments are recorded on the Consolidated Balance Sheets as assets or liabilities and measured at fair value. For derivatives designated as hedges of the fair value of assets or liabilities, the changes in fair value of both the derivatives and the hedged items are recorded in “Other items, net”on the Consolidated Statements of Operations. For derivatives designated as cash flow hedges, the effective portion of the changes in fair value of the derivatives is recorded in “Accumulated other comprehensive loss” on the Consolidated Balance Sheets and subsequently recognized in net earnings when the hedged items are recognized.

Pension and Postretirement Benefits—The service cost component of net benefit cost for our pension and postretirement benefits is recorded on the same line items on the Consolidated Statements of Operations as other compensation costs of the related employees. All of the other components of net benefit cost are presented separately from the service cost component and below the subtotal of operating income in “Other items, net” on the Consolidated Statements of Operations.

Other Liabilities—Other liabilities consist primarily of the noncurrent portion of residual liabilities of previously disposed businesses, long-term income tax liabilities, deferred compensation and other employee benefit accruals.

Revenues

Revenue is recognized when control of a good or service is transferred to a customer. Control is considered to be transferred when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of that good or service.

Advertising Revenues—Advertising revenues are recognized when ~~merchandise is shipped~~the advertising spots are aired on television or ~~electronically~~streamed or displayed on digital platforms. Advertising spots are typically sold as part of advertising campaigns consisting of multiple commercial units. If a contract includes a guarantee to deliver a targeted audience rating or number of impressions, the delivery of the advertising spots that achieve the guarantee represents the performance obligation to be satisfied over time and revenues are recognized based on the proportion of the audience rating or impressions delivered to the ~~consumer.~~ total guaranteed in the contract. Audience ratings and impressions are determined

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PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

based on data provided by independent third-party companies. To the extent the amounts billed exceed the amount of revenue recognized, such excess is deferred until the guaranteed audience ratings or impressions are delivered. For contracts that do not include impressions guarantees, the individual advertising spots are the performance obligation and consideration is allocated among the individual advertising spots based on relative standalone selling price. Advertising contracts, which are generally short-term, are billed monthly, with payments due shortly after the invoice date.

Affiliate and Subscription Revenues—Affiliate and subscription revenues are principally comprised of fees received from multichannel video programming distributors (“MVPDs”) and third-party live television streaming services (“virtual MVPDs”, or “vMVPDs”) for carriage of our cable networks (“cable affiliate fees”) and our owned television stations (“retransmission fees”); fees received from television stations for their affiliation with the CBS Television Network (“reverse compensation”); and subscription fees for our subscription streaming services. Costs incurred for advertising, marketing and other services provided to us by cable, satellite and other distributors that are in exchange for a distinct service are recorded as expenses. If a distinct service is not received, such costs are recorded as a reduction to revenues.

The ~~Company records~~performance obligation for our affiliate agreements is a license to our programming provided through the continuous delivery of live linear feeds and, for agreements with MVPDs and vMVPDs, also includes a license to programming for video-on-demand viewing. Affiliate revenues are recognized over the term of the agreement as we satisfy our performance obligation by continuously providing our customer with the right to use our programming. For agreements that provide for a variable fee, revenues are determined each month based on an agreed upon contractual rate applied to the number of subscribers toour customer’s service. For agreements that provide for a fixed fee, revenues are recognized based on the relative fair value of the content provided over the term of the agreement. These agreements primarily include agreements with television stations affiliated with the CBS Television Network (“network affiliates”) for which fair value is determined based on the fair value of the network affiliate’s service and the value of our programming. For affiliate revenues, payments are generally due monthly. Subscription revenues to our streaming services are recognized evenly over the subscription period.

Theatrical Revenues—Theatrical revenue is earned from the theatrical distribution of our films during the exhibition period. Under these arrangements, revenues are recognized based on sales to the end customer.

Licensing and Other Revenues—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 include revenues from the viewing of our content on a transactional basis through transactional video-on-demand (TVOD) and electronic sell-through services, and the sale and distribution of our content through DVDs and Blu-ray discs to wholesale and retail partners; fees from the use of our trademarks and brands for consumer products, recreation and live events; and revenues from the rental of production facilities.

For licenses of exhibition rights for internally-produced programming, each individual episode or film delivered represents a separate performance obligation and revenues are recognized when the episode or film is made available to the licensee for exhibition and the license period has begun. For license agreements that include delivery of content on one or more dates for a fixed fee, consideration is allocated based on the relative standalone selling price of each episode or film. Estimation of standalone selling prices requires judgment, which can impact the timing of recognizing revenues. Agreements to license programming are often long term, with collection terms ranging from one to five years.

II-61

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

When payment is due from a customer more than one year before or after revenue is recognized, we consider the contract to contain a significant financing component and the transaction price is adjusted for the effects of the time value of money. We do not adjust the transaction price for the time value of money if payment is expected within one year of recognizing revenues.

We also license our programming to distributors of transactional video-on-demand and similar services. Under these arrangements, our performance obligation is the delivery of our content to such distributors who then license our content to the end customer. Our revenues are determined each month based on a contractual rate applied to the number of licenses to the distributors’ end customers. Similarly, revenues earned from electronic sell-through services are recognized as each program is downloaded by the end customer.

Revenues associated with the licensing of our brands for consumer products, recreation and live events are generally determined based on contractual royalty rates applied to sales reported by the licensees. For consumer products and recreation arrangements that include minimum guaranteed consideration, revenue is recognized as sales occur by the licensee, if the sales-based consideration is expected to exceed the minimum guarantee, or ratably if it is not expected to exceed the minimum guarantee. For live events, we recognize revenue when the event is held.

Revenues from the sales of DVDs and Blu-ray discs to wholesalers and retailers are recognized upon the later of the physical delivery to the customer or the date that any sales restrictions on the retailers are lifted.

We earn revenues from the distribution of content on behalf of third parties. We also have arrangements for the distribution or sale of our content by third parties. Under such arrangements, we determine whether revenues should be recognized based on the gross amount of consideration received from the customer or the net amount of revenue we retain after payment to the third party producer or distributor, based on an assessment of which party controls the good or service being transferred.

Revenue Allowances—DVDs and Blu-ray discs are generally sold with a right of return. We record a provision for sales returns and allowances at the time of sale based upon an estimate of future returns, rebates and other incentives. In determining this provision, we consider sources of qualitative and quantitative evidence including forecast sales data, customers’ rights of return, sales levels for units already shipped, historical return rates for similar products, current economic trends, the competitive environment, promotions and our sales strategies. Reserves for sales returns and allowances of $70 million and $36 million at December 31, 2022 and 2021, respectively, are recorded in “Other current liabilities” on the Consolidated Balance Sheets.

Reserves for accounts receivable reflect our expected credit losses, which ~~allow~~are estimated based on historical experience, as well as current and expected economic conditions and industry trends. Our allowance for credit losses was $111 million and $80 million at December 31, 2022 and 2021, respectively. The provision for doubtful accounts charged to expense was $40 million in 2022, $8 million in 2021 and $32 million in 2020. The expense in 2022 principally includes a ~~percentage~~charge for amounts due from customers in Russia, Belarus and Ukraine following Russia’s invasion of ~~revenue recognized.~~Ukraine in the first quarter of 2022 (see Note 7).

~~Deferred revenues~~

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PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Contract Liabilities—A contract liability is recorded when consideration is received from a customer prior to fully satisfying a performance obligation in a contract. Our contract liabilities primarily consist of cash received ~~or receivable~~ related to advertising arrangements ~~and the licensing of television programming~~ for which the ~~revenues~~required audience rating or impressions have not been delivered; consumer products arrangements with minimum guarantees; and content licensing arrangements under which the content has not yet been ~~earned. The amounts classified~~made available to the customer. These contract liabilities will be recognized as ~~current~~revenues when control of the related product or service is transferred to the customer. Contract liabilities are ~~expected to be earned~~included within ~~the next twelve months.~~

~~Sales of Multiple Products or Services—Revenues derived from a single sales contract that contains multiple products~~“Deferred revenues” and ~~services are allocated based~~“Other liabilities” on the ~~relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.~~Consolidated Balance Sheets.

Collaborative ~~Arrangements—~~Arrangements—Collaborative arrangements primarily consist of joint efforts with third parties to produce and distribute programming such as television series and live sporting events, including the agreement between ~~the Company~~us and Turner Broadcasting System, Inc. to telecast the NCAA Division I Men’s Basketball Championship ~~(“NCAA~~ (the “NCAA Tournament”), which runs through 2032. In connection with this agreement for the NCAA Tournament, advertisements aired on the CBS Television Network are recorded as revenues and ~~the Company’s~~our share of the program rights fees and other operating costs are recorded as operating expenses.

~~For episodic~~We also enter into collaborative arrangements with other studios to jointly finance and distribute film and television programming, ~~co-production~~under which each partner is responsible for distribution of the program in specific territories or distribution windows. Under these arrangements, our share of costs for co-productions are initially capitalized as programming inventory and amortized over the ~~television series’~~ estimated economic ~~life.~~life of the program. In such arrangements where ~~the Company has~~we have distribution rights, all proceeds generated from such distribution are recorded as revenues and any participation profits due to third party collaborators are recorded as ~~operating~~participation expenses. In co-production arrangements where third party collaborators have distribution rights, ~~the Company’s~~our net participating profits are recorded as revenues.

Amounts attributable to transactions arising from collaborative arrangements between participants were not material to the ~~Company’s~~ consolidated financial statements for ~~all periods~~any period presented.

~~Advertising—~~Leases—Our leases are principally comprised of operating leases for office space, equipment, satellite transponders and studio facilities. We determine that a contract contains a lease if we obtain substantially all of the economic benefits of, and the right to direct the use of, an asset identified in the contract. For leases with terms greater than 12 months, we record a right-of-use asset and a lease liability representing the present value of future lease payments. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, if readily determinable, or our collateralized incremental borrowing rate. For those contracts that include fixed rental payments for both the use of the asset (“lease costs”) as well as for other occupancy or service costs relating to the asset (“non-lease costs”), we generally include both the lease costs and non-lease costs in the measurement of the lease asset and liability. We also own buildings and production facilities where we lease space to lessees.

Our leases generally have remaining terms of up to 14 years and often contain renewal options to extend the lease for periods of generally up to 10 years. For leases that contain renewal options, we include the renewal period in the lease term if it is reasonably certain that the option will be exercised. Lease expense and income for our operating leases are recognized on a straight-line basis over the lease term, with the exception of variable lease costs, which are expensed as incurred, and leases of assets used in the production of programming, which are capitalized in programming assets and amortized over the projected useful life of the related programming.

Advertising—Advertising costs are expensed as incurred. ~~The Company~~We incurred total advertising expenses of ~~$426 million~~$2.69 billion in ~~2017, $373 million~~2022, $2.14 billion in ~~2016~~2021 and ~~$338 million~~$1.31 billion in ~~2015.~~2020.

II-63

~~Other Operating Items, Net—~~Other operating items, net for 2017 reflects a net gain relating to the disposal of property and equipment. For 2016 and 2015, other operating items, net includes gains from the sales of businesses, and for 2016, also includes a multiyear, retroactive impact of a new operating tax.PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

~~Interest—~~(Tabular dollars in millions, except per share amounts)

Interest—Costs associated with the refinancing or issuance of debt, as well as debt discounts or premiums, are recorded as interest over the term of ~~its~~the related debt. The Company may enter into interest rate exchange agreements; the amount to be paid or received under such agreements is accrued and recognized over the life of the agreements as an adjustment to interest expense.

Income ~~Taxes—~~Taxes—The provision for income taxes includes federal, state, local, and foreign taxes. We recognize the tax on global intangible low-taxed income, a U.S. tax on certain income earned by our foreign subsidiaries, as a period cost when incurred within the provision for income taxes.Deferred tax assets and liabilities are recognized for the estimated future tax effects of temporary differences between the financial statement carrying amounts and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed. ~~The Company evaluates~~We evaluate the realizability of deferred tax assets and ~~establishes~~establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. Deferred tax assets and deferred tax liabilities are classified as noncurrent on the Consolidated Balance Sheets.

For tax positions taken in a previously filed tax return or expected to be taken in a future tax return, ~~the Company evaluates~~we evaluate each position to determine whether it is more likely than not that the tax position will be sustained upon examination, based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is subject to a

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

measurement assessment to determine the amount of benefit to be recognized in the Consolidated Statement of Operations and the appropriate reserve to establish, if any. If a tax position does not meet the more-likely-than-not recognition threshold, a tax reserve is established and no benefit is recognized. A number of years may elapse before a tax return containing tax matters for which a reserve has been established is audited and finally resolved. We recognize interest and penalty charges related to the reserve for uncertain tax positions as income tax expense.

Foreign Currency Translation and ~~Transactions—The Company’s assets~~Transactions—Assets and liabilities ~~denominated in foreign currencies~~of subsidiaries with a functional currency other than the United States (“U.S.”) Dollar are translated into U.S. Dollars at foreign exchange rates in effect at the balance sheet date, while results of operations are translated at average foreign exchange rates for the respective periods. The resulting translation gains orand losses are included as a separate component of stockholders’ equity in ~~accumulated~~“Accumulated other comprehensive ~~income (loss). Foreign~~loss” on the Consolidated Balance Sheets. Argentina has been designated as a highly inflationary economy during all periods presented. Transactions denominated in currencies other than the functional currency ~~transaction~~will result in remeasurement gains and losses, ~~have been~~which are included in “Other items, net” inon the Consolidated Statements of Operations.

~~Other Items, net—For all periods presented, “Other items, net” primarily consists of foreign exchange gains and losses. For 2017, other items, net also includes write-downs of cost investments to their fair value.~~

~~Provision for Doubtful Accounts—~~The provision for doubtful accounts is estimated based on historical bad debt experience, the aging of accounts receivable, industry trends and economic indicators, as well as recent payment history for specific customers. ~~The provision for doubtful accounts charged to expense was $5 million, $12 million and $9 million in 2017~~, ~~2016 and 2015, respectively.~~

Net Earnings ~~(Loss)~~ per Common Share—Basic net earnings ~~(loss)~~ per share (“EPS”) is based upon net earnings ~~(loss)~~available to common stockholders divided by the weighted average number of common shares outstanding during the period. ~~Diluted~~Net earnings available to common stockholders is calculated as net earnings from continuing operations or net earnings, as applicable, adjusted to include dividends on our Mandatory Convertible Preferred Stock, which was issued in March 2021 (see Note 15).

Weighted average shares for diluted EPS reflects the effect of the assumed exercise of stock options and vesting of restricted ~~stock~~share units (“RSUs”) or performance share units (“PSUs”) only in the periods in which such effect would have been dilutive. Diluted EPS also reflects the effect of the assumed conversion of preferred stock, if dilutive, which includes the issuance of common shares in the weighted average number of shares and excludes the above-mentioned preferred stock dividend adjustment to net earnings available to common stockholders.

Excluded from the calculation of diluted EPS because their inclusion would have been ~~anti-dilutive,~~antidilutive, were ~~4 million~~ stock options and RSUs of 11 million, 6 million and 22 million for ~~each of~~ the years ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015.~~2020, respectively. Also excluded from the calculation of diluted EPS for the year ended December 31, 2022, was the effect of the assumed conversion of 10 million shares of Mandatory Convertible Preferred Stock into shares of

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PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

common stock because the impact would have been antidilutive. The table below presents a reconciliation of weighted average shares used in the calculation of basic and diluted EPS.


Year Ended December 31,	2022	2021	2020
(in millions)
Weighted average shares for basic EPS	649	641	616
Dilutive effect of shares issuable under stock-based compensation plans	1	5	2
Conversion of Mandatory Convertible Preferred Stock	—	9	—
Weighted average shares for diluted EPS	650	655	618

Year Ended December 31, 2017 2016 2015
(in millions)
Weighted average shares for basic EPS 401
444
484
Dilutive effect of shares issuable under stock-based compensation plans 6
4
5
Weighted average shares for diluted EPS 407
448
489
Additionally, because the impact of the assumed conversion of the Mandatory Convertible Preferred Stock would have been antidilutive, net earnings from continuing operations and net earnings used in our calculation of diluted EPS for the year ended December 31, 2022 include the preferred stock dividends recorded during the period. The table below presents a reconciliation of net earnings from continuing operations and net earnings to the amounts used in the calculations of basic and diluted EPS.


Year Ended December 31,	2022		2021
Amounts attributable to Paramount:
Net earnings from continuing operations	$	725	$	4,381
Preferred stock dividends	(58)		(44)
Net earnings from continuing operations for basic EPS calculation	667		4,337
Preferred stock dividend adjustment	—		44
Net earnings from continuing operations for diluted EPS calculation	$	667	$	4,381

Amounts attributable to Paramount:
Net earnings	$	1,104	$	4,543
Preferred stock dividends	(58)		(44)
Net earnings for basic EPS calculation	1,046		4,499
Preferred stock dividend adjustment	—		44
Net earnings for diluted EPS calculation	$	1,046	$	4,543

Stock-based ~~Compensation—The Company measures~~Compensation—We measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The cost is recognized over the vesting period during which an employee is required to provide service in exchange for the award.

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Recently Adopted Accounting Pronouncements

~~Statement of Cash Flows: Classification of Cash Receipts~~Accounting for Convertible Instruments and ~~Cash Payments~~Contracts in an Entity’s Own Equity

~~During 2017, the Company early~~On January 1, 2022, we adopted Financial Accounting Standards Board (“FASB”) amended guidance ~~which clarifies how certain cash receipts and cash payments should be presented and classified in the statement of cash flows. The new guidance is intended~~ to reduce the existing diversity in practice in how certain transactions are classified in the statement of cash flows. As a result of the adoption of this guidance, the Company now classifies debt prepayment costs within financing activities on the statement of cash flows. Previously, such costs were classified within operating activities. For 2017, debt prepayment costs of $52 million have been classified within financing activities. This guidance was applied retrospectively; however, the Company did not have debt prepayment costs in any prior year for which cash flow information is presented.

~~Improvements to Employee Share-Based Payment Accounting~~

~~During the first quarter of 2017, the Company adopted amended FASB guidance which simplifies several aspects of~~complexity associated with the accounting for ~~employee share-based payment transactions.~~convertible instruments with characteristics of liabilities and equity. Under this ~~amended~~ guidance, ~~all excess tax benefits and tax deficiencies~~embedded conversion features associated with convertible instruments no longer need to be separated from the host contracts unless they are ~~recognized~~required to be accounted for as ~~income tax expense~~derivatives or ~~benefit~~have been issued at a substantial premium. For contracts in the income statement in the period in which the awards vest or are exercised. In the statement of cash flows, excess tax benefits are classified with other income tax cash flows in operating activities. As a result of the adoption ofan entity’s own equity, this guidance ~~the Company’s excess tax benefits associated with the exercise of stock options and vesting of RSUs~~removes certain settlement conditions that are required for equity contracts to qualify for the year ended December 31, 2017 were recorded in the provision for income taxes on the Consolidated Statements of Operations. The guidance requires the income statement classification to be applied prospectively, and therefore, excess tax benefits for prior periods remain classified in stockholders’ equity on the balance sheet. The Company elected to apply the cash flow classification provision of this guidance prospectively and therefore, excess tax benefits for prior periods remain classified as financing activities on the statements of cash flows. The amended guidance also gives the option to make a policy election to account for forfeitures as they occur. The Company, however, has elected to continue its existing practice of estimating forfeitures.

~~Simplifying the Accounting for Goodwill Impairment~~

During the first quarter of 2017, the Company early adopted amended FASB guidance which simplifies the accounting for goodwill impairment. This guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. Under the amended guidance, a goodwill impairment charge is recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill.derivative scope exceptions. The adoption of this guidance did not have ana material impact on ~~the Company’s~~our consolidated financial statements.

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~~Accounting Pronouncements Not Yet Adopted~~

~~Targeted Improvements to Accounting for Hedging Activities~~

In August 2017, the FASB issued amended guidance for hedge accounting, which expands the eligibility of hedging strategies that qualify for hedge accounting, modifies the recognition and presentation of hedges in the financial statements, and changes how companies assess hedge effectiveness. In addition, this guidance amends and expands disclosure requirements. This guidance, which is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted, is not expected to have a material impact on the Company’s consolidated financial statements.

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

2) ACQUISITIONS AND DISPOSITIONS

~~Stock Compensation: Scope~~Acquisitions

During 2021, we made payments totaling $54 million, net of ~~Modification Accounting~~cash acquired, for the acquisition of Chilevisión, a free-to-air television channel, and a controlling interest in Fox TeleColombia & Estudios TeleMexico, a Spanish language content producer. The results of these companies are included in the TV Media segment from the dates of acquisition.

~~In May 2017, the FASB issued amended guidance~~

During 2020, we acquired a 49% interest in Miramax, a global film and television studio, for $375 million, which included a cash payment at closing of approximately $150 million along with a commitment to invest $45 million annually, beginning on the accounting for stock-based compensation which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under this guidance, modification accounting is required only if the fair value, the vesting conditions, or the classificationfirst anniversary of the award as equity or liability changes as a result of the change in the terms or conditions of a share-based payment award. This guidance, which is effective for the Company in the first quarter of 2018, is not expected to have an impact on the Company’s consolidated financial statements.

~~Improving the Presentation of Net Periodic Pension Cost~~closing and ~~Net Periodic Postretirement Benefit Cost~~

In March 2017, the FASB issued amended guidance on the presentation of net periodic pension and postretirement benefit cost (“net benefit cost”). This guidance requires an employer to present on the statement of operations the service cost component of net benefit cost in the same line item(s) as other compensation costs of the related employees. The other components of net benefit cost will be presented in the statement of operations separately from the service cost component and below the subtotal of operating income. This guidance is requiredcontinuing through 2025, to be ~~applied retrospectively~~used for new film and ~~is effective for the Company in the first quarter of 2018. Upon adoption, the Company’s operating income for 2017~~television productions and ~~2016 will increase by $441 million~~working capital. In conjunction with this acquisition, we entered into commercial agreements with Miramax under which we have exclusive, long-term distribution rights to Miramax’s catalog, which added more than 700 titles to our existing library. We also have certain rights to co-produce, co-finance and/or distribute new film and ~~$283 million, respectively, representing the components of net benefit cost other than service cost (See Note 15).~~

~~Clarifying the Definition of a Business~~

In January 2017, the FASB issued amended guidance on the accounting for business combinations which clarifies the definition of a business and assists entities with evaluating whether transactions should betelevision projects. The investment is accounted for as ~~acquisitions (or disposals) of assets or businesses. Under this guidance, when substantially all~~a consolidated VIE. We are the primary beneficiary of the ~~fair value~~VIE due to our power to direct the distribution of ~~gross~~Miramax’s films and television series, which is considered the most significant activity of the VIE. The results of Miramax are included in the Filmed Entertainment segment from the date of acquisition.

The operating results of these acquisitions were not material to our consolidated financial statements in the year of acquisition.

Dispositions

In September 2022, in connection with our funding commitments under our streaming joint venture, SkyShowtime, we made a noncash contribution of certain assets ~~acquired is concentrated~~of Paramount+ in Denmark, Finland, Norway and Sweden (the “Nordics”) to the joint venture, which resulted in a ~~single asset (or group~~gain of ~~similar assets),~~$41 million. Upon the transfer of these assets, ~~acquired would not represent~~the SkyShowtime service was launched in the Nordics, where it replaced Paramount+.

Also in 2022, we recorded gains on dispositions totaling $15 million, comprised of a ~~business.~~ 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, which is described below.

During October 2021, we completed the sale of 51 West 52nd Street, an office tower that was formerly the headquarters of CBS, to Harbor Group International, LLC, for $760 million, resulting in a gain of $523 million. We have a lease for a portion of the space we occupied with terms that end in 2023 and 2024.

In December 2021, we completed the sale of CBS Studio Center to a partnership formed by Hackman Capital Partners, LLC and Square Mile Capital Management, LLC for $1.85 billion. At closing, we executed a 10-year lease-back of the portion of a building on the property that is used by our Los Angeles television stations. The lease-back began at the time of the sale and includes an option to terminate one floor without penalty beginning on the fifth anniversary. The sale resulted in a gain of $1.70 billion.

In addition, ~~in order to be considered~~during 2021 we recognized a ~~business, an acquisition would have to include at a minimum an input and a substantive process that together significantly contribute~~net gain of $117 million, principally relating to the ~~ability to create an output. The amended guidance also narrows the definition~~sale of ~~outputs by more closely aligning it with how outputs are described in FASB guidance for revenue recognition. This guidance is effective for the Company in the first quarter of 2018.~~a noncore trademark licensing operation.

~~Intra-Entity Transfers of Assets Other than Inventory~~

In October ~~2016,~~2020, we completed the ~~FASB issued amended guidance on the accounting~~sale of CNET Media Group to Red Ventures for ~~income taxes, which eliminates the exception~~$484 million.This transaction resulted in ~~existing guidance which defers the recognition~~a gain of the tax effects of intra-entity asset transfers other than inventory until the transferred asset is sold to a third party. Rather, the amended guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This guidance, which is effective for the Company in the first quarter of 2018, is not expected to have a material impact on the Company’s consolidated financial statements.

~~Leases~~

In February 2016, the FASB issued new guidance on the accounting for leases, which supersedes previous lease guidance. Under this guidance, for all leases with terms in excess of one year, including operating leases, the Company will be required to recognize on its balance sheet a lease liability and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance retains a distinction between finance leases and operating leases and the classification criteria is substantially similar to previous guidance. Additionally, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed. The Company is currently reviewing its lease portfolio, evaluating the impact of this guidance on its consolidated balance sheet and assessing system requirements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted.$214 million.

II-66

~~CBS CORPORATION~~

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

3) DISCONTINUED OPERATIONS

~~Revenue~~The following tables set forth details of net earnings from ~~Contracts with Customers~~

In May 2014, the FASB issued guidance on the recognition of revenues which provides a single, comprehensive revenue recognition model for all contracts with customers and supersedes most existing revenue recognition guidance. The main principle under this guidance is that an entity should recognize revenue at the amount it expects to be entitled to in exchangediscontinued operations for the ~~transfer of goods or services~~years ended December 31, 2022, 2021 and 2020, which primarily relates to ~~customers. This guidance is effective~~Simon & Schuster (see Note 1).


Year Ended December 31, 2022	Simon & Schuster			Other (a)		Total
Revenues		$	1,177	$	—	$	1,177
Costs and expenses:
Operating		746		(30)		716
Selling, general and administrative		180		—		180

Restructuring charges		3		—		3
Total costs and expenses		929		(30)		899
Operating income		248		30		278
Termination fee, net of advisory fees		190		—		190
Other items, net		(12)		—		(12)
Earnings from discontinued operations		426		30		456
Income tax provision		(70)		(7)		(77)
Net earnings from discontinued operations, net of tax		$	356	$	23	$	379


Year Ended December 31, 2021	Simon & Schuster			Other (a)		Total
Revenues		$	993	$	—	$	993
Costs and expenses:
Operating		618		(16)		602
Selling, general and administrative		158		—		158
Depreciation and amortization		3		—		3
Restructuring charges		1		—		1
Total costs and expenses		780		(16)		764
Operating income		213		16		229
Other items, net		(10)		—		(10)
Earnings from discontinued operations		203		16		219
Income tax provision		(46)		(11)		(57)
Net earnings from discontinued operations, net of tax		$	157	$	5	$	162


Year Ended December 31, 2020	Simon & Schuster			Other (a)		Total
Revenues		$	901	$	—	$	901
Costs and expenses:
Operating		573		(19)		554
Selling, general and administrative		172		—		172
Depreciation and amortization		5		—		5
Restructuring charges		10		—		10
Total costs and expenses		760		(19)		741
Operating income		141		19		160
Other items, net		(5)		—		(5)
Earnings from discontinued operations		136		19		155
Income tax provision		(34)		(4)		(38)
Net earnings from discontinued operations, net of tax		$	102	$	15	$	117

(a) Primarily relates to indemnification obligations for the Company beginning in the first quarter of 2018. The Company has identified the changes to its accounting policies and is in the process of preparing the expanded disclosures required under the new standard, including the disaggregation of revenue from contracts with customers into categories that depict how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. The adoption of this guidance is not expected to have a significant impact on the Company’s total revenues. The Company has identified changes to its revenue recognition policies primarily relating to two areas of its content licensing and distribution operations. First, revenues from certain distribution arrangements of third-party content will be recognized based on the gross amount of consideration received by the Company, with participation expense recognized for the fees paid to the third party. Under current accounting guidance, such revenues are recognized at the net amount retained by the Company after the payment of fees to the third party. This accounting change if adopted in 2017 would have increased 2017 revenues and participation expense by approximately $275 million, with no impact on the Company’s operating income. Second, revenuesleases associated with the ~~extension~~previously discontinued operations of an existing licensing arrangement, which are currently recognized upon the execution of such extension, will be recognized at a later date once the extension period begins. The Company will apply the modified retrospective method of adoption with the cumulative effect of the initial adoption, currently estimated at $263 million, reflected as an adjustment to the opening balance of accumulated deficit as of January 1, 2018. This change is not expected to have a material impact on the Company’s operating income on an annual basis, since revenues from extensions executed each year approximate revenues from extensions for which the license period has begun.

~~2) PROPERTY AND EQUIPMENT~~Famous Players Inc. (“Famous Players”).

II-67

At December 31, 2017 2016
Land $ 193
$ 195
Buildings 769
733
Capital leases^(a)
162
164
Equipment and other 1,927
1,843
3,051
2,935
Less accumulated depreciation and amortization 1,771
1,694
Net property and equipment $ 1,280
$ 1,241

~~(a) Accumulated amortization of capital leases was $112 million and $98 million at December 31, 2017 and 2016, respectively.~~

Year Ended December 31, 2017 2016 2015
Depreciation expense, including capitalized lease amortization ^(a)
$ 203
$ 205
$ 212

~~(a) Amortization expense related to capital leases was $16 million, $17 million and $16 million in 2017, 2016, and 2015, respectively.~~

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The following table presents the major classes of assets and liabilities of our discontinued operations.


At December 31,	2022		2021
Receivables, net	$	558	$	536
Other current assets	229		209
Goodwill	434		435
Property and equipment, net	53		46
Operating lease assets	204		203
Other assets	111		131
Total Assets	$	1,589	$	1,560
Royalties payable	$	161	$	155
Other current liabilities	388		416
Operating lease liabilities	182		194
Other liabilities	18		19
Total Liabilities	$	749	$	784

4) PROPERTY AND EQUIPMENT


At December 31,	2022		2021
Land	$	371	$	372
Buildings	863		842
Equipment and other	4,242		4,272
	5,476		5,486
Less accumulated depreciation	3,714		3,750
Property and equipment, net	$	1,762	$	1,736


Year Ended December 31,	2022		2021		2020
Depreciation expense (a)	$	337	$	344	$	345

(a) Included in depreciation expense for 2020 is $12 million of accelerated depreciation resulting from the abandonment of technology in connection with synergy plans related to the merger of Viacom Inc. (“Viacom”) with and into CBS Corporation (“CBS”) (the “Merger”).

5) PROGRAMMING AND OTHER INVENTORY

The following table presents our programming and other inventory at December 31, 2022 and 2021, grouped by type and predominant monetization strategy. During the first quarter of 2022, in connection with our increased strategic focus on our streaming businesses, we reassessed our predominant monetization strategy for certain of our internally-produced content, and determined that it had shifted from individual to film group as a result of expected increased monetization of the content on our streaming services.

II-68

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)


At December 31,	2022		2021
Film Group Monetization:
Acquired program rights, including prepaid sports rights	$	3,238	$	3,432
Internally-produced television and film programming:
Released	7,154		3,808
In process and other	3,299		2,609

Individual Monetization:
Acquired libraries	394		441
Film inventory:
Released	694		606
Completed, not yet released	129		253
In process and other	1,317		1,303
Internally-produced television programming:
Released	624		1,604
In process and other	726		769
Home entertainment	45		37
Total programming and other inventory	17,620		14,862
Less current portion	1,342		1,504
Total noncurrent programming and other inventory	$	16,278	$	13,358

The following table presents amortization of television and film programming and production costs, which is included within “Operating expenses” on the Consolidated Statements of Operations.


Year Ended December 31,	2022		2021		2020
Programming costs, acquired programming	$	5,018	$	5,143	$	3,779

Production costs, internally-produced television and film programming:
Individual monetization	$	2,104	$	3,245	$	2,669
Film group monetization	$	5,187	$	3,248	$	3,133

Programming Charges

Included in the table above for the year ended December 31, 2020, are programming charges of $159 million primarily related to the abandonment of certain incomplete programs resulting from production shutdowns related to the coronavirus pandemic (COVID-19). Programming charges of $154 million and $5 million are included within the TV Media and Filmed Entertainment segments, respectively.

In connection with our plan to integrate Showtime into Paramount+ across both streaming and linear platforms in 2023, we have undertaken a comprehensive strategic review of the combined content portfolio of Showtime and Paramount+. At the same time, we are rationalizing and right-sizing our international operations to align with our streaming strategy, and closing or globalizing certain of our international channels. We plan to complete this review in the first quarter of 2023 and abandon or remove from our platforms certain content, which will result in charges for the impairment or abandonment of the affected content, which we estimate will be approximately $1.3 billion to $1.5 billion.

II-69

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The following table presents the expected amortization over each of the next three years of released programming inventory on the Consolidated Balance Sheet at December 31, 2022. This information does not include the expected effects of the 2023 programming charges discussed above.


	2023		2024		2025
Programming costs, acquired programming	$	2,187	$	593	$	285

Production costs, internally-produced television and film programming:
Individual monetization	$	822	$	248	$	136
Film group monetization	$	3,175	$	1,812	$	1,147

During the year ending December 31, 2023, we expect to amortize approximately $63 million of our completed, not yet released film inventory, which is monetized on an individual basis.

6) GOODWILL AND OTHER INTANGIBLE ASSETS

~~Goodwill and Intangible Assets Impairment Test~~

Goodwill is tested for impairment at the reporting unit ~~level. The Company’s reporting units are~~level, which is an operating segment, or one level ~~below its operating segments, except for the Publishing~~below. At December 31, 2022, we had five reporting ~~unit, which is the same as its operating segment because this operating segment has only one component.~~units. FCC licenses are tested for impairment at the geographic market level. ~~The Company considers~~We consider each geographic market, which is comprised of all of ~~the Company’s~~our television stations within that geographic market, to be a single unit of accounting because the FCC licenses at this level represent their highest and best use. At December 31, ~~2017, the Company~~2022, we had ~~eight reporting units with goodwill balances, and~~ 14 television markets with FCC license book values.

For ~~its~~our annual impairment test, ~~the Company performs~~we perform qualitative assessments for ~~each~~the reporting ~~unit~~units and ~~market~~television markets with FCC licenses that ~~management estimates~~we estimate have fair values that significantly exceed their respective carrying values. In ~~selecting markets and reporting units for a qualitative assessment, the Company~~making this determination, we also ~~considers~~consider the duration of time since a quantitative test was performed. For the ~~2017~~2022 annual impairment test, ~~the Company~~we performed qualitative assessments for ~~seven~~nine of our television markets and all of our reporting units and 11 television markets. For each reporting unit, the Company weighed the relative impact of factors that are specific to the reporting unit as well as industry and macroeconomic factors. For each television market, the Company weighed the relative impact of market-specific and macroeconomic factors. Based on the qualitative assessments, consideringunits. Considering the aggregation of ~~the~~all relevant factors, including the ~~Company~~significant headroom in our most recent tests, we concluded that it is not more likely than not that the fair values of ~~these~~our reporting units and the fair value of FCC licenses within each ~~market~~of these markets are less than their respective carrying values. Therefore, performing ~~the~~a quantitative impairment test for these reporting units and FCC licenses was unnecessary.

For the 2022 annual test for FCC licenses, ~~in the remaining television markets, the Company~~we performed a quantitative impairment test ~~that compares~~for the remaining five markets. The quantitative impairment test of FCC licenses calculates an estimated fair value ~~of the FCC licenses by geographic market with their respective carrying values. The estimated fair value of each FCC license is computed~~ using the Greenfield Discounted Cash Flow Method, ~~(‘‘Greenfield Method’’),~~ which ~~attempts to isolate the income that is attributable to the license alone. The Greenfield Method is based upon modeling~~values a hypothetical start-up station ~~and building it up to a normalized operation that,~~in the relevant market by design, lacks inherent goodwill and whose other assets have essentially been added as part of the build-up process. The Greenfield Method adds the present value of the estimated annual cash flows of the start-up station over a projection period to the residual value at the end of the projection period. The annualadding discounted cash flows over a five-year build-up period to a residual value. The assumptions for the ~~projection~~build-up period include ~~assumptions for~~industry projections of overall ~~advertising revenues in the relevant geographic~~ market revenues; the start-up station’s operating costs and capital expenditures, ~~and a five-year build-up period for the start-up station to reach a normalized state of operations,~~ which reflects the point at which it achieves an average market share. The overall market advertising revenue in the subject market is estimated based on recent industry projections. Operating costs and capital expenditures are ~~estimated~~ based on both industry and internal ~~data.~~data; and average market share. The discount rate is determined based on the industry and market-based risk of achieving the projected cash flows, and the residual value is calculated using a ~~perpetual nominal~~long-term growth rate, which is based on projected long-range inflation ~~in the U.S.~~ and ~~long-term~~ industry projections. The discount rate ~~is determined based on the average of the weighted average cost of capital of comparable entities in the broadcast industry. For each television station, the discount rate used for 2017 was 7.5%~~ and the ~~perpetual nominal~~long-term growth rate ~~was 2.0%. For the 2017 quantitative~~were 8% and 1%, respectively. The impairment ~~test, the Company concluded~~tests indicated that the estimated fair ~~value~~values of FCC licenses in ~~each~~two of the ~~three television~~ markets ~~for which the quantitative test was performed exceeded~~were below their respective carrying values.

Accordingly, we recorded an impairment charge of $27 million to write down the carrying values of these FCC licenses to their aggregate estimated fair value of $184 million. The impairment charge, which is included within “Depreciation and amortization” in the Consolidated Statement of Operations and recorded within the TV Media segment, was the result of a higher discount rate utilized in our annual impairment tests, reflecting the

II-70

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

~~For 2017,~~impacts of market volatility and higher interest rates. Additionally, the ~~Company performed a quantitative goodwill impairment test for~~estimated fair values of FCC licenses in the ~~CBS Sports Network reporting unit. The quantitative goodwill impairment test examines whether the~~three remaining markets, which had an aggregate carrying value of $787 million, were each within 10% of their respective carrying values.

In the fourth quarter of 2022, as a result of a management reorganization, the reporting ~~unit exceeds its estimated~~units within our TV Media segment changed from three to two reporting units. Accordingly, we reallocated goodwill using a relative fair value ~~which is computed based upon the present value of future cash flows (“Discounted Cash Flow Method”)~~approach and ~~the traded or transaction values of comparable businesses (“Market Comparable Method”). If the carrying value exceeds the estimated fair value, an~~performed further qualitative goodwill impairment charge is recognized as the amount by which the carrying value exceeds the fair value. For 2017, the Discounted Cash Flow Method and Market Comparable Method for CBS Sports Network resulted in similar estimated fair values. The Discounted Cash Flow Method includes the Company’s assumptions for growth rates, operating margins and capital expenditures for the projection period plus the residual value of the business at the end of the projection period. The estimated growth rates, operating margins and capital expenditures for the projection period are basedassessments on the ~~Company’s internal forecasts~~two reporting units subsequent to the reallocation of ~~future performance as well as historical trends. The residual value is estimated based on a perpetual nominal growth rate, which is based on projected long-range inflation~~goodwill, and ~~long-term industry projections and for 2017 was 2.0%. The discount rate was determined based on the average of the weighted average cost of capital of comparable entities and for 2017was8.5%~~

~~For the 2017 annual impairment test, the Company~~ concluded that the ~~estimated~~fair values of these reporting units continued to exceed their respective carrying values.

In the first quarter of 2022, in connection with changes to our management structure and the resulting change in operating segments, we reassessed our reporting units and reallocated goodwill from the four reporting units in place prior to the realignment to six reporting units, using a relative fair value approach. We performed goodwill impairment tests as of January 1, 2022 on the ~~CBS Sports Network~~ reporting ~~unit exceeded its~~units in place before and after the change and concluded that the fair values of these reporting units continued to exceed their respective carrying ~~value~~values with significant estimated headroom and, therefore, no impairment charge was required.

~~Transactions~~

~~During~~The following tables present the ~~fourth quarter of 2017,~~changes in the Company completed the acquisition of Ten Network Holdings Limited (“Network Ten”), one of three major commercial broadcast networks in Australia, for approximately $124 million, which is net of cash acquired. The assets acquired primarily consist of broadcast licenses, net operating loss carryforwards and working capital.

~~In 2015, the Company disposed of internet businesses in China for $383 million, which resulted in gains of $139 million. The assets associated with the disposed businesses primarily consisted~~book value of goodwill ~~of $217 million.~~by segment for the years ended December 31, 2022 and 2021.


	Balance at			Acquisitions /		Foreign		Balance at
	December 31, 2021			(Dispositions)		Currency		December 31, 2022
TV Media:
Goodwill		$	24,590	$	—	$	(85)		$	24,505
Accumulated impairment losses		(13,354)		—		—			(13,354)
Goodwill, net of impairment		11,236		—		(85)			11,151
Direct-to-Consumer
Goodwill		2,728		—		—			2,728
Accumulated impairment losses		—		—		—			—
Goodwill, net of impairment		2,728		—		—			2,728
Filmed Entertainment:
Goodwill		2,620		—		—			2,620
Accumulated impairment losses		—		—		—			—
Goodwill, net of impairment		2,620		—		—			2,620
Total:
Goodwill		29,938		—		(85)			29,853
Accumulated impairment losses		(13,354)		—		—			(13,354)
Goodwill, net of impairment		$	16,584	$	—	$	(85)		$	16,499

II-71

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)


	Balance at			Acquisitions /		Foreign		Balance at
	December 31, 2020			(Dispositions)		Currency		December 31, 2021
TV Media:
Goodwill		$	24,618	$	16	$	(44)		$	24,590
Accumulated impairment losses		(13,354)		—		—			(13,354)
Goodwill, net of impairment		11,264		16		(44)			11,236
Direct-to-Consumer:
Goodwill		2,728		—		—			2,728
Accumulated impairment losses		—		—		—			—
Goodwill, net of impairment		2,728		—		—			2,728
Filmed Entertainment:
Goodwill		2,620		—		—			2,620
Accumulated impairment losses		—		—		—			—
Goodwill, net of impairment		2,620		—		—			2,620
Total:
Goodwill		29,966		16		(44)			29,938
Accumulated impairment losses		(13,354)		—		—			(13,354)
Goodwill, net of impairment		$	16,612	$	16	$	(44)		$	16,584

~~For the years ended December 31, 2017 and 2016, the changes in the book value of goodwill by segment~~

Our intangible assets were as follows:

Balance at Balance at
December 31, 2016 Acquisitions Dispositions December 31, 2017
Entertainment:
Goodwill $ 9,300
$ 23
^(a)
$ —
$ 9,323

Accumulated impairment losses (6,294 ) —
—
(6,294 )
Goodwill, net of impairment 3,006
23
—
3,029

Cable Networks:
Goodwill 480
—
—
480

Accumulated impairment losses —
—
—
—

Goodwill, net of impairment 480
—
—
480

Publishing:
Goodwill 431
4
^(b)
—
435

Accumulated impairment losses —
—
—
—

Goodwill, net of impairment 431
4
—
435

Local Media:
Goodwill 8,007
—
—
8,007

Accumulated impairment losses (7,060 ) —
—
(7,060 )
Goodwill, net of impairment 947
—
—
947

Total:
Goodwill 18,218
27
—
18,245

Accumulated impairment losses (13,354 ) —
—
(13,354 )
Goodwill, net of impairment $ 4,864
$ 27
$ —
$ 4,891


			Accumulated
At December 31, 2022	Gross		Amortization		Net
Intangible assets subject to amortization:
Trade names	$	252	$	(153)	$	99
Licenses	128		(55)		73
Customer agreements	123		(101)		22
Other intangible assets	234		(181)		53
Total intangible assets subject to amortization	737		(490)		247
FCC licenses	2,389		—		2,389
International broadcast licenses	24		—		24
Other intangible assets	34		—		34
Total intangible assets	$	3,184	$	(490)	$	2,694

II-72

Balance at Balance at
December 31, 2015 Acquisitions Dispositions December 31, 2016
Entertainment:
Goodwill $ 9,250
$ 52
^(c)
$ (2 )
^(d)
$ 9,300

Accumulated impairment losses (6,294 ) —
—
(6,294 )
Goodwill, net of impairment 2,956
52
(2 ) 3,006

Cable Networks:
Goodwill 480
—
—
480

Accumulated impairment losses —
—
—
—

Goodwill, net of impairment 480
—
—
480

Publishing:
Goodwill 406
25
^(b)
—
431

Accumulated impairment losses —
—
—
—

Goodwill, net of impairment 406
25
—
431

Local Media:
Goodwill 8,007
—
—
8,007

Accumulated impairment losses (7,060 ) —
—
(7,060 )
Goodwill, net of impairment 947
—
—
947

Total:
Goodwill 18,143
77
(2 ) 18,218

Accumulated impairment losses (13,354 ) —
—
(13,354 )
Goodwill, net of impairment $ 4,789
$ 77
$ (2 ) $ 4,864

~~(a) Amount reflects the acquisitions of a television production business and a digital sports publishing business.~~

~~(b) Amounts relate to the acquisition of a publishing business in the fourth quarter of 2016.~~

~~(c) Amount reflects the acquisition of a sports-focused digital media business.~~

~~(d) Amount reflects the disposition of internet businesses in China.~~

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

~~The Company’s intangible assets were as follows:~~

Accumulated
At December 31, 2017 Gross Amortization Net
Intangible assets subject to amortization: 190

Trade names $ 190
$ (51 ) $ 139
Other intangible assets 134
(101 ) 33
Total intangible assets subject to amortization 324
(152 ) 172
FCC licenses 2,441
—
2,441
International broadcast licenses ^(a)
53
—
53
Total intangible assets $ 2,818
$ (152 ) $ 2,666

~~(a) Reflects broadcast licenses of Network Ten, which was acquired during the fourth quarter of 2017.~~


											Accumulated
			Accumulated
At December 31, 2016	Gross		Amortization			Net
At December 31, 2021								At December 31, 2021	Gross		Amortization		Net
Intangible assets subject to amortization:								Intangible assets subject to amortization:
Trade names	$	188	$	(41	)	$	147	Trade names	$	257	$	(140)	$	117
Licenses								Licenses	140		(53)		87
Customer agreements								Customer agreements	124		(98)		26
Other intangible assets	147		(107		)	40		Other intangible assets	237		(170)		67
Total intangible assets subject to amortization	335		(148		)	187		Total intangible assets subject to amortization	758		(461)		297
FCC licenses	2,446		—			2,446		FCC licenses	2,416		—		2,416
International broadcast licenses								International broadcast licenses	25		—		25
Other intangible assets								Other intangible assets	34		—		34
Total intangible assets	$	2,781	$	(148	)	$	2,633	Total intangible assets	$	3,233	$	(461)	$	2,772

Amortization expense was as follows:


Year Ended December 31,	2022			2021			2020
Amortization expense (a)		$	68		$	46		$	85

Year Ended December 31, 2017 2016 2015
Amortization expense $ 20
$ 20
$ 23

(a) For 2022 and 2020, amortization expense includes impairment charges of $27 million and $25 million, respectively, to write down the carrying value of FCC licenses, which were recorded within the TV Media segment.

~~The Company expects its~~

We expect our aggregate annual amortization expense for existing intangible assets subject to amortization for each of the years, ~~2018~~2023 through ~~2022,~~2027, to be as follows:


	2023			2024			2025			2026			2027
Future amortization expense		$	38		$	29		$	25		$	24		$	23

7) RESTRUCTURING AND OTHER CORPORATE MATTERS

2018 2019 2020 2021 2022
Future amortization expense $ 19
$ 18
$ 15
$ 13
$ 12

During the years ended December 31, 2022, 2021 and 2020, we recorded the following costs associated with restructuring and other corporate matters.


Year Ended December 31,	2022		2021		2020
Severance (a)	$	260	$	65	$	472
Lease impairments and other exit costs	68		35		70
Restructuring charges	328		100		542
Merger-related costs	—		—		56
Other corporate matters	257		—		20
Restructuring and other corporate matters	$	585	$	100	$	618

~~4) DISCONTINUED OPERATIONS~~(a) Severance costs include the accelerated vesting of stock-based compensation.

~~On February 2, 2017,~~

Restructuring Charges

Since the ~~Company entered into an agreement with Entercom~~Merger, we have implemented a series of initiatives designed to ~~combine the Company’s radio business, CBS Radio, with Entercom~~integrate and transform our operations, including changes in ~~a merger effected through a Reverse Morris Trust transaction,~~our management structure, some of which ~~was tax-free~~resulted in changes to ~~CBS Corp.~~our operating segments (see Note 1). These initiatives led to restructuring actions, and ~~its stockholders. Beginning in the fourth quarter of 2016, CBS Radio has been presented~~ as a ~~discontinued operation~~result, we recorded restructuring charges of $260 million, $65 million, and $472 million during the years ended December 31, 2022, 2021 and 2020, respectively, for severance associated with the elimination of positions and changes in management. In 2022, the ~~consolidated financial statements for all periods presented.~~

II-73

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

~~During the fourth quarter of 2017, upon closing of the transaction, the Company recorded a net loss of $105 million calculated as follows:~~

Fair value of CBS Corp. Class B Common Stock accepted

(17,854,689 shares at $56.40 per share on November 16, 2017) $ 1,007
Carrying value of CBS Radio ^(a)
(1,112 )
Net loss on split-off of CBS Radio $ (105 )

~~(a) Net of a market value adjustment of $980 million recorded prior~~rise to the ~~split-off.~~

~~The split-off was a tax-free transaction~~restructuring charges are primarily associated with our segment realignment, our plan to integrate Showtime into Paramount+ across both streaming and ~~therefore, there is no tax impact on~~linear platforms, and restructuring of our international operations. In addition, since the ~~loss.~~

Merger we have been consolidating our real estate portfolio to reduce our real estate footprint and create cost synergies. In connection with ~~the Company’s plan to dispose~~this consolidation, we identified lease assets that we determined we would not use and instead sublease or terminate early, which resulted in lease impairment charges of ~~CBS Radio, in October 2016, CBS Radio borrowed $1.46 billion through a $1.06 billion senior secured term loan due 2023~~$68 million, $35 million, and ~~the issuance of $400~~$42 million ~~of 7.25% senior unsecured notes due 2024 through a private placement.~~

~~The following tables set forth details of net earnings (loss) from discontinued operations~~ for the years ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015.~~2020, respectively. For the lease assets that we plan to sublease, the impairment charges were the result of a decline in market conditions since the inception of these leases and reflect the difference between the estimated fair values, which were determined based on the expected discounted future cash flows of the lease assets, and the carrying values. For the year ended December 31, 2020, we also recorded other exit costs of $28 million resulting from the termination of contractual obligations.

Year Ended December 31, 2017 CBS Radio Other Total
Revenues $ 1,018

$ —
$ 1,018
Costs and expenses:
Operating 364

—
364
Selling, general and administrative 446

(1 ) 445
Market value adjustment 980
^(a)
—
980
Restructuring charges 7
^(b)

—
7
Total costs and expenses 1,797
(1 ) 1,796
Operating income (loss) (779 ) 1
(778 )
Interest expense (70 )
—
(70 )
Earnings (loss) from discontinued operations (849 ) 1
(848 )
Income tax benefit (provision) (55 )
45
^(c)
(10 )
Earnings (loss) from discontinued operations, net of tax (904 ) 46
(858 )
Net gain (loss) on disposal (109 ) 13
(96 )
Income tax benefit (provision) 4
(2 ) 2
Net gain (loss) on disposal, net of tax (105 ) 11
^(d)
(94 )
Net earnings (loss) from discontinued operations, net of tax $ (1,009 ) $ 57
$ (952 )
The following is a rollforward of our restructuring liability, which is recorded in “Other current liabilities” and “Other liabilities” on the Consolidated Balance Sheets. The majority of the restructuring liability at December 31, 2022, which primarily relates to severance payments, is expected to be paid by the end of 2023.


				2022 Activity
	Balance at December 31, 2021			Charges (a)		Payments			Balance at December 31, 2022
TV Media		$	122	$	221		$	(92)		$	251
Direct-to-Consumer		—		8			—			8
Filmed Entertainment		34		17			(22)			29
Corporate		34		—			(20)			14
Total		$	190	$	246		$	(134)		$	302


				2021 Activity
	Balance at December 31, 2020			Charges (a)		Payments			Balance at December 31, 2021
TV Media		$	256	$	21		$	(155)		$	122

Filmed Entertainment		30		23			(19)			34
Corporate		86		1			(53)			34
Total		$	372	$	45		$	(227)		$	190

(a) ~~During 2017, prior~~For the years ended December 31, 2022 and 2021, excludes stock-based compensation expense of $14 million and $20 million, respectively, and lease asset impairments of $68 million and $35 million, respectively.

Other Corporate Matters

In 2022, in addition to the ~~split-off, CBS Radio was measured each reporting period, beginning~~above-mentioned restructuring charges, we recorded charges for other corporate matters of $257 million, consisting of $211 million associated with litigation described under Legal Matters—Stockholder Matters in Note 20 and $46 million recorded following Russia’s invasion of Ukraine in the first quarter of ~~2017, at~~2022, principally to reserve against amounts due from counterparties in Russia, Belarus and Ukraine.

In 2020, in addition to the ~~lower~~above-mentioned restructuring charges, we incurred costs of $56 million in connection with the Merger, consisting of professional fees mainly associated with integration activities, as well as transaction-related bonuses. We also incurred costs of $5 million for professional fees associated with dispositions and other corporate matters, and we recorded a charge of $15 million to write down property and equipment, which was classified as held for sale in 2020, to its ~~carrying amount or~~ fair value less ~~cost~~costs to sell. The value of the transaction with Entercom was determined based on Entercom’s stock price at the closing of the transaction and therefore, the carrying value of CBS Radio was measured at the value indicated by the stock valuation of Entercom. As a result, the Company recorded a market value adjustment of $980 million during the nine months ended September 30, 2017 to adjust the carrying value of CBS Radio as follows:

II-74

First Quarter 2017 $ (715 )
Second Quarter 2017 (365 )
Third Quarter 2017 100
$ (980 )

~~(b) Reflects restructuring charges associated with the reorganization of certain business operations, including severance costs and costs associated with exiting contractual obligations.~~

~~(c) Reflects a tax benefit from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business that was accounted for as a discontinued operation.~~

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

8) RELATED PARTIES

National Amusements, Inc.

Year Ended December 31, 2016 CBS Radio
Other ^(b)
Total
Revenues $ 1,220

$ —
$ 1,220
Costs and expenses:
Operating 397

—
397
Selling, general and administrative 497

—
497
Depreciation and amortization 26

—
26
Restructuring charges 8
^(a)
—
8
Impairment charge 444

—
444
Total costs and expenses 1,372
—
1,372
Operating loss (152 ) —
(152 )
Interest expense (17 )
—
(17 )
Other income 2

—
2
Loss from discontinued operations (167 ) —
(167 )
Income tax provision (88 )
(36 ) (124 )
Net loss from discontinued operations, net of tax $ (255 ) $ (36 ) $ (291 )
National Amusements, Inc. (“NAI”) is the controlling stockholder of the Company. At December 31, 2022, NAI directly or indirectly owned approximately 77.4% of our voting Class A Common Stock and approximately 9.8% of our Class A Common Stock and non-voting Class B Common Stock on a combined basis. NAI is controlled by the Sumner M. Redstone National Amusements Part B General Trust (the “General Trust”), which owns 80% of the voting interest of NAI and acts by majority vote of seven voting trustees (subject to certain exceptions), including with respect to the NAI shares held by the General Trust. Shari E. Redstone, Chairperson, CEO and President of NAI and non-executive Chair of our Board of Directors, is one of the seven voting trustees for the General Trust and is one of two voting trustees who are beneficiaries of the General Trust. No member of our management or other member of our Board of Directors is a trustee of the General Trust.

Other Related Parties

In the ordinary course of business, we are involved in transactions with our equity-method investees, primarily for the licensing of television and film programming. The following tables present the amounts recorded in our consolidated financial statements related to these transactions.


Year Ended December 31,	2022 (a)		2021		2020
Revenues	$	358	$	237	$	106
Operating expenses	$	24	$	21	$	13


At December 31,	2022 (a)		2021

Accounts receivable	$	198	$	50

(a) ~~Reflects restructuring charges associated with the reorganization of certain business operations, including severance costs and costs associated with exiting contractual obligations.~~

~~(b) Reflects a charge from the resolution of a tax matter in a foreign jurisdiction relating to a previously disposed business that was accounted~~Revenues for ~~as a discontinued operation.~~

Year Ended December 31, 2015 CBS Radio
Other ^(b)
Total
Revenues $ 1,223
$ —
$ 1,223
Costs and expenses:
Operating 415
—
415
Selling, general and administrative 500
—
500
Depreciation and amortization 29
—
29
Restructuring charges 36
^(a)
—
36
Impairment charge 484
—
484
Total costs and expenses 1,464
—
1,464
Operating loss (241 ) —
(241 )
Other income 1

—
1
Loss from discontinued operations (240 ) —
(240 )
Income tax benefit 89
—
89
Loss from discontinued operations, net of tax (151 ) —
(151 )
Net gain on disposal —
17
17
Income tax provision —
(7 ) (7 )
Net gain on disposal, net of tax —
10
10
Net earnings (loss) from discontinued operations, net of tax $ (151 ) $ 10
$ (141 )

~~(a) Reflects restructuring charges associated with the reorganization of certain business operations, including severance costs and costs associated with exiting contractual obligations.~~

~~(b) Reflects a decrease to the guarantee liability associated with the 2013 disposal of Outdoor Europe.~~

~~During~~ the year ended December 31, 2016, the Company recorded a pretax noncash impairment charge of $444 million ($427 million, net of tax) to reduce the carrying value of CBS Radio’s goodwill by $408 million ($405 million, net of tax)2022 and ~~FCC licenses in 11 radio markets by $36 million ($22 million, net of tax).~~

~~During the year ended~~accounts receivable at December 31, ~~2015,~~2022 include amounts related to SkyShowtime.

Through the ~~Company recorded a pretax noncash impairment charge~~normal course of ~~$484 million ($297 million, net~~business, we are involved in other transactions with related parties that have not been material in any of ~~tax) to reduce~~ the ~~carrying value~~periods presented.

9) REVENUES

The table below presents our revenues disaggregated into categories based on the nature of ~~radio FCC licenses in~~ 18 ~~markets to their fair value.~~such revenues. See Note 19 for revenues by segment disaggregated into these categories.


Year Ended December 31,	2022		2021		2020
Revenues by Type:
Advertising	$	10,890	$	11,412	$	9,751
Affiliate and subscription	11,551		10,442		9,166
Theatrical	1,223		241		180
Licensing and other	6,490		6,491		6,188
Total Revenues	$	30,154	$	28,586	$	25,285

II-75

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Receivables

~~The following table presents~~Included in “Other assets” on the ~~major classes~~Consolidated Balance Sheets are noncurrent receivables of ~~assets~~$1.61 billion and ~~liabilities~~$1.84 billion atDecember 31, 2022 and 2021, respectively. Noncurrent receivables primarily relate to revenues recognized under long-term content licensing arrangements. Revenues from the licensing of content are recognized at the beginning of the ~~Company’s discontinued operations.~~license period in which programs are made available to the licensee for exhibition, while the related cash is generally collected over the term of the license period.

At December 31,
2017 ^(a)
2016
Receivables, net $ —
$ 244
Other current assets 1
61
Goodwill —
1,285
Intangible assets —
2,832
Net property and equipment —
145
Other assets 12
29
Total Assets $ 13
$ 4,596
Current portion of long-term debt $ —
$ 10
Other current liabilities 32
145
Long-term debt —
1,335
Deferred income tax liabilities —
998
Other liabilities 42
118
Total Liabilities $ 74
$ 2,606

~~(a) Assets and liabilities~~Our receivables do not represent significant concentrations of ~~discontinued operations~~credit risk at December 31, ~~2017 primarily reflect deferred income taxes, accruals for transaction costs~~2022 or 2021, due to the wide variety of customers, markets and ~~other~~geographic areas to which our products and services are sold.

Contract Liabilities

Contract liabilities ~~related to previously disposed businesses.~~

~~The following table presents CBS Radio’s long-term debt~~are included within “Deferred revenues” and “Other liabilities” on the Consolidated Balance Sheets and were $1.06 billion, $1.20 billion and $1.12 billion at December 31, ~~2016.~~

Term Loan due October 2023, net of discount $ 955

7.250% Senior Notes due November 2024 400

Revolving Credit Facility 10

Deferred financing costs (20 )
Total long-term debt, including current portion $ 1,345

5) ~~RESTRUCTURING AND MERGER AND ACQUISITION-RELATED COSTS~~

~~During~~2022, 2021 and 2020, respectively. We recognized revenues of $0.9 billion for each of the years ended December 31, 2022 and 2021 and $0.6 billion for the year ended December 31, ~~2017,~~2020 that were included in ~~a continued effort to reduce its cost structure,~~ the ~~Company initiated restructuring plans across several~~opening balance of ~~its businesses, primarily~~deferred revenues for the ~~reorganization~~respective year.

Unrecognized Revenues Under Contract

At December 31, 2022, unrecognized revenues attributable to unsatisfied performance obligations under our long-term contracts were approximately $9 billion, of which $4 billion is expected to be recognized in 2023, $2 billion in 2024, $1 billion in 2025, and $2 billion thereafter. These amounts only include contracts subject to a guaranteed fixed amount or the guaranteed minimum under variable contracts, primarily consisting of television and film licensing contracts and affiliate agreements that are subject to a fixed or guaranteed minimum fee. Such amounts change on a regular basis as we renew existing agreements or enter into new agreements. Unrecognized revenues under contracts disclosed above do not include (i) contracts with an original expected term of one year or less, mainly consisting of advertising contracts (ii) contracts for which variable consideration is determined based on the customer’s subsequent sale or usage, mainly consisting of affiliate agreements and (iii) long-term licensing agreements for multiple programs for which variable consideration is determined based on the value of the programs delivered to the customer and our right to invoice corresponds with the value delivered.

Performance Obligations Satisfied in Previous Periods

Under certain ~~business operations.~~licensing arrangements, the amount and timing of our revenue recognition is determined based on our licensees’ subsequent sale to its end customers. As a result, under such arrangements, we often satisfy our performance obligation of delivery of our content in advance of revenue recognition. We recognized revenues of $0.4 billion for each of the Company recorded restructuring charges of $63 million, reflecting $54 million of severance costs and $9 million of costs associated with exiting contractual obligations and other related costs. During the yearyears ended December 31, ~~2016,~~2022, 2021 and 2020, from arrangements for the ~~Company recorded restructuring charges~~licensing of ~~$30 million, reflecting $19 million~~our content, including from distributors of ~~severance costs~~transactional video-on-demand and ~~$11 million of costs associated with exiting contractual obligations~~electronic sell-through services and other ~~related costs. During~~licensing arrangement, as well as from the ~~year ended December 31, 2015, the Company recorded restructuring charges~~theatrical distribution of $45 million, reflecting $24 million of severance costs and $21 million of costs associated with exiting contractual obligations and other related costs. As of December 31, 2017, the cumulative settlementsour films, for ~~the 2017, 2016, and 2015 restructuring charges were $68 million, of~~ which ~~$45 million~~our performance obligation was for severance costs and $23 million related to costs associated with exiting contractual obligations and other related costs. The Company expects to substantially utilize its restructuring reserves by the end of 2018.satisfied in a prior period.

II-76

Balance at 2017 2017 Balance at
December 31, 2016 Charges Settlements December 31, 2017
Entertainment $ 20
$ 44

$ (18 ) $ 46

Cable Networks 4
—
(3 ) 1

Publishing 1
5
(3 ) 3

Local Media 12
12

(7 ) 17

Corporate 2
2

(1 ) 3

Total $ 39
$ 63
$ (32 ) $ 70

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

10) DEBT

Our debt consists of the following:


At December 31,	2022		2021

7.875% Debentures due 2023	$	139	$	139
7.125% Senior Notes due 2023	35		35
3.875% Senior Notes due 2024	—		490
3.70% Senior Notes due 2024	—		599
3.50% Senior Notes due 2025	—		597
4.75% Senior Notes due 2025	552		1,242
4.0% Senior Notes due 2026	795		793
3.45% Senior Notes due 2026	124		123
2.90% Senior Notes due 2027	694		692
3.375% Senior Notes due 2028	496		496
3.70% Senior Notes due 2028	494		493
4.20% Senior Notes due 2029	495		494
7.875% Senior Debentures due 2030	830		830
4.95% Senior Notes due 2031	1,226		1,223
4.20% Senior Notes due 2032	975		972
5.50% Senior Debentures due 2033	427		427
4.85% Senior Debentures due 2034	87		87
6.875% Senior Debentures due 2036	1,071		1,070
6.75% Senior Debentures due 2037	75		75
5.90% Senior Notes due 2040	298		298
4.50% Senior Debentures due 2042	45		45
4.85% Senior Notes due 2042	488		488
4.375% Senior Debentures due 2043	1,130		1,123
4.875% Senior Debentures due 2043	18		18
5.85% Senior Debentures due 2043	1,233		1,233
5.25% Senior Debentures due 2044	345		345
4.90% Senior Notes due 2044	541		540
4.60% Senior Notes due 2045	590		590
4.95% Senior Notes due 2050	946		944
5.875% Junior Subordinated Debentures due 2057	—		514
6.25% Junior Subordinated Debentures due 2057	643		643
6.375% Junior Subordinated Debentures due 2062	989		—
Other bank borrowings	55		35
Obligations under finance leases	10		16
Total debt (a)	15,846		17,709

Less current portion of long-term debt	239		11
Total long-term debt, net of current portion	$	15,607	$	17,698

~~In 2016, the Company incurred professional fees of $8 million associated with merger and acquisition-related activities.~~

~~6) PROGRAMMING AND OTHER INVENTORY~~

At December 31, 2017 2016
Acquired program rights $ 2,234
$ 1,773
Acquired television library 99
—
Internally produced programming:
Released 1,780
1,746
In process and other 543
298
Publishing, primarily finished goods 53
49
Total programming and other inventory 4,709
3,866
Less current portion 1,828
1,427
Total noncurrent programming and other inventory $ 2,881
$ 2,439

~~The Company expects to amortize approximately $725 million of its released internally produced programming during~~During the year ended December 31, ~~2018. In addition, while it is difficult~~2022, we redeemed senior notes totaling $2.39 billion, prior to ~~determine~~maturity, for an aggregate redemption price of $2.49 billion and redeemed, at par, our $520 million of 5.875% junior subordinated debentures due February 2057. These redemptions resulted in a total pre-tax loss on extinguishment of debt of $120 million.

During the ~~precise timing~~year ended December 31, 2022, we issued $1.00 billion of 6.375% junior subordinated debentures due 2062. The interest rate on these debentures will reset on March 30, 2027, and every five years thereafter to a fixed rate equal to the 5-year Treasury Rate (as defined pursuant to the terms of the ~~amortization~~debentures) plus a spread of ~~the remaining released internally produced programming, the Company estimates that substantially all of the December 31, 2017 balance will be amortized over the next three years.~~

~~7) RELATED PARTIES~~

~~National Amusements, Inc.~~ National Amusements, Inc. (“NAI”) is the controlling stockholder of CBS Corp. and Viacom Inc. Mr. Sumner M. Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of NAI, is the Chairman Emeritus of CBS Corp. and the Chairman Emeritus of Viacom Inc. In addition, Ms. Shari Redstone, Mr. Sumner M. Redstone’s daughter, is the president and a director of NAI and the vice chair of the Board of Directors of each of CBS Corp. and Viacom Inc. Mr. David R. Andelman is a director of CBS Corp. and serves as a director of NAI. At December 31, 2017, NAI directly or indirectly owned approximately 79.5% of CBS Corp.’s voting Class A Common Stock and owned approximately 10.2% of CBS Corp.’s Class A Common Stock and non-voting Class B Common Stock on a combined basis. NAI is controlled by Mr. Redstone through the Sumner M. Redstone National Amusements Trust (the “SMR Trust”), which owns 80% of the voting interest of NAI, and such voting interest of NAI held by the SMR Trust is voted solely by Mr. Redstone until his incapacity or death. The SMR Trust provides that in the event of Mr. Redstone’s death or incapacity, voting control of the NAI voting interest held by the SMR Trust will pass to seven trustees, who will include CBS Corporation directors Ms. Shari Redstone and Mr. David R. Andelman. No member of the Company’s management is a trustee of the SMR Trust.

~~Viacom Inc.~~ On February 1, 2018, the Company announced that its Board of Directors established a special committee of independent directors to evaluate a potential combination with Viacom Inc. There can be no assurance that this process will result in a transaction or on what terms any transaction may occur.

3.999%

II-77

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

from March 30, 2027, 4.249% from March 30, 2032 and 4.999% from March 30, 2047. These debentures can be called by us at par plus a make whole premium any time before March 30, 2027, or at par on March 30, 2027 or on any interest payment date thereafter.

As part of its normal course of business, the Company licenses its television content, leases production facilities and sells advertising spots to various subsidiaries of Viacom Inc. Viacom Inc. also distributes certain of the Company’s television programs in the home entertainment market. The Company’s total revenues from these transactions were $145 million, $120 million and $176 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The Company leases production facilities, licenses feature films and purchases advertising spots from various subsidiaries of Viacom Inc. The total amounts for these transactions were $21 million, $24 million and $25 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The following table presents the amounts due from Viacom Inc. in the normal course of business as reflected on the Company’s Consolidated Balance Sheets. Amounts due to Viacom Inc. were minimal at December 31, 2017 and 2016.

At December 31, 2017 2016
Receivables $ 93
$ 113
Other assets (Receivables, noncurrent) 11
35
Total amounts due from Viacom Inc. $ 104
$ 148

~~Other Related Parties~~ The Company has equity interests in two domestic television networks and several international joint ventures for television channels, from which the Company earns revenues primarily by selling its television programming. Total revenues earned from sales to these joint ventures were $99 million, $112 million and $160 million for the years ended December 31, 2017, 2016 and 2015, respectively. Total amounts due from these joint ventures were $27 million and $47 million at December 31, 2017 and 2016, respectively.

~~The Company, through the normal course of business, is involved in transactions with other related parties that have not been material in any of the periods presented.~~

~~8) INVESTMENTS~~

The Company accounts for investments over which it has significant influence or ownership of more than 20% but less than or equal to 50%, without a controlling interest, under the equity method. Such investments include the Company’s 50% interests in the broadcast network, The CW, and the entertainment cable network, Pop. In addition, the Company has interests in several international television joint ventures including a 49% interest in a joint venture with a subsidiary of AMC Networks Inc., which owns and operates channels in the United Kingdom and Ireland, including CBS branded channels; and a 30% interest in a joint venture with another subsidiary of AMC Networks Inc., which owns and operates cable and satellite channels in Europe, the Middle East and Africa.

~~At December 31, 2017 and 2016, respectively, the Company had $283 million and $227 million of equity investments that are included in “Other assets” on the Consolidated Balance Sheets.~~

Investments of 20% or less, over which the Company has no significant influence, that do not have a readily determinable fair value are accounted for under the cost method. At December 31, 2017 and 2016, respectively, the Company had $24 million and $34 million of cost investments that are included in “Other assets” on the Consolidated Balance Sheets.

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~The Company invested $110 million~~, ~~$81 million and $98 million into its equity and cost investments during the years ended December 31, 2017, 2016 and 2015, respectively.~~

For 2017, other items, net on the statement of operations included $13 million for the write-down of cost investments to their fair value. For 2016, equity in loss of investee companies, net of tax on the statement of operations included $10 million for the write-down of an international television joint venture to its fair value.

~~9) BANK FINANCING AND DEBT~~

~~The Company~~’~~s debt consists of the following~~ ^(a):

At December 31, 2017 2016
Commercial paper $ 679
$ 450
1.95% Senior Notes due 2017 —
399
4.625% Senior Notes due 2018 —
305
2.30% Senior Notes due 2019 604
606
5.75% Senior Notes due 2020 —
499
4.30% Senior Notes due 2021 299
299
3.375% Senior Notes due 2022 696
695
2.50% Senior Notes due 2023 396
—
2.90% Senior Notes due 2023 395
—
7.875% Debentures due 2023 187
187
7.125% Senior Notes due 2023 ^(b)
46
46
3.70% Senior Notes due 2024 597
596
3.50% Senior Notes due 2025 589
587
4.00% Senior Notes due 2026 785
783
2.90% Senior Notes due 2027 684
683
3.375% Senior Notes due 2028 493
—
3.70% Senior Notes due 2028 489
—
7.875% Senior Debentures due 2030 832
833
5.50% Senior Debentures due 2033 425
425
5.90% Senior Notes due 2040 297
297
4.85% Senior Notes due 2042 485
485
4.90% Senior Notes due 2044 539
538
4.60% Senior Notes due 2045 588
587
Obligations under capital leases 57
75
Total debt ^(c)
10,162
9,375
Less commercial paper 679
450
Less current portion 19
23
Total long-term debt, net of current portion $ 9,464
$ 8,902

~~(a) Unless otherwise noted, the long-term debt instruments are issuances of CBS Corp. and are guaranteed by CBS Operations Inc.~~

~~(b) Debt instrument is an issuance of CBS Broadcasting Inc., a wholly owned subsidiary of CBS Corp., and has no guarantor.~~

(c) At December 31, 2017 and 2016, the senior debt balances included (i) a net unamortized discount of $65 million and $52 million, respectively, (ii) unamortized deferred financing costs of $47 million and $43 million, respectively, and (iii) a $3 million decrease and a $5 million increase, respectively, in the carrying value of the debt relating to previously settled fair value hedges. The face value of the Company’s total debt was $10.28 billion at December 31, 2017 and $9.47 billion at December 31, 2016.

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~For~~During the year ended December 31, ~~2017, debt issuances, redemptions and repayments were as follows:~~

~~Debt Issuances~~

~~November 2017, $400 million 2.90%~~2021, we redeemed senior notes ~~due 2023~~totaling $1.99 billion, prior to maturity, for an aggregate redemption price of $2.11 billion resulting in a pre-tax loss on extinguishment of debt of $128 million.

~~November 2017, $500 million 3.70% senior notes due 2028~~

~~July 2017, $400 million 2.50% senior notes due 2023~~

~~July 2017, $500 million 3.375% senior notes due 2028~~

~~Debt Redemptions~~

~~November 2017, $500 million 5.750% senior notes due~~During the year ended December 31, 2020,

~~July 2017, $300 million 4.625% senior notes due 2018~~

~~Debt Repayments~~

~~July 2017, $400 million 1.950% senior notes due 2017, upon maturity~~

~~The Company used the net proceeds from the 2017 issuances for the redemption and repayment of $1.20~~ we issued $4.50 billion of senior notes and redeemed long-term debt totaling $2.77 billion, prior to maturity, for ~~general corporate purposes, including discretionary contributions to the Company’s qualified pension plans and the repayment~~an aggregate redemption price of ~~short-term borrowings, including commercial paper.~~

~~The early redemption of the $500 million 5.750% senior notes due April 2020 and the $300 million 4.625% senior notes due May 2018 resulted~~$2.88 billion resulting in a pre-tax loss on ~~early~~ extinguishment of debt of ~~$49 million ($31 million, net~~$126 million.

Our 6.25% junior subordinated debentures due February 2057 accrue interest at the stated fixed rate until February 28, 2027, on which date the rate will switch to a floating rate. Under the terms of ~~tax) for~~ the ~~year ended December 31, 2017.~~debentures the floating rate is based on three-month LIBOR plus 3.899%, reset quarterly, however, with the phasing out of LIBOR and the passage of the Adjustable Interest Rate (LIBOR) Act, signed into law on March 15, 2022, it is expected that the 6.25% junior subordinated debentures due 2057 will, upon switching to a floating rate, bear interest at a replacement rate based on three-month CME Term Secured Overnight Financing Rate (SOFR). These debentures can be called by us at par at any time after the expiration of the fixed-rate period.

~~During July 2016, the Company issued $700 million of 2.90%~~The interest rate payable on our 3.45% senior notes due ~~2027~~October 2026, will be subject to adjustment from time to time if Moody’s Investor Services, Inc. or S&P Global Ratings downgrades (or downgrades and ~~used~~subsequently upgrades) the ~~net proceeds~~credit rating assigned to these senior notes. The interest rate on these senior notes would increase by 0.25% upon each credit agency downgrade, up to a maximum of 2.00%, and would similarly be decreased for ~~general corporate purposes, including~~subsequent upgrades. At December 31, 2022, the ~~repurchase~~outstanding principal amount of ~~CBS Corp. Class B Common Stock~~these senior notes was $124 million.

Some of our outstanding notes and debentures provide for certain covenant packages typical for an investment grade company. There is an acceleration trigger for the ~~repayment~~majority of ~~short-term borrowings, including commercial paper. During January 2016,~~ the ~~Company repaid its $200 million~~notes and debentures in the event of ~~outstanding 7.625% senior debentures upon maturity.~~a change in control under specified circumstances coupled with ratings downgrades due to the change in control, as well as certain optional redemption provisions for our junior debentures.

At December 31, ~~2017, the Company’s~~2022, our scheduled maturities of long-term debt at face value, ~~excluding capital~~which excludes payments for the related interest and finance leases, were as follows:

2023 and
2018 2019 2020 2021 2022 Thereafter
Long-term debt $ —
$ 600
$ —
$ 300
$ 700
$ 7,940


																2028 and
	2023			2024			2025			2026			2027			Thereafter
Long-term debt		$	174		$	—		$	555		$	924		$	700	$	13,959

Commercial Paper

~~The Company~~At both December 31, 2022 and 2021, we had no outstanding commercial paper borrowings under its $2.50 billion commercial paper program of $679 million and $450 million at December 31, 2017 and 2016, respectively, each with maturities of less than 90 days. The weighted average interest rate for these borrowings was 1.88% and 0.98% at December 31, 2017 and 2016, respectively.borrowings.

Credit Facility

At December 31, ~~2017, the Company~~2022, we had a ~~$2.5~~$3.50 billion revolving credit facility with a maturity in January 2025 (the “Credit Facility”) ~~which expires in June 2021.~~. The ~~Company,~~Credit Facility is used for general corporate purposes and to support commercial paper borrowings, if any. We may, at ~~its~~our option, ~~may~~ also borrow in certain foreign currencies up to specified limits under the Credit Facility. Borrowing rates under the Credit Facility are determined at the ~~Company’s option at the~~ time of each borrowing and are generally based ~~generally~~ on either the prime rate in the U.S. or ~~LIBOR~~an applicable benchmark rate plus a margin ~~based~~(based on ~~the Company’s senior unsecured debt rating. The Company pays a facility fee based on the total amount of the commitments.~~our

II-78

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

senior unsecured debt rating), depending on the type and tenor of the loans entered. The benchmark rate for loans denominated in euros, sterling and yen is based on EURIBOR, SONIA and TIBOR rates, respectively. The Credit Facility has one principal financial covenant that requires ~~the Company to maintain a maximum~~our Consolidated Total Leverage Ratio ofto be less than 4.5x (which we may elect to increase to 5.0x for up to four consecutive quarters following a qualified acquisition) at the end of each ~~quarter as further described in the Credit Facility. At December 31, 2017, the Company’s~~quarter. The Consolidated ~~Leverage Ratio was approximately 3.1x.~~

~~The Consolidated~~Total Leverage Ratio reflects the ratio of ~~the Company’s indebtedness from continuing operations, adjusted to exclude certain capital lease obligations,~~our Consolidated Indebtedness at the end of a quarter, to ~~the Company’s~~our Consolidated EBITDA (each as defined in the amended credit agreement) for the trailing ~~four consecutive quarters.~~twelve-month period. On February 14, 2022, we amended our Credit Facility to modify the definition of the Consolidated ~~EBITDA is defined~~Total Leverage Ratio in the ~~Credit Facility~~amended credit agreement to allow unrestricted cash and cash equivalents to be netted against Consolidated Indebtedness through June 2024. We met the covenant as ~~operating income plus interest income and before depreciation, amortization and certain other noncash items.~~of December 31, 2022.

~~The Credit Facility is used for general corporate purposes.~~ At December 31, ~~2017, the Company~~2022, we had no borrowings outstanding under the Credit Facility and the remaining availability under the Credit Facility, net of outstanding letters of credit, was ~~$2.49~~$3.50 billion.

Other Bank Borrowings

~~10)~~At December 31, 2022 and 2021, we had bank borrowings under Miramax’s $300 million credit facility, which matures in April 2023, of $55 million and $35 million, respectively, with weighted average interest rates of 7.09% and 3.50%, respectively.

11) LEASES

Lessee Contracts

We have operating leases primarily for office space, equipment, satellite transponders and studio facilities. We also have finance leases for equipment, which were not material for the periods presented. Lease costs are generally fixed, with certain contracts containing variable payments for non-lease costs based on usage and escalations in the lessors’ annual costs.

At December 31, 2022 and 2021, the following amounts were recorded on the Consolidated Balance Sheets relating to our operating leases.


	2022		2021
Right-of-Use Assets
Operating lease assets	$	1,391	$	1,630

Lease Liabilities
Other current liabilities	$	292	$	325
Operating lease liabilities	1,428		1,598
Total lease liabilities	$	1,720	$	1,923


	2022		2021
Weighted average remaining lease term	7 years		8 years

Weighted average discount rate	3.6	%	3.4	%

II-79

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The following table presents our lease cost relating to our operating leases.


Year Ended December 31,	2022		2021		2020
Operating lease cost (a) (b)	$	373	$	374	$	379
Short-term lease cost (b) (c)	306		283		162
Variable lease cost (b) (d)	77		62		58
Sublease income	(12)		(20)		(24)
Total lease cost	$	744	$	699	$	575

(a) Includes fixed lease costs and non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) associated with long-term operating leases.

(b) Includes costs capitalized in programming assets during the period for leased assets used in the production of programming.

(c) Short-term leases, which are not recorded in right-of-use assets and lease liabilities on the Consolidated Balance Sheets, have a term of 12 months or less and exclude month-to-month leases.

(d) Primarily includes non-lease costs (consisting of other occupancy and service costs relating to the use of an asset) and costs for equipment leases that vary based on usage.

The following table presents supplemental cash flow information for our operating leases.


Year Ended December 31,	2022		2021		2020
Payments for amounts included in operating lease liabilities (operating cash flows)	$	394	$	399	$	385

Noncash additions to operating lease assets	$	170	$	377	$	221

The expected future payments relating to our operating lease liabilities at December 31, 2022 are as follows:


2023	$	346
2024	294
2025	266
2026	227
2027	202
2028 and thereafter	654
Total minimum payments	1,989
Less amounts representing interest	269
Present value of minimum payments	$	1,720

As of December 31, 2022, we had no material leases that were executed but not yet commenced.

Lessor Contracts

For the years ended December 31, 2022, 2021 and 2020, we recorded total lease income of $65 million, $145 million and $133 million, respectively, which relates to operating leases of our owned production facilities and office buildings. Lease payments received under these agreements consist of fixed payments for the rental of space and certain building operating costs, as well as variable payments based on usage of production facilities and services, and escalating costs of building operations. The lower lease income for 2022 compared with prior years is the result of the sales of a production facility and an office building during the fourth quarter of 2021 (see Note 2). Accordingly, our future fixed lease income is not expected to be material.

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PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

12) FINANCIAL INSTRUMENTS

The carrying value of our financial instruments approximates fair value, except for notes and ~~debentures, which are not recorded at fair value.~~debentures. At December 31, ~~2017~~2022 and ~~2016,~~2021, the carrying value of ~~the Company’s senior debt~~our outstanding notes and debentures was ~~$9.43~~$15.78 billion and ~~$8.85~~$17.66 billion, respectively, and the fair value, which is ~~estimated~~determined based on quoted ~~market~~ prices ~~for similar liabilities~~in active markets (Level ~~2) and includes accrued interest,~~1 in the fair value hierarchy) was ~~$10.16~~$13.9 billion and ~~$9.51~~$21.5 billion, respectively.

Investments

At December 31, 2022 and 2021, included in “Other assets” on the Consolidated Balance Sheets are equity-method investments of $375 million and $568 million, respectively, and equity investments without a readily determinable fair value for which we have no significant influence of $70 million and $59 million, respectively.

Our equity-method investments include a 50% interest in SkyShowtime, a joint venture formed in 2022, which launched a new subscription streaming service in certain European territories, as well as interests in several international television joint ventures including a 49% interest in Viacom18, a joint venture in India. For the years ended December 31, 2021 and 2020, “Equity in loss of investee companies, net of tax” on the Consolidated Statements of Operations included impairment charges of $34 million and $9 million, respectively, relating to television joint ventures.

During September 2022, we sold a 37.5% interest in The ~~Company uses derivative financial instruments~~CW to Nexstar Media Inc. and received a noncash distribution of $139 million, comprised of certain licensing receivables earned by The CW prior to the sale. This transaction, which reduced our ownership in The CW to 12.5%, resulted in a loss of $4 million, which principally consists of transaction costs. This loss, along with an impairment of an investment sold in the fourth quarter of 2022 of $5 million, is recorded in “Net gains (losses) from investments” on the Consolidated Statements of Operations.

For 2021, “Net gains from investments” of $47 million on the Consolidated Statement of Operations primarily includes a gain of $37 million on the sale of an investment without a readily determinable fair value and a gain of $9 million from an increase in the fair value of a marketable security, which was sold in the third quarter of 2021. For 2020, “Net gains from investments” of $206 million reflects a gain of $213 million related to ~~manage its exposure to market risks from fluctuations~~an increase in ~~foreign currency exchange rates. The Company does not use derivative instruments unless there is~~the value of our investment in fuboTV, Inc. which was sold in the fourth quarter of 2020, partially offset by an ~~underlying exposure and, therefore, the Company does not hold or enter into derivative financial instruments for speculative trading purposes.~~impairment of investments without a readily determinable fair value of $7 million.

Foreign Exchange Contracts

We use derivative financial instruments primarily to manage our exposure to market risks from fluctuations in foreign currency exchange rates. We do not use derivative instruments unless there is an underlying exposure and, therefore, we do not hold or enter into derivative financial instruments for speculative trading purposes.

Foreign exchange forward contracts have principally been used to hedge projected cash flows in currencies such as the British Pound, the Euro, the Canadian Dollar and the Australian Dollar, generally for periods up to 24 months. ~~The Company designates~~We designate foreign exchange forward contracts used to hedge committed and forecasted foreign currency transactions as cash flow hedges. Gains or losses on the effective portion of designated cash flow hedges are initially recorded in other comprehensive income and reclassified to the statement of operations when the hedged item is recognized. Additionally, ~~the Company enters~~we enter into non-designated forward contracts to hedge non-U.S. dollar denominated cash flows.

~~Gains (losses) recognized on derivative financial instruments were as follows:~~other expected foreign currency cash flows. For 2021, $1.38 billion related to

II-81

Year Ended December 31, 2017 2016 Financial Statement Account
Non-designated foreign exchange contracts $ (27 ) $ 33
Other items, net

~~The fair value of the Company’s derivative instruments was not material to the Consolidated Balance Sheets for any of the periods presented.~~

The Company continually monitors its positions with, and credit quality of, the financial institutions that are counterparties to its financial instruments. The Company is exposed to credit loss in the event of nonperformance by the counterparties to the agreements. However, the Company does not anticipate nonperformance by the counterparties.

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

future production costs and $564 million related to our foreign currency balances and other expected foreign currency cash flows.

~~The Company’s receivables~~

Gains recognized on derivative financial instruments were as follows:


Year Ended December 31,	2022			2021			Financial Statement Account
Non-designated foreign exchange contracts		$	51		$	14	Other items, net

We continually monitor our positions with, and credit quality of, the financial institutions that are counterparties to our financial instruments. We are exposed to credit loss in the event of nonperformance by the counterparties to the agreements. However, we do not ~~represent significant concentrations of credit risk at December 31, 2017 and 2016, due to~~anticipate nonperformance by the ~~wide variety of customers, markets and geographic areas to which the Company’s products and services are sold.~~counterparties.

~~11)~~13) FAIR VALUE MEASUREMENTS

The ~~following tables set forth the Company’s~~table below presents our assets and liabilities measured at fair value on a recurring basis at December 31, ~~2017~~2022 and ~~2016.~~2021. These assets and liabilities have been categorized according to the three-level fair value hierarchy established by the FASB, which prioritizes the inputs used in measuring fair value. Level 1 is based on publicly quoted prices for the asset or liability in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset or liability in inactive markets or quoted prices for similar assets or liabilities. Level 3 is based on unobservable inputs reflecting ~~the Company’s~~our own assumptions about the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2017 Level 1 Level 2 Level 3 Total
Assets:
Foreign currency hedges $ —
$ 5
$ —
$ 5
Total Assets $ —

$ 5

$ —
$ 5
Liabilities: $ —
Deferred compensation $ —
$ 363
$ —
$ 363
Foreign currency hedges —
10
—
10
Total Liabilities $ —

$ 373

$ —
$ 373

At December 31, 2016 Level 1 Level 2 Level 3 Total
Assets:
Foreign currency hedges $ —
$ 34
$ —
$ 34
Total Assets $ —
$ 34
$ —
$ 34
Liabilities: $ —
Deferred compensation $ —
$ 347
$ —
$ 347
Foreign currency hedges —
1
—
1
Total Liabilities $ —
$ 348
$ —
$ 348

All of our assets and liabilities that are measured at fair value on a recurring basis use Level 2 inputs. The fair value of foreign currency hedges is determined based on the present value of future cash flows using observable inputs including foreign currency exchange rates. The fair value of deferred compensation liabilities is determined based on the fair value of the investments elected by employees.


At December 31,	2022		2021
Assets:
Foreign currency hedges	$	39	$	23
Total Assets	$	39	$	23
Liabilities:
Deferred compensation	$	336	$	435
Foreign currency hedges	83		29
Total Liabilities	$	419	$	464

~~12)~~During the fourth quarter 2022, we recorded an impairment charge of $27 million to write down the carrying values of FCC licenses in two markets to their estimated fair values, which were determined based on the Greenfield Discounted Cash Flow Method (Level 3). See Note 6.

14) VARIABLE INTEREST ENTITIES

In the normal course of business, we enter into joint ventures or make investments with business partners that support our underlying business strategy and provide us the ability to enter new markets to expand the reach of our brands, develop new programming and/or distribute our existing content. In certain instances, an entity in which we make an investment may qualify as a VIE. In determining whether we are the primary beneficiary of a VIE, we assess whether we have the power to direct matters that most significantly impact the activities of the VIE, and have the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

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PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The following tables present the amounts recorded in our consolidated financial statements related to our consolidated VIEs.


At December 31,	2022		2021
Total assets	$	1,961	$	1,578

Total liabilities	$	328	$	184


Year Ended December 31,	2022		2021		2020 (a)
Revenues	$	524	$	576	$	705

Operating income (loss)	$	(56)	$	43	$	498

(a) The revenue and operating income include the licensing of the streaming rights to South Park by a consolidated 51%-owned VIE in 2020.

15) STOCKHOLDERS’ EQUITY

In general, ~~CBS Corp.~~the Company’s Class A Common Stock and ~~CBS Corp.~~ Class B Common Stock have the same economic rights; however, holders of ~~CBS Corp.~~the Company’s Class B Common Stock do not have any voting rights, except as required by law. Holders of ~~CBS Corp.~~the Company’s Class A Common Stock are entitled to one vote per share with respect to all matters on which the holders of ~~CBS Corp.~~the Company’s Common Stock are entitled to vote.

~~Dividends—The Company declared a quarterly cash dividend on its Class A and~~Stock Offerings

On March 26, 2021, we completed offerings of 20 million shares of our Class B Common Stock ~~during each~~at a price to the public of ~~the four quarters of 2017, 2016, and 2015. For the years ended December 31, 2017, 2016 and 2015, the Company declared total~~$85 per share ~~dividends of $.72, $.66,~~ and $.60, respectively, resulting in total annual dividends of $289 million, $294 million and $293 million, respectively. Dividends have been recorded as a reduction to additional paid-in capital as the Company has an accumulated deficit balance.

~~Purchase of Company Stock—During 2017, the Company repurchased 16.2~~10 million shares of ~~CBS Corp.~~5.75% Series A Mandatory Convertible Preferred Stock at a price to the public and liquidation preference of $100 per share. The net proceeds from the Class B Common Stock ~~under its~~offering and the Mandatory Convertible Preferred Stock offering were approximately $1.67 billion and $983 million, respectively, in each case after deducting underwriting discounts, commissions and estimated offering expenses. As of December 31, 2022, the Mandatory Convertible Preferred Stock had an aggregate liquidation preference of $1 billion.

Mandatory Convertible Preferred Stock

Unless earlier converted, each share ~~repurchase program~~of Mandatory Convertible Preferred Stock will automatically and mandatorily convert on the mandatory conversion date, expected to be April 1, 2024, into between 1.0013 and 1.1765 shares of our Class B Common Stock, subject to customary antidilution adjustments. The number of shares of Class B Common Stock issuable upon conversion will be determined based on the average of the volume-weighted average price per share of our Class B Common Stock over the 20 consecutive trading day period commencing on, and including, the 21st scheduled trading day immediately preceding April 1, 2024. Holders of the Mandatory Convertible Preferred Stock (“Holders”) have the right to convert all or any portion of their shares of Mandatory Convertible Preferred Stock at any time prior to April 1, 2024 at the minimum conversion rate of 1.0013 shares of our Class B Common Stock. In addition, the conversion rate applicable to such an early conversion may, in certain circumstances, be increased to compensate Holders for ~~$1.05 billion,~~certain unpaid accumulated dividends. However, if a fundamental change (as defined in the Certificate of Designations governing the Mandatory Convertible Preferred Stock) occurs on or prior to April 1, 2024, then Holders will, in certain circumstances, be entitled to convert all or a portion of their shares of Mandatory Convertible Preferred Stock at an ~~average cost~~increased conversion rate for a specified period of ~~$64.70 per share. At December 31, 2017, $3.06 billion~~time and receive an amount to compensate them for unpaid accumulated dividends and any remaining future scheduled dividend payments. In 2022, conversions of ~~authorization remained under the share repurchase program.~~Mandatory Convertible Preferred Stock into Class B Common Stock were minimal.

II-83

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

~~Also during 2017, the Company completed the split-off of CBS Radio through~~The Mandatory Convertible Preferred Stock is not redeemable. However, at our option, we may purchase or otherwise acquire (including in an exchange transaction) the Mandatory Convertible Preferred Stock from time to time in the open market, by tender or exchange offer or otherwise, without the consent of, or notice to, Holders. Holders have no voting rights, with certain exceptions.

If declared, dividends on the Mandatory Convertible Preferred Stock are payable quarterly through April 1, 2024. Dividends on the Mandatory Convertible Preferred Stock accumulate from the most recent dividend payment date, and will be payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee thereof, at an annual rate of 5.75% of the liquidation preference of $100 per share, payable in ~~which the Company accepted 17.9 million~~cash or, subject to certain limitations, by delivery of shares of ~~CBS Corp.~~ Class B Common Stock ~~from its stockholders~~or through any combination of cash and shares of Class B Common Stock, at our election. If we have not declared any portion of the accumulated and unpaid dividends by April 1, 2024, the conversion rate will be adjusted so that Holders receive an additional number of shares of our Class B Common Stock, with certain limitations.

Dividends

We declared a quarterly cash dividend on our Class A and Class B Common Stock during each of the quarters of 2022, 2021, and 2020. During each of the years ended December 31, 2022, 2021 and 2020, we declared total per share dividends of $.96, resulting in ~~exchange~~total annual dividends of $635 million, $625 million and $601 million, respectively.

During each of the quarters of 2022, we declared a quarterly cash dividend of $1.4375 per share on our Mandatory Convertible Preferred Stock, resulting in total annual dividends of $58 million for the ~~101.4~~year ended December 31, 2022. For the year ended December 31, 2021, we recorded total annual dividends on our Mandatory Convertible Preferred Stock of $44 million. During each of the third and fourth quarters of 2021, we declared a quarterly cash dividend on our Mandatory Convertible Preferred Stock of 1.4375 per share. During the second quarter of 2021, we declared a quarterly cash dividend on our Mandatory Convertible Preferred Stock of $1.5493 per share, representing a dividend period from March 26, 2021 through July 1, 2021.

Treasury Stock

At December 31, 2022, we had $2.36 billion of authorization remaining under our share repurchase program. During 2022, we did not repurchase any shares of our common stock. During 2020, we repurchased 1.3 million shares of ~~CBS Radio common stock that it owned (See Note 4).~~our Class B Common Stock under our share repurchase program for $50 million, at an average cost of $38.63 per share.

Common Stock Conversion Rights—

Holders of Class A Common Stock have the right to convert their shares to Class B Common Stock as long as there are at least 5,000 shares of Class A Common Stock outstanding. ~~Conversions~~In 2022 and 2020, conversions of ~~CBS Corp.~~ Class A Common Stock into Class B Common Stock were ~~0.1 million for each~~minimal. In 2021, conversions of ~~the years 2016 and 2015.~~Class A Common Stock into Class B Common Stock were 11.6 million.

II-84

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Accumulated Other Comprehensive Income —(Loss)

The following table presents the changes in the components of accumulated other comprehensive income (loss).

Net Actuarial Accumulated
Cumulative Loss and Other
Translation Prior Comprehensive
Adjustments Service Cost Loss
At December 31, 2014 $ 157
$ (892 ) $ (735 )
Other comprehensive loss before reclassifications (5 ) (66 ) (71 )
Reclassifications to net earnings —
36
^(a)
36
Other comprehensive loss (5 ) (30 ) (35 )
At December 31, 2015 152
(922 ) (770 )
Other comprehensive loss before reclassifications (1 ) (165 ) (166 )
Reclassifications to net earnings —
169
^(a)
169
Other comprehensive income (loss) (1 ) 4
3
At December 31, 2016 151
(918 ) (767 )
Other comprehensive income (loss) before reclassifications 6
(173 ) (167 )
Reclassifications to net earnings 2
270
^(a)
272
Other comprehensive income 8
97
105
At December 31, 2017 $ 159
$ (821 ) $ (662 )


	Continuing Operations							Discontinued Operations
				Net Actuarial							Accumulated
	Cumulative			Loss and				Other			Other
	Translation			Prior				Comprehensive			Comprehensive
	Adjustments			Service Cost				Income (Loss) (a)			Loss
At December 31, 2019		$	(438)		$	(1,507)			$	(25)		$	(1,970)
Other comprehensive income (loss) before reclassifications		135			(74)				5			66
Reclassifications to net earnings		—			72		(b)		—			72
Other comprehensive income (loss)		135			(2)				5			138
At December 31, 2020		(303)			(1,509)				(20)			(1,832)
Other comprehensive income (loss) before reclassifications		(142)			5				(3)			(140)
Reclassifications to net earnings		—			70		(b)		—			70
Other comprehensive income (loss)		(142)			75				(3)			(70)
At December 31, 2021		(445)			(1,434)				(23)			(1,902)
Other comprehensive income (loss) before reclassifications		(235)			273				(7)			31
Reclassifications to net earnings		—			64		(b)		—			64
Other comprehensive income (loss)		(235)			337				(7)			95
At December 31, 2022		$	(680)		$	(1,097)			$	(30)		$	(1,807)

(a) Reflects cumulative translation adjustments.

(b) Reflects amortization of net actuarial ~~losseswhich~~losses, which for 2021 includes the accelerated recognition of a portion of the unamortized actuarial losses ~~as a result~~due to the volume of lump sum benefit payments in one of our pension ~~settlements for the years ended December 31, 2017~~plans, and ~~2016 (See~~amortization of prior service cost (see Note ~~15)~~18).

The net actuarial loss and prior service cost related to pension and other postretirement benefit plans included in other comprehensive income (loss) is net of a tax ~~(provision)~~ benefit for the years ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015~~2020 of ~~$(106)~~$108 million, ~~$(3)~~$25 million and ~~$19~~$1 million, respectively. ~~The tax provision related to the other comprehensive loss from discontinued operations and the tax provision related to the unrealized gain on securities were minimal for all periods presented.~~

~~13)~~ 16) STOCK-BASED COMPENSATION

~~The Company has equity~~We have long-term equity-based incentive plans (the “Plans”) under which stock options, RSUs and ~~market-based performance share units (“PSUs”) were~~PSUs are issued. The purpose of the Plans is to benefit and advance the interests of ~~the Company~~our company by attracting, retaining and motivating participants and to compensate participants for their contributions to the financial success of ~~the Company.~~our company. The Plans provide for awards of stock options, stock appreciation rights, restricted and unrestricted shares, RSUs, dividend equivalents, performance awards and other equity-related awards. RSUs and PSUs accrue dividends each time we declare a quarterly cash dividend, which are paid upon vesting when the shares are delivered and are forfeited if the award does not vest. Upon exercise of stock options or vesting of RSUs and PSUs, ~~the Company issues~~we issue new shares from ~~its~~our existing authorization. At December 31, ~~2017,~~2022, there were 4532 million shares available for future grant under the Plans. Stock-based compensation awards were also granted under Viacom’s equity incentive plans until December 31, 2021. Upon exercise of outstanding stock options or vesting of RSUs and PSUs previously granted under Viacom’s equity incentive plans, shares may be issued from Viacom’s previous authorization or from treasury stock.

II-85

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The following table summarizes ~~the Company’s~~ stock-based compensation expense for the years ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015.~~2020.


Year Ended December 31,	2022		2021		2020
RSUs and PSUs	$	155	$	163	$	167
Stock options	3		9		19
Expense included in operating and SG&A	158		172		186
Expense included in restructuring and other corporate matters (a)	14		20		88
Stock-based compensation expense, before income taxes	172		192		274
Related tax benefit	(35)		(41)		(54)
Stock-based compensation expense, net of tax benefit	$	137	$	151	$	220

Year Ended December 31, 2017 2016 2015
RSUs and PSUs $ 152
$ 137
$ 129
Stock options 27
28
28
Stock-based compensation expense, before income taxes 179
165
157
Related tax benefit (69 ) (63 ) (61 )
Stock-based compensation expense, net of tax benefit $ 110
$ 102
$ 96
(a) Reflects accelerations as a result of restructuring activities.

Included in net ~~loss~~earnings from discontinued operations was stock-based compensation expense of $2$3 million ~~$12 million~~for each of the years ended December 31, 2022 and ~~$17~~2021 and $10 million for the ~~years 2017, 2016, and 2015, respectively.~~year ended December 31, 2020.

RSUs and PSUs

Compensation expense for RSUs is determined based upon the market price of the shares underlying the awards on the date of grant and expensed over the vesting period, which is generally a ~~one-~~one- to four-year service period. ~~Certain RSU awards are also subject to satisfying performance conditions. Compensation expense is recorded based on the probable outcome of the performance conditions.~~ Forfeitures for RSUs are estimated on the date of grant based on historical forfeiture ~~rates.~~rates and adjusted based on actual forfeitures. On an annual basis, we revise the ~~Company adjusts the compensation expense based on actual forfeitures and revises the~~estimated forfeiture rate, as necessary.

~~During 2017 and 2016,~~For PSU awards the ~~Company also granted PSU awards. The~~ number of shares ~~that will~~to be issued upon vesting ~~of the PSUs~~ is based on the total shareholder return of the Company’s ~~stock price performance~~Class B Common Stock measured against the companies comprising the S&P 500 Index over a designated measurement period, ~~as well as~~and for certain 2022 and 2021 awards is also based on the achievement of established operating goals. The fair value of PSU awards with a market condition is determined using a Monte Carlo simulation ~~model. Compensation expense for PSUs~~model, and is expensed over the required employee service period. Compensation expense for PSUs is not adjusted for the actual number of shares issued based on the outcome of the market condition for completed performance periods. The fair value of PSU awards with internal performance conditions is based on the market price of the shares on the date of grant, and is expensed based on the probable outcome of internal performance metrics and subsequently adjusted to reflect the actual shares issued based on the outcome of the performance metrics for completed performance periods. Compensation expense is adjusted for non-performance based forfeitures for all PSU awards. The fair value of PSU awards granted during the years ended December 31, ~~2017~~2022, 2021 and ~~2016~~2020 was ~~$23~~$43 million, $3 million and $4$34 million, respectively.

The weighted average grant date fair value of RSUs and PSUs granted was ~~$66.59~~$31.58, $~~47.30~~35.80 and ~~$59.11~~$32.35 in ~~2017, 2016,~~2022, 2021, and ~~2015,~~2020, respectively. The total market value of RSUs and PSUs that vested during ~~2017, 2016,~~2022, 2021, and ~~2015~~2020 was ~~$193~~$77 million, ~~$129~~$260 million and ~~$212~~$222 million, respectively. Total unrecognized compensation cost related to non-vested RSUs and PSUs at December 31, ~~2017~~2022 was ~~$192~~$244 million, which is expected to be recognized over a weighted average period of ~~2.2~~2.46 years.

II-86

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The following table summarizes ~~the Company’s~~our RSU ~~activity.~~and PSU share activity:


			Weighted Average
	Shares		Grant Date Fair Value
Non-vested at December 31, 2021		7,730,664		$	37.14
Granted		7,494,771		$	31.58
Vested		(3,206,135)		$	39.32
Forfeited		(903,929)		$	33.90
Non-vested at December 31, 2022		11,115,371		$	33.02

Weighted Average
RSUs Grant Date Fair Value
Non-vested at December 31, 2016 6,457,620
$ 52.57

Granted 2,506,607
$ 66.59

Vested (2,892,533 ) $ 52.69

Forfeited (747,707 ) $ 59.04

Non-vested at December 31, 2017 5,323,987
$ 58.19

Stock Options

Compensation expense for stock options is determined based on the grant date fair value of the award calculated using the Black-Scholes options-pricing model. Stock options generally vest over a ~~three-~~three- to four-year service period and expire eight years from the date of grant. Forfeitures are estimated on the date of grant based on historical forfeiture rates. ~~On an annual basis, the Company adjusts~~We adjust the compensation expense based on actual ~~forfeitures~~forfeitures.

There were no stock option grants during any of the periods presented.

At December 31, 2022, all stock options are vested and ~~revises~~there is no remaining unrecognized compensation cost.

The following table summarizes our stock option activity under the ~~forfeiture rate as necessary.~~Plans.


			Weighted Average
	Stock Options		Exercise Price
Outstanding at December 31, 2021		6,202,575		$	63.85

Forfeited or expired		(1,105,628)		$	80.76
Outstanding at December 31, 2022		5,096,947		$	60.18
Exercisable at December 31, 2022		5,096,947		$	60.18

The following table summarizes other information relating to stock option exercises during the years ended December 31, 2021 and 2020. There were no stock option exercises during the year ended December 31, 2022.


Year Ended December 31,	2021		2020
Cash received from stock option exercises	$	408	$	5
Tax benefit of stock option exercises	$	29	$	1
Intrinsic value of stock option exercises	$	128	$	2

At December 31, 2022, stock options outstanding and exercisable have a weighted average remaining contractual life of 2.06 years. There was no intrinsic value for options outstanding and exercisable, based on our closing stock price of $16.88 at December 31, 2022.

II-87

~~CBS CORPORATION~~

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The weighted average fair value of stock options as of the grant date was $17.50, $12.30 and $15.73 in 2017, 2016, and 2015, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

2017 2016 2015
Expected dividend yield 1.09 % 1.31 % 1.25 %
Expected stock price volatility 29.89 % 32.55 % 31.45 %
Risk-free interest rate 2.00 % 1.35 % 1.63 %
Expected term of options (years) 5.00
5.00
5.00

The expected stock price volatility is determined using a weighted average of historical volatility for CBS Corp. Class B Common Stock and implied volatility of publicly traded options to purchase CBS Corp. Class B Common Stock. Given the existence of an actively traded market for CBS Corp. options, the Company was able to derive implied volatility using publicly traded options to purchase CBS Corp. Class B Common Stock that were trading near the grant date of the employee stock options at a similar exercise price and a remaining term of greater than one year.

The risk-free interest rate is based on a U.S. Treasury rate in effect on the date of grant with a term equal to the expected term. The expected term is determined based on historical employee exercise and post-vesting termination behavior. The expected dividend yield represents the Company’s future expectation of the dividend yield based on current rates and historical patterns of dividend changes.

~~Total unrecognized compensation cost related to non-vested stock option awards at December 31, 2017 was $37 million, which is expected to be recognized over a weighted average period of 2.3 years.~~

~~The following table summarizes the Company’s stock option activity under the Plans.~~

Weighted Average
Stock Options Exercise Price
Outstanding at December 31, 2016 11,911,647
$ 44.14

Granted 1,361,464
$ 66.31

Exercised (2,940,667 ) $ 31.12

Forfeited or expired (218,608 ) $ 59.04

Outstanding at December 31, 2017 10,113,836
$ 50.59

Exercisable at December 31, 2017 6,376,286
$ 46.30

~~The following table summarizes other information relating to stock option exercises during the years ended December 31, 2017, 2016 and 2015.~~

Year Ended December 31, 2017 2016 2015
Cash received from stock option exercises $ 91
$ 21
$ 142
Tax benefit of stock option exercises $ 36
$ 14
$ 74
Intrinsic value of stock option exercises $ 96
$ 37
$ 192

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~The following table summarizes information concerning outstanding and exercisable stock options to purchase CBS Corp. Class B Common Stock under the Plans at December 31, 2017.~~

Outstanding Exercisable
Remaining Weighted Weighted
Range of Number Contractual Average Number Average
Exercise Price of Options Life (Years) Exercise Price of Options Exercise Price
$5 to 9.99 25,465
1.08 $ 5.72
25,465
$ 5.72

$10 to 19.99 174,668
0.95 $ 14.46
174,668
$ 14.46

$20 to 29.99 1,086,770
1.70 $ 26.62
1,086,770
$ 26.62

$30 to 39.99 791,703
2.82 $ 34.27
791,703
$ 34.27

$40 to 49.99 3,213,930
4.61 $ 45.17
1,977,910
$ 44.77

$50 to 59.99 1,635,410
5.13 $ 59.54
772,552
$ 59.54

$60 to 69.99 3,185,890
5.38 $ 66.04
1,547,218
$ 65.89

10,113,836
6,376,286

At December 31, 2017 stock options outstanding have a weighted average remaining contractual life of 4.41 years and the total intrinsic value for “in-the-money” options, based on the Company’s closing stock price of $59.00, was $108 million. At December 31, 2017 stock options exercisable have a weighted average remaining contractual life of 3.44 years and the total intrinsic value for “in-the-money” exercisable options was $92 million.

~~14)~~17) INCOME TAXES

The U.S. and foreign components of earnings from continuing operations before income taxes and equity in loss of investee companies were as follows:


Year Ended December 31,	2017		2016		2015		Year Ended December 31,	2022		2021		2020
United States	$	1,441	$	1,803	$	1,840	United States	$	324	$	4,106	$	2,353
Foreign	538		427		424		Foreign	942		1,100		794
Total	$	1,979	$	2,230	$	2,264	Total	$	1,266	$	5,206	$	3,147

The components of the provision (benefit) for income taxes were as follows:


Year Ended December 31,	2022		2021		2020
Current:
Federal	$	75	$	179	$	160
State and local	64		138		73
Foreign	194		239		180
Total current	333		556		413
Deferred:
Federal	(57)		249		146
State and local	(14)		49		42
Foreign	(35)		(208)		(66)
Total deferred	(106)		90		122
Provision for income taxes	$	227	$	646	$	535

Year Ended December 31, 2017 2016 2015
Current:
Federal $ 720
$ 359
$ 110
State and local 38
64
30
Foreign 63
61
91
821
484
231
Deferred (188 ) 144
445
Provision for income taxes $ 633
$ 628
$ 676

In addition, included in net ~~loss~~earnings from discontinued operations was an income tax ~~(provision) benefit~~provision of ~~$(8)~~$77 million, ~~$(124)~~$57 million and ~~$82~~$38 million ~~in 2017~~, ~~2016,~~for 2022, 2021, and ~~2015,~~2020, respectively.

The equity in loss of investee companies is shown net of tax on the ~~Company’s~~ Consolidated Statements of Operations. The tax ~~benefits~~benefit relating to losses from equity investments was $33 million in ~~2017, 2016,~~2022, $49 million in 2021 and ~~2015 were $22~~$19 million ~~$25 million, and $22 million, respectively,~~in 2020, which represented an effective tax rate of ~~37.9%~~13.9%, ~~33.5%~~35.0% and ~~38.7%~~40.4% for ~~2017, 2016,~~2022, 2021, and ~~2015,~~2020, respectively.

II-88

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

~~In 2017 and 2016, the Company realized tax benefits from the exercise of stock options and vesting of RSUs of $104 million and $57 million, respectively.~~

The difference between income taxes expected at the U.S. federal statutory income tax rate of ~~35%~~21% and the provision (benefit) for income taxes is summarized as follows:

Year Ended December 31, 2017 2016 2015
Taxes on income at U.S. federal statutory rate $ 693
$ 780
$ 792
State and local taxes, net of federal tax benefit 47
59
55
Effect of foreign operations (162 ) (112 ) (100 )
Impact of federal tax legislation 129
—
—
Excess tax benefits from stock-based compensation (44 ) —
—
Domestic production deduction (31 ) (42 ) (25 )
Sales of businesses —
—
(42 )
Audit settlements, net —
—
(9 )
Other, net^(a)
1
(57 ) 5
Provision for income taxes $ 633
$ 628
$ 676


Year Ended December 31,	2022		2021		2020
Taxes on income at U.S. federal statutory rate	$	266	$	1,093	$	661
State and local taxes, net of federal tax benefit	44		190		116
Effect of foreign operations	(20)		(141)		(98)
Noncontrolling interests	(20)		(13)		(52)
U.K. statutory rate change	—		(260)		(100)
Reorganization of foreign operations (a)	(72)		(229)		—
Excess tax (benefit) deficiency from stock-based compensation	13		(8)		29
Other, net	16		14		(21)
Provision for income taxes	$	227	$	646	$	535

(a) ~~2016 includes~~For 2022, reflects a ~~one-time~~deferred tax benefit resulting from the transfer of ~~$47 million~~intangible assets between our subsidiaries in connection with a reorganization of our international operations. The related deferred tax asset is primarily expected to be realized over a 25-year period. For 2021, reflects a tax benefit from the recognition of a capital loss associated with a ~~multiyear adjustment to~~change in the tax entity classification of a ~~tax deduction, which was approved by the IRS during the third quarter of 2016.~~foreign subsidiary.

The following table summarizes the components of deferred income tax assets and liabilities.


At December 31,	2017			2016			At December 31,	2022		2021
Deferred income tax assets:							Deferred income tax assets:
Reserves and other accrued liabilities	$	391		$	671		Reserves and other accrued liabilities	$	430	$	369
Pension, postretirement and other employee benefits	478			843			Pension, postretirement and other employee benefits	534		679
Lease liability							Lease liability	425		465
Tax credit and loss carryforwards	835			966			Tax credit and loss carryforwards	397		428
Interest limitation carryforward							Interest limitation carryforward	93		—
Capitalized costs							Capitalized costs	49		—
Other	70			113			Other	11		23
Total deferred income tax assets	1,774			2,593			Total deferred income tax assets	1,939		1,964
Valuation allowance	(974		)	(928		)	Valuation allowance	(488)		(581)
Deferred income tax assets, net	800			1,665			Deferred income tax assets, net	1,451		1,383
Deferred income tax liabilities:							Deferred income tax liabilities:
Intangible assets	(847		)	(1,469		)	Intangible assets	(643)		(523)
Unbilled licensing receivables	(291		)	(636		)	Unbilled licensing receivables	—		(76)
Lease asset							Lease asset	(344)		(391)
Property, equipment and other assets	(86		)	(140		)	Property, equipment and other assets	(180)		(171)
Financing obligations							Financing obligations	(69)		(65)
Other							Other	(50)		(14)
Total deferred income tax liabilities	(1,224		)	(2,245		)	Total deferred income tax liabilities	(1,286)		(1,240)
Deferred income tax liabilities, net	$	(424	)	$	(580	)
Deferred income tax assets, net							Deferred income tax assets, net	$	165	$	143

In addition to the ~~deferred income taxes~~amounts reflected in the table above, included in ~~the liabilities~~“Assets of discontinued ~~operations~~operations” on the Consolidated Balance Sheets are net deferred income tax assets ~~(liabilities)~~ of ~~$12~~$55 million and ~~$(975)~~$80 million at December 31, ~~2017~~2022 and ~~2016,~~2021, respectively.

At December 31, ~~2017, the Company~~2022, we had deferred income tax assets for federal foreign tax credit carryforwards of $43 million and net operating loss carryforwards for federal, state and local, and foreign jurisdictions of ~~approximately $1.74 billion,~~ $261 million,

II-89

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

the majority of which expire in various years from ~~2018~~2023 through ~~2037.~~2038. The deferred tax asset for the federal interest limitation carryforward of $93 million at December 31, 2022 has an indefinite carryforward period.

The ~~2017~~2022 and ~~2016~~2021 deferred income tax assets were reduced by a valuation allowance of ~~$974~~$488 million and ~~$928~~$581 million, respectively, principally relating to income tax benefits from capital losses and net operating losses in foreign jurisdictions which are not expected to be realized.

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

$129 million for the year ended December 31, 2017, reflecting an estimated tax impact of $407 million on the Company’s historical accumulated foreign earnings and profits, partially offset by an estimated benefit of $278 million to adjust the Company’s deferred income tax balances as a result of the reduced corporate income tax rate.

Generally, the future remittance of foreign undistributed earnings will not be subject to U.S. federal income taxes ~~under the provisions of the Tax Reform Act~~ and as a result, for substantially all of ~~its~~our foreign subsidiaries, ~~the Company no longer intends~~we do not intend to assert indefinite reinvestment of both cash held outside of the U.S. and future cash earnings. However, a future repatriation of cash could be subject to state and local income taxes, foreign income taxes, tax on foreign currency translation gains and losses, and withholding taxes. Accordingly, ~~the Company~~as of December 31, 2022, we recorded ~~an estimated~~ deferred income tax ~~liability which was not material to~~liabilities associated with future repatriations of $13 million on the ~~Company’s consolidated financial statements.~~Consolidated Balance Sheet. Additional income taxes have not been provided for outside basis differences inherent in these entities, which could be recognized upon sale or other transaction, as these amounts continue to be indefinitely invested in foreign operations. The determination of the U.S. federal deferred income tax liability for such outside basis difference is not practicable.

The following table sets forth the change in the reserve for uncertain tax positions, excluding related accrued interest and penalties.


At January 1, 2020	$	384
Additions for current year tax positions	15
Additions for prior year tax positions	18
Reductions for prior year tax positions	(34)
Cash settlements	(2)
Statute of limitations lapses	(9)
Reclassification to deferred income tax liability	(64)
At December 31, 2020	308
Additions for current year tax positions	23
Additions for prior year tax positions	32
Reductions for prior year tax positions	(45)
Cash settlements	(6)
Statute of limitations lapses	(11)
At December 31, 2021	301
Additions for current year tax positions	16
Additions for prior year tax positions	3
Reductions for prior year tax positions	(13)
Cash settlements	(2)
Statute of limitations lapses	(2)
At December 31, 2022	$	303

At January 1, 2015 $ 140
Additions for current year tax positions 14
Additions for prior year tax positions 6
Reductions for prior year tax positions (32 )
Cash settlements (23 )
Statute of limitations lapses (1 )
At December 31, 2015 104
Additions for current year tax positions 9
Additions for prior year tax positions 4
Reductions for prior year tax positions (8 )
Cash settlements (6 )
Statute of limitations lapses (1 )
At December 31, 2016 102
Additions for current year tax positions 50
Additions for prior year tax positions 39
Reductions for prior year tax positions (41 )
Cash settlements (5 )
Statute of limitations lapses (7 )
At December 31, 2017 $ 138

~~At December 31, 2017 and 2016, $3 million and $20 million, respectively, of the~~The reserve for uncertain tax positions ~~were included~~of $303 million at December 31, 2022 includes $272 million which would affect our effective income tax rate, including discontinued operations, if and when recognized in ~~“Liabilities~~future years. We recognized interest and penalties of ~~discontinued operations”~~$14 million for each of the years ended December 31, 2022 and 2021 and $16 million for the year ended December 31, 2020 in the Consolidated Statements of Operations. As of December 31, 2022 and 2021, we have recorded liabilities for accrued interest and penalties of $67 million and $56 million, respectively, on the Consolidated Balance Sheets.

~~CBS CORPORATION~~

II-90

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

~~The reserve~~Viacom and CBS filed separate tax returns for uncertain tax positions of $138 million at December 31, 2017 includes $127 million which would affect the Company’s effective income tax rate, including discontinued operations, if and when recognized in future years.

~~The Company recognizes interest and penalty charges related~~periods prior to the ~~reserve for uncertain tax positions as income tax expense. The Company recognized interest and penalties of $6 million~~Merger. For CBS, we are currently under examination by the Internal Revenue Service (“IRS”) for the ~~year ended December 31,~~ 2017 and $7 million for each of the years ended December 31, 2016 and 2015, in the Consolidated Statements of Operations. As of December 31, 2017 and 2016, the Company has recorded liabilities for accrued interest and penalties of $14 million and $35 million, respectively, on the Consolidated Balance Sheets.

~~During 2015, the Company and~~2018 tax years. For Viacom, we are currently under examination by the IRS ~~settled the Company’s income tax audit~~ for the ~~years 2011 and 2012, which did not have~~2016 through 2019 tax years. For tax returns filed as a ~~material effect on~~merged company, we are currently under examination by the ~~Company’s consolidated financial statements. The statute of limitations~~IRS for the ~~2013~~2019 tax ~~year expired in September 2017. The IRS is expected to commence its examination of the years 2014, 2015, and 2016 during 2018. In addition, various~~year. Various tax years are also currently under examination by state and local and foreign tax authorities. With respect to open tax years in all jurisdictions, ~~the Company does~~we currently do not ~~currently~~ believe that it is reasonably possible that the reserve for uncertain tax positions will significantly change within the next ~~twelve~~12 months; however, it is difficult to predict the final outcome or timing of resolution of any particular tax matter and ~~accordingly, unforeseen~~ events could cause ~~the Company’s~~our current expectation to change in the future.

~~15)~~18) PENSION AND OTHER POSTRETIREMENT BENEFITS

The Company and certain of its subsidiaries sponsor qualified and non-qualified defined benefit pension plans, principally non-contributory, covering eligible employees. Our pension plans consist of both funded and unfunded plans. The majority of participants in these plans are retired employees or former employees of previously divested businesses. ~~Most~~In November 2020, our remaining defined benefit pension plans subject to benefit accruals, which were sponsored by CBS prior to the Merger, were amended to freeze future benefit accruals and benefits were enhanced under defined contribution plans that were previously sponsored by CBS, both of which were effective January 1, 2021. As a result of the ~~Company’s~~ pension ~~plans are closed to new entrants. The~~plan amendments, a curtailment gain of $79 million associated with the elimination of benefit accruals for future services of the impacted employees was reflected in unrecognized actuarial loss included within “Accumulated other comprehensive loss” on the Consolidated Balance Sheet for the year ended December 31, 2020. Plan benefits ~~for some plans~~ are based primarily on an employee’s years of service and ~~average pay near retirement. Benefits under other plans are based primarily on an employee’s~~ pay for each year that the employee participated in the plan. ~~Participating employees are vested in the plans after five years of service. The Company funds its~~We fund our pension plans in accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”), the Pension Protection Act of 2006, the Internal Revenue Code of 1986 and ~~the~~other applicable law, rules and regulations. Plan assets consist principally of corporate bonds, equity securities, ~~and~~common collective trust funds, U.S. government ~~securities.~~securities and short-term investments. The Company’s ~~common stock represents~~Common Stock represented approximately ~~2.8%~~1.2% and 1.5% of the fair value of plan ~~assets’ fair values~~assets at ~~both~~ December 31, ~~2017~~2022 and ~~2016,~~2021, respectively.

During the fourth quarter of 2017, the Company purchased a group annuity contract under which an insurance company has permanently assumed the Company’s obligation to pay and administer pension benefits to certain of the Company’s pension plan participants, or their designated beneficiaries, who had been receiving pension benefits. The purchase of this group annuity contract was funded with pension plan assets. As a result, the Company’s outstanding pension benefit obligation was reduced by approximately $800 million, representing approximately 20% of the total obligations of the Company’s qualified pension plans. In connection with this transaction, the Company recorded a settlement charge of $352 million in the fourth quarter of 2017, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan. Additionally, during 2017, the Company made discretionary contributions totaling $600 million to prefund its qualified pension plans.

During 2016, the Company offered eligible former employees who had not yet initiated pension benefit payments the option to make a one-time election to receive the present value of their pension benefits as a lump-sum distribution or to commence an immediate monthly annuity benefit. As a result, the Company paid a total of $518 million of lump-sum distributions in 2016 using its pension plan assets, representing 12% of the total obligations of its qualified pension plans. Accordingly, the Company recorded a settlement charge of $211 million, reflecting the accelerated recognition of a portion of unamortized actuarial losses in the plan.

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

In addition, the Company sponsors health and welfare plans that provide postretirement health care and life insurance benefits to eligible retired employees and their covered dependents. Eligibility is based in part on certain age and service requirements at the time of their retirement. Most of the plans are contributory and contain cost-sharing features such as deductibles and coinsurance which are adjusted annually, as well as caps on the annual dollar amount ~~the Company~~we will contribute toward the cost of coverage. Claims and premiums for which we are responsible are paid ~~primarily~~ with ~~the Company’s~~our own funds.

The ~~Company uses~~pension plan disclosures herein include information related to our domestic pension and postretirement benefit plans only, unless otherwise noted. At December 31, 2022 and 2021, the Consolidated Balance Sheets also include a liability of $45 million and $53 million, respectively, in “Pension and postretirement benefit obligations” relating to our non-U.S. pension plans and certain other retirement severance plans.

We use a December 31 measurement date for all pension and other postretirement benefit plans.

II-91

~~The following table sets forth the change in benefit obligation for the Company’s pension and postretirement benefit plans.~~

Pension Benefits Postretirement Benefits
2017 2016 2017 2016
Change in benefit obligation:
Benefit obligation, beginning of year $ 4,660
$ 4,911
$ 447
$ 486
Service cost 29
29
—
—
Interest cost 191
215
18
20
Actuarial loss (gain) 337
353
19
(5 )
Benefits paid (326 ) (328 ) (73 ) (69 )
Participants’ contributions —
—
10
11
Retiree Medicare drug subsidy —
—
3
4
Settlements (862 ) (518 ) —
—
Cumulative translation adjustments 11
(2 ) —
—
Benefit obligation, end of year $ 4,040
$ 4,660
$ 424
$ 447

~~The following table sets forth the change in plan assets for the Company’s pension and postretirement benefit plans.~~

Pension Benefits Postretirement Benefits
2017 2016 2017 2016
Change in plan assets:
Fair value of plan assets, beginning of year $ 3,244
$ 3,734
$ 4
$ 4
Actual return on plan assets 328
305
—
—
Employer contributions 650
52
56
54
Benefits paid (326 ) (328 ) (73 ) (69 )
Participants’ contributions —
—
10
11
Retiree Medicare drug subsidy —
—
3
4
Settlements (862 ) (518 ) —
—
Cumulative translation adjustments 12
(1 ) —
—
Fair value of plan assets, end of year $ 3,046
$ 3,244
$ —
$ 4

~~The funded status of pension and postretirement benefit obligations and the related amounts recognized on the Company’s Consolidated Balance Sheets were as follows:~~

Pension Benefits Postretirement Benefits
At December 31, 2017 2016 2017 2016
Funded status at end of year $ (994 ) $ (1,416 ) $ (424 ) $ (443 )
Amounts recognized on the Consolidated Balance Sheets:
Other assets $ 12
$ 13
$ —
$ —
Current liabilities (53 ) (53 ) (49 ) (50 )
Noncurrent liabilities (953 ) (1,376 ) (375 ) (393 )
Net amounts recognized $ (994 ) $ (1,416 ) $ (424 ) $ (443 )

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The ~~Company’s~~following table sets forth the change in benefit obligation for our pension and postretirement benefit plans.


	Pension Benefits				Postretirement Benefits
	2022		2021		2022		2021
Change in benefit obligation:
Benefit obligation, beginning of year	$	4,909	$	5,162	$	276	$	322
Service cost	—		—		1		1
Interest cost	150		145		8		8
Actuarial gain	(1,089)		(45)		(29)		(18)
Benefits paid	(309)		(320)		(43)		(46)
Settlements paid	—		(33)		—		—
Participants’ contributions	—		—		6		5
Retiree Medicare drug subsidy	—		—		3		4
Benefit obligation, end of year	$	3,661	$	4,909	$	222	$	276

The actuarial gain of $1.09 billion, included in the change in benefit obligation for pension benefits in 2022, was driven by a 270 basis point increase in the discount rate from December 31, 2021 to December 31, 2022.

The following table sets forth the change in plan assets for our pension and postretirement benefit plans.


	Pension Benefits				Postretirement Benefits
	2022		2021		2022		2021
Change in plan assets:
Fair value of plan assets, beginning of year	$	3,191	$	3,347	$	—	$	—
Actual (loss) return on plan assets	(592)		116		—		—
Employer contributions	73		81		34		37
Benefits paid	(309)		(320)		(43)		(46)
Settlements paid	—		(33)		—		—
Participants’ contributions	—		—		6		5
Retiree Medicare drug subsidy	—		—		3		4
Fair value of plan assets, end of year	$	2,363	$	3,191	$	—	$	—

The funded status of pension and postretirement benefit obligations and the related amounts recognized on the Consolidated Balance Sheets were as follows:


	Pension Benefits				Postretirement Benefits
At December 31,	2022		2021		2022		2021
Funded status at end of year	$	(1,298)	$	(1,718)	$	(222)	$	(276)
Amounts recognized on the Consolidated Balance Sheets:
Other assets	$	—	$	7	$	—	$	—
Current liabilities	(73)		(73)		(34)		(35)
Noncurrent liabilities	(1,225)		(1,652)		(188)		(241)
Net amounts recognized	$	(1,298)	$	(1,718)	$	(222)	$	(276)

Our qualified pension plans were underfunded by ~~$309~~$485 million and ~~$742~~$655 million at December 31, ~~2017~~2022 and ~~2016,~~2021, respectively.

II-92

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

The following amounts were recognized in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.


	Pension Benefits						Postretirement Benefits							Pension Benefits				Postretirement Benefits
At December 31,	2017			2016			2017			2016			At December 31,	2022		2021		2022		2021
Net actuarial (loss) gain	$	(1,583	)	$	(1,827	)	$	189		$	230		Net actuarial (loss) gain	$	(1,646)	$	(2,068)	$	157	$	143
Net prior service cost	(6		)	(7		)	—			—			Net prior service cost	(1)		(1)		—		—
Share of equity investee	(2		)	(1		)	—			—			Share of equity investee	—		(1)		—		—
	(1,591		)	(1,835		)	189			230				(1,647)		(2,070)		157		143
Deferred income taxes	606			725			(25		)	(38		)	Deferred income taxes	438		541		(17)		(14)
Net amount recognized in accumulated other comprehensive income (loss)	$	(985	)	$	(1,110	)	$	164		$	192		Net amount recognized in accumulated other comprehensive income (loss)	$	(1,209)	$	(1,529)	$	140	$	129

The accumulated benefit obligation for all defined benefit pension plans was ~~$3.96~~$3.66 billion and ~~$4.59~~$4.91 billion at December 31, ~~2017~~2022 and ~~2016,~~2021, respectively.

Information for the pension plans with an accumulated benefit obligation in excess of plan assets is set forth below.


At December 31,	2017		2016		At December 31,	2022		2021
Projected benefit obligation	$	3,933	$	4,558
Accumulated benefit obligation	$	3,852	$	4,485
Projected and accumulated benefit obligation					Projected and accumulated benefit obligation	$	3,661	$	4,908
Fair value of plan assets	$	2,928	$	3,129	Fair value of plan assets	$	2,363	$	3,184

The following tables present the components of net periodic benefit cost and amounts recognized in other comprehensive income (loss).


	Pension Benefits						Postretirement Benefits
Year Ended December 31,	2022		2021		2020		2022		2021		2020
Components of net periodic cost:
Service cost	$	—	$	—	$	30	$	1	$	1	$	2
Interest cost	150		145		164		8		8		11
Expected return on plan assets	(172)		(188)		(194)		—		—		—
Amortization of actuarial losses (gains)	97		93		103		(15)		(15)		(15)
Amortization of prior service cost	—		—		2		—		—		1
Settlements (a)	—		10		—		—		—		—
Net periodic cost (b)	$	75	$	60	$	105	$	(6)	$	(6)	$	(1)

Pension Benefits Postretirement Benefits
Year Ended December 31, 2017 2016 2015 2017 2016 2015
Components of net periodic cost:
Service cost $ 29
$ 29
$ 31
$ —
$ —
$ —
Interest cost 191
215
209
18
20
20
Expected return on plan assets (201 ) (227 ) (261 ) —
—
—
Amortization of actuarial losses (gains) 101
84
79
(22 ) (21 ) (21 )
Amortization of prior service cost 2
1
1
—
—
—
Settlements 352
211
—
—
—
—
Net periodic cost $ 474
$ 313
$ 59
$ (4 ) $ (1 ) $ (1 )
(a) Reflects the accelerated recognition of a portion of the unamortized actuarial losses due to the volume of lump sum benefit payments in one of our pension plans.

(b) Includes amounts reflected in net earnings from discontinued operations of $3 million for each of the years ended December 31, 2022 and 2021 and $5 million for the year ended December 31, 2020.

The service cost component of net periodic cost is presented on the Consolidated Statements of Operations within operating income. All other components of net periodic cost are presented below operating income, in “Other items, net.”

II-93

Pension Postretirement
Year Ended December 31, 2017 Benefits Benefits
Other comprehensive income (loss): 45

Actuarial loss $ (210 ) $ (19 )
Amortization of actuarial losses (gains) ^(a)
101
(22 )
Amortization of prior service cost ^(a)
2
—

Settlements ^(a)
352
—

Cumulative translation adjustments (1 ) —

244
(41 )
Deferred income taxes (119 ) 13

Recognized in other comprehensive income (loss), net of tax $ 125
$ (28 )

~~(a)Reflects amounts reclassified from accumulated other comprehensive income (loss) to net earnings.~~

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)


	Pension Benefits						Postretirement Benefits
Year Ended December 31,	2022		2021		2020		2022		2021		2020
Other comprehensive income (loss):
Actuarial (loss) gain	$	325	$	(27)	$	(173)	$	29	$	18	$	8
Share of equity investee	1		1		—		—		—		—
Curtailment gain	—		—		79		—		—		—
Settlements	—		10		—		—		—		—
Amortization of actuarial losses (gains)	97		93		103		(15)		(15)		(15)
Amortization of prior service cost	—		—		2		—		—		1
	423		77		11		14		3		(6)
Deferred income taxes	(103)		(19)		(3)		(3)		(1)		1
Recognized in other comprehensive income (loss), net of tax	$	320	$	58	$	8	$	11	$	2	$	(5)

Estimated net actuarial losses and prior service costs related to the defined benefit pension plans of approximately $81 million and $1 million, respectively, will be amortized from accumulated other comprehensive income (loss) into net periodic benefit costs in 2018.

Estimated net actuarial gains related to the other postretirement benefit plans of approximately $18 million will be amortized from accumulated other comprehensive income (loss) into net periodic benefit costs in 2018.


	Pension				Postretirement
	Benefits				Benefits					Pension Benefits						Postretirement Benefits
	2017		2016		2017		2016			2022		2021		2020		2022		2021		2020
Weighted average assumptions used to determine benefit obligations at December 31:									Weighted average assumptions used to determine benefit obligations at December 31:
Discount rate	3.9	%	4.3	%	3.9	%	4.1	%	Discount rate	5.9	%	3.2	%	2.9	%	6.0	%	3.0	%	2.6	%
Rate of compensation increase	3.0	%	3.0	%	N/A		N/A		Rate of compensation increase	—	%	—	%	—	%	N/A		N/A		N/A
Weighted average assumptions used to determine net periodic costs for the year ended December 31:									Weighted average assumptions used to determine net periodic costs for the year ended December 31:
Discount rate	4.3	%	4.6	%	4.1	%	4.2	%	Discount rate	3.2	%	2.9	%	3.4	%	3.0	%	2.6	%	3.3	%
Expected long-term return on plan assets	6.4	%	6.4	%	2.0	%	2.0	%	Expected long-term return on plan assets	5.6	%	5.9	%	6.4	%	N/A		N/A		N/A
Cash balance interest crediting rate									Cash balance interest crediting rate	5.0	%	5.0	%	5.0	%	N/A		N/A		N/A
Rate of compensation increase	3.0	%	3.0	%	N/A		N/A		Rate of compensation increase	—	%	—	%	3.0	%	N/A		N/A		N/A

N/A - not applicable

The discount rates are determined primarily based on the yield onof a portfolio of high quality bonds, ~~constructed to provide~~providing cash flows necessary to meet the ~~Company’s~~ pension plans’ expected future benefit payments, as determined for the projected benefit obligations. The expected return on plan assets assumption is derived using the current and expected asset allocation of the pension plan assets and considering historical as well as expected returns on various classes of plan assets.

The following additional assumptions were used in accounting for postretirement benefits.

2017 2016
Projected health care cost trend rate 7.0 % 6.6 %
Ultimate trend rate 5.0 % 5.0 %
Year ultimate trend rate is achieved 2023
2021

~~A one percentage point change in assumed health care cost trend rates would have the following effects:~~


	2022		2021
Projected health care cost trend rate (pre-65)	6.8	%	7.0	%
Projected health care cost trend rate (post-65)	6.8	%	7.0	%
Ultimate trend rate	5.0	%	5.0	%
Year ultimate trend rate is achieved	2030		2030

II-94

One Percentage One Percentage
Point Increase Point Decrease
Effect on total service and interest cost components $ —
$ —

Effect on the accumulated postretirement benefit obligation $ 6
$ (5 )

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Plan Assets

The Paramount Global Investments Committee (the “Committee”) determines the strategy for the investment of pension plan assets. The Committee establishes target asset allocations for ~~the Company’s U.S. qualified defined benefit~~our pension plan ~~trust and international pension plan~~ trusts ~~are~~ based upon an analysis of the timing and amount of projected benefit payments, projected company contributions, the expected returns and risk of the asset classes and the correlation of those returns. The target asset allocation for the Company’s ~~U.S.~~domestic pension ~~plan trust, which accounted for 94% of total plan assets at December 31, 2017,~~plans is to invest between ~~70%~~60% - ~~80%~~68% in ~~long duration fixed income investments, 16%~~liability hedging assets, 22% - ~~28%~~30% in equity securities, 3% - 10% in real estate and ~~the remainder in cash and other investments. At December 31, 2017, this trust was invested approximately 71% in long duration fixed income portfolios, 24% in equity investments,~~real assets and the remainder in cash, cash equivalents, Paramount stock and other investments. ~~Other trusts, which fund the Company’s international pension plans, accounted for 6% of total plan~~

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~assets at~~At December 31, ~~2017 and are~~2022, the trusts were invested approximately ~~69%~~63% in ~~fixed income investments, 17%~~liability hedging assets, 29% in equity ~~investments,~~securities, 6% in real estate and real assets, and the remainder in cash, cash equivalents, Paramount stock and other investments. ~~Long duration fixed income investments primarily~~Liability hedging assets consist of a diversified portfolio of ~~investment grade~~ fixed income instruments that are substantially investment grade, with a duration that approximates the duration of the liabilities covered by the trust. All equity portfolios are diversified between U.S. and non-U.S. equities and include large and small capitalization equities. The asset allocations are reviewed regularly.

The following tables set forth ~~the Company’s~~our pension plan assets measured at fair value on a recurring basis at December 31, ~~2017~~2022 and ~~2016.~~2021. These assets have been categorized according to the three-level fair value hierarchy established by the FASB which prioritizes the inputs used in measuring fair value. See Note 13 for a description of the levels within this hierarchy. There are no investments categorized as Level 1 is based on quoted prices for the asset in active markets. Level 2 is based on inputs that are observable other than quoted market prices in active markets, such as quoted prices for the asset in inactive markets or quoted prices for similar assets. Level 3 is based on unobservable inputs that market participants would use in pricing the asset.3.


At December 31, 2022	Level 1		Level 2		Total
Cash and cash equivalents (a)	$	—	$	3	$	3
Fixed income securities:
U.S. treasury securities	108		—		108
Government-related securities	—		133		133
Corporate bonds (c)	—		1,144		1,144
Mortgage-backed and asset-backed securities	—		101		101
Equity securities:
U.S. large capitalization	48		—		48
U.S. small capitalization	63		—		63
Total assets in fair value hierarchy	$	219	$	1,381	$	1,600
Common collective funds measured at net asset value (d) (e)					660
Limited partnerships measured at net asset value (d)					11
Mutual funds measured at net asset value (d)					92
Investments, at fair value					$	2,363

II-95

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

At December 31, 2017 Level 1 Level 2 Level 3 Total
Cash and cash equivalents ^(a)
$ 8
$ 80
$ —
$ 88
Fixed income securities:

U.S. treasury securities 135
—
—
135
Government-related securities 12
238
—
250
Corporate bonds ^(b)
—
1,657
—
1,657
Mortgage-backed and asset-backed securities —
97
1
98
Equity securities:

U.S. large capitalization 175
3
—
178
U.S. small capitalization 43
—
—
43
International equity —
3
—
3
Other —
43
—
43
Total assets in fair value hierarchy $ 373
$ 2,121
$ 1
$ 2,495
Common collective funds measured at net asset value ^{(c) (d)}
519
Limited partnerships measured at net asset value ^(c)
32
Investments, at fair value $ 3,046


At December 31, 2016	Level 1		Level 2			Level 3		Total
Cash and cash equivalents ^(a)	$	11	$	53		$	—	$	64
At December 31, 2021											At December 31, 2021	Level 1		Level 2		Total
Cash and cash equivalents (a) (b)											Cash and cash equivalents (a) (b)	$	83	$	5	$	88
Fixed income securities:											Fixed income securities:
U.S. treasury securities	132		—			—		132			U.S. treasury securities	164		—		164
Government-related securities	18		207			—		225			Government-related securities	—		175		175
Corporate bonds ^(b)	—		1,895			—		1,895
Corporate bonds (c)											Corporate bonds (c)	—		1,448		1,448
Mortgage-backed and asset-backed securities	—		135			2		137			Mortgage-backed and asset-backed securities	—		76		76
Equity securities:											Equity securities:
U.S. large capitalization	187		3			—		190			U.S. large capitalization	72		—		72
U.S. small capitalization	64		—			—		64			U.S. small capitalization	81		—		81
International equity	—		3			—		3
Other	—		(18		)	—		(18		)	Other	—		14		14
Total assets in fair value hierarchy	$	412	$	2,278		$	2	$	2,692		Total assets in fair value hierarchy	$	400	$	1,718	$	2,118
Common collective funds measured at net asset value ^{(c) (d)}								521
Limited partnerships measured at net asset value ^(c)								31
Common collective funds measured at net asset value (d) (e)											Common collective funds measured at net asset value (d) (e)					1,013
Limited partnerships measured at net asset value (d)											Limited partnerships measured at net asset value (d)					18
Mutual funds measured at net asset value (d)											Mutual funds measured at net asset value (d)					42
Investments, at fair value								$	3,244		Investments, at fair value					$	3,191

(a) Assets categorized as Level 2 reflect investments in money market funds.

(b) On January 3, 2022, the trust that held the assets of the Viacom pension plan was merged into the trust that holds the assets of the remainder of the Company’s' domestic plans. As part of this merger, certain of the transferred assets were liquidated, which resulted in a higher level of cash and cash equivalents at December 31, 2021.

~~(c)~~(d) In accordance with FASB guidance, investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.

~~(d)~~(e) Underlying investments consist mainly of U.S. large capitalization and international equity securities.

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Money market investments are carried at amortized cost which approximates fair value due to the short-term maturity of these investments. Investments in equity securities are reported at fair value based on quoted market prices on national security exchanges. The fair value of investments in common collective funds ~~are~~and mutual funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by the number of outstanding units. The fair value of U.S. treasury securities is determined based on quoted market prices in active markets. The fair value of government related securities and corporate bonds is determined based on quoted market prices on national security exchanges, when available, or using valuation models which incorporate certain other observable inputs including recent trading activity for comparable securities and broker quoted prices. The fair value of mortgage-backed and asset-backed securities is based upon valuation models which incorporate available dealer quotes, projected cash flows and market information. The fair value of limited partnerships has been estimated using the NAV of the ownership interest. The NAV is determined using quarterly financial statements issued by the partnership which determine the value based on the fair value of the underlying investments.

~~The table below sets forth a summary of changes in the fair value of investments reflected as Level 3 at December 31, 2017.~~

II-96

Mortgage-backed
Securities
At January 1, 2016 $ 2

Contributions and distributions, net —

At December 31, 2016 2

Contributions and distributions, net (1 )
At December 31, 2017 $ 1

~~The Company’s other postretirement benefits plan assets of $4 million at December 31, 2016 were invested~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in ~~U.S. fixed income index funds, which are categorized as Level 1 assets.~~millions, except per share amounts)

Future Benefit Payments

Estimated future benefit payments are as follows:


	2018			2019			2020			2021			2022			2023-2027				2023		2024		2025		2026		2027		2028-2032
Pension	$	448		$	266		$	263		$	261		$	258		$	1,229		Pension	$	313	$	311	$	311	$	309	$	305	$	1,421
Postretirement	$	54		$	52		$	49		$	46		$	43		$	172		Postretirement	$	35	$	32	$	29	$	27	$	24	$	87
Retiree Medicare drug subsidy	$	(5	)	$	(5	)	$	(5	)	$	(5	)	$	(5	)	$	(22	)	Retiree Medicare drug subsidy	$	3	$	3	$	3	$	3	$	3	$	14

In ~~2018, the Company expects~~2023, we expect to make $8 million in contributions ~~of approximately $53~~to our qualified pension plans for minimum funding requirements under ERISA and $75 million to ~~its~~our non-qualified pension plans to satisfy ~~the~~ benefit payments due under these plans. Also in ~~2018, the Company expects~~2023, we expect to contribute approximately ~~$49~~$35 million to ~~its~~our other postretirement benefit plans to satisfy ~~the Company’s~~our portion of benefit payments due under these plans.

Multiemployer Pension and Postretirement Benefit Plans

~~The Company contributes~~We contribute to a number of multiemployer defined benefit pension plans under the terms of collective bargaining agreements that cover ~~its~~our union-represented employees including talent, writers, directors, producers and other employees, primarily in the entertainment industry. The other employers participating in these multiemployer plans are primarily in the entertainment and other related industries. The risks of participating in multiemployer plans are different from single-employer plans as assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers and if a participating employer stops

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. In addition, if ~~the Company chooses~~we choose to stop participating in some of its multiemployer plans itwe may be required to pay those plans a withdrawal liability based on the underfunded status of the plan.

The financial health of a multiemployer plan is indicated by the zone status, as defined by the Pension Protection Act of 2006. Plans in the red zone are in critical status; those in the yellow zone are in endangered status; and those in the green zone are neither critical nor endangered.

The table below presents information concerning ~~the Company’s~~our participation in multiemployer defined benefit pension plans.


	Employer Identification Number/Pension Plan Number		Pension Protection Act			Company Contributions												Expiration Date of Collective Bargaining Agreement				Employer Identification Number/Pension Plan Number				Pension Protection Act				Company Contributions												Expiration Date of Collective Bargaining Agreement
		Zone Status ^(a)																							Zone Status (a)
Pension Plan		2017	2016		2017				2016				2015				Pension Plan								2022	2021			2022				2021				2020
AFTRA Retirement Plan^(b)		13-6414972-001		Green			$	6			$	6			$	5				(c)	AFTRA Retirement Plan (b)			13-6414972-001				Green				$	16			$	17			$	13			6/30/2024
Directors Guild of America - Producer		95-2892780-001		Green			8				6				6					6/30/2020
Directors Guild of America - Producer (b)																			Directors Guild of America - Producer (b)				95-2892780-001				Green				19				23				16				6/30/2023
Producer-Writers Guild of America	95-2216351-001		Green			15				12				11				5/1/2020	Producer-Writers Guild of America				95-2216351-001				Green				30				26				22				5/1/2023
Screen Actors Guild - Producers	95-2110997-001		Green			22				11				9				6/30/2020	Screen Actors Guild - Producers			95-2110997-001				Green				30				45				24				6/30/2023
Motion Picture Industry	95-1810805-001		Green			14				11				10				(d)	Motion Picture Industry			95-1810805-001				Green				63				66				35				(c)
I.A.T.S.E. Local No. 33 Pension Trust Fund ^(e)	95-6377503-001		Green			10				9				8				12/31/2019
I.A.T.S.E. Local No. 33 Pension Trust Fund																			I.A.T.S.E. Local No. 33 Pension Trust Fund			95-6377503-001				Green				5				10				3				3/31/2023
Other Plans						5				5				1					Other Plans											14				16				7
	Total contributions					$	80			$	60			$	50							Total contributions								$	177			$	203			$	120

(a) The ~~Zone~~zone status for each individual plan listed was certified by each plan’s actuary as of the beginning of the plan years for ~~2017~~2022 and ~~2016.~~2021. The plan year is the twelve months ending December 31 for each plan listed above except AFTRA Retirement Plan which has a plan year ending November 30.

(b) The Company was listed in ~~AFTRA Retirement Plan’s~~these plan’s most recent Form 5500 as providing more than 5% of total contributions for the ~~plan year ended November 30, 2016.~~plan.

~~(d) The expiration dates range from May 15, 2018 through June 30, 2020.~~

II-97

~~(e) The Company was listed~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in ~~I.A.T.S.E. Local No. 33 Pension Trust Fund’s Form 5500 as providing more than 5% of total contributions for the plan year ended December 31, 2016.~~millions, except per share amounts)

As a result of the above noted zone status there were no funding improvements or rehabilitation plans implemented, as defined by ERISA, nor any surcharges imposed for any of the individual plans listed.

~~The Company~~We also ~~contributes~~contribute to multiemployer plans that provide postretirement healthcare ~~defined contribution~~ and other benefits to certain employees under collective bargaining agreements. The contributions to these plans were ~~$30~~$192 million, ~~$28~~$184 million and ~~$26~~$95 million for the years ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015,~~2020, respectively.

~~The Company recognizes~~ We recognize the net periodic cost for multiemployer pension and postretirement benefit plans based on the required contributions to the plans.

Defined Contribution Plans

~~The Company sponsors~~We sponsor defined contribution plans for the benefit of substantially all employees meeting eligibility requirements. Employer contributions to such plans were ~~$42~~$137 million, ~~$35~~$106 million and ~~$39~~$91 million for the years ended December 31, ~~2017, 2016~~2022, 2021 and ~~2015,~~2020, respectively.

19) SEGMENT INFORMATION

The tables below set forth our financial information by reportable segment. Our operating segments, which are the same as our reportable segments, have been determined in accordance with our internal management structure, which is organized based upon products and services.

Beginning in the first quarter of 2022, primarily as a result of our increased strategic focus on our direct-to-consumer streaming businesses, we made certain changes to how we manage our businesses and allocate resources that resulted in the changes described below. Prior period results have been recast to conform to these presentation changes.

Management Structure Change

Our management structure was reorganized to focus on managing our business as the combination of three parts: a traditional media business, a portfolio of domestic and international streaming services, and a film studio. As a result, we realigned our operating segments and accordingly, beginning in 2022, and for all periods presented we are reporting results based on the segments in the tables below (see Note 1 for a description of each operating segment).

Intercompany License Fees

Concurrent with the change to our operating segments, we changed the way we record intersegment content licensing. Under our previous segment structure, management evaluated the results of our segments including intersegment content licensing at market value as if the sales were to third parties. Therefore, the licensor segment recorded intercompany license fee revenues and profits and the licensee segment recorded production costs in the amount of the license fee charged by the licensor, which generally reflected the cost to the Company plus a margin. The intercompany revenues and the margin embedded in the cost to the licensee were eliminated in consolidation.

II-98

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Under our new segment structure, management evaluates the results of the segments using an allocation of the total cost of content from the licensor segment to each licensee segment utilizing the content. As a result, content costs are allocated across segments based on the relative value of the distribution windows within each segment. The allocation is recorded by the licensor segment as a reduction of content cost and no intersegment licensing revenues or profits are recorded.

~~16)~~


Year Ended December 31,	2022		2021		2020
Revenues:
Advertising	$	9,350	$	10,105	$	9,062
Affiliate and subscription	8,180		8,413		8,037
Licensing and other	4,202		4,216		4,021
TV Media	21,732		22,734		21,120
Advertising	1,533		1,298		686
Subscription	3,371		2,029		1,129
Direct-to-Consumer	4,904		3,327		1,815
Advertising	23		18		18
Theatrical	1,223		241		180
Licensing and other	2,460		2,428		2,272
Filmed Entertainment	3,706		2,687		2,470
Eliminations	(188)		(162)		(120)
Total Revenues	$	30,154	$	28,586	$	25,285

Revenues generated between segments are principally from intersegment arrangements for the distribution of content, rental of studio space, and advertising, as well as licensing revenues earned from third parties who license our content to our internal platforms either through a sub-license or co-production arrangement. These transactions are recorded at market value as if the sales were to third parties and are eliminated in consolidation.


Year Ended December 31,	2022		2021		2020
Intercompany Revenues:
TV Media	$	66	$	87	$	88
Direct-to-Consumer	—		2		2
Filmed Entertainment	122		73		30
Total Intercompany Revenues	$	188	$	162	$	120

II-99

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)


Year Ended December 31,	2022		2021		2020
Adjusted OIBDA:
TV Media	$	5,451	$	5,892	$	5,816
Direct-to-Consumer	(1,819)		(992)		(171)
Filmed Entertainment	272		207		158
Corporate/Eliminations	(470)		(491)		(485)
Stock-based compensation	(158)		(172)		(186)
Depreciation and amortization	(405)		(390)		(430)
Restructuring and other corporate matters	(585)		(100)		(618)
Programming charges	—		—		(159)
Net gain on dispositions	56		2,343		214
Operating income	2,342		6,297		4,139
Interest expense	(931)		(986)		(1,031)
Interest income	108		53		60
Net gains (losses) from investments	(9)		47		206
Loss on extinguishment of debt	(120)		(128)		(126)
Other items, net	(124)		(77)		(101)
Earnings from continuing operations before income taxes and equity in loss of investee companies	1,266		5,206		3,147
Provision for income taxes	(227)		(646)		(535)
Equity in loss of investee companies, net of tax	(204)		(91)		(28)
Net earnings from continuing operations	835		4,469		2,584
Net earnings from discontinued operations, net of tax	379		162		117
Net earnings (Paramount and noncontrolling interests)	1,214		4,631		2,701
Net earnings attributable to noncontrolling interests	(110)		(88)		(279)
Net earnings attributable to Paramount	$	1,104	$	4,543	$	2,422


Year Ended December 31,	2022		2021		2020
Revenues: (a)
United States	$	24,412	$	23,320	$	20,690
International	5,742		5,266		4,595
Total Revenues	$	30,154	$	28,586	$	25,285

(a) Revenue classifications are based on customers’ locations.


At December 31,	2022		2021
Long-lived Assets: (a)
United States	$	18,231	$	16,075
International	1,458		897
Total Long-lived Assets	$	19,689	$	16,972

(a) Reflects total assets less current assets, investments, goodwill, intangible assets, noncurrent receivables and noncurrent deferred tax assets.

We do not disclose our assets by segment because they are not used to evaluate our operating performance or in determining the allocation of resources.

II-100

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

20) COMMITMENTS AND CONTINGENCIES

~~The Company’s~~Commitments

Our commitments not recorded on the balance sheet primarily consist of programming and talent commitments ~~operating lease arrangements~~ and purchase obligations for goods and services resulting from ~~the Company’s~~our normal course of business.

~~Programming~~Our programming and talent commitments, ~~of the Company,~~ estimated to aggregate ~~$10.41~~to $33.73 billion as of December 31, ~~2017, primarily~~2022, include ~~$7.30~~$29.50 billion for sports programming rights ~~$2.44~~and $4.23 billion relating to the production and licensing of television and film programming, ~~and $672 million for~~including talent contracts. ~~The Company~~We also ~~has~~have committed purchase obligations which include agreements to purchase goods or services in the future that totaled ~~$790 million~~$1.73 billion as of December 31, ~~2017.~~2022.

Other long-term contractual obligations recorded on the ~~Company’s~~ Consolidated Balance Sheet include program ~~liabilities;~~liabilities, participations, ~~due to producers; residuals;~~residuals, and a tax liability resulting from ~~the enactment of the Tax Reform Act~~federal tax legislation enacted in December 2017. This tax liability reflects the ~~estimated~~remaining tax on the Company’s historical accumulated foreign earnings and profits, which is payable to the IRS ~~over eight years.~~in 2024 and 2025.

At December 31, ~~2017,~~2022, commitments for programming and talent and purchase obligations not recorded on the balance sheet, and other long-term contractual obligations recorded on the balance sheet were payable as follows:


	Payments Due by Period
													2028 and
	Total		2023		2024		2025		2026		2027		Thereafter
Off-Balance Sheet Arrangements
Programming and talent commitments	$	33,729	$	4,233	$	3,990	$	3,004	$	2,890	$	2,632	$	16,980
Purchase obligations	$	1,729	$	693	$	561	$	258	$	145	$	21	$	51

On-Balance Sheet Arrangements
Other long-term contractual obligations	$	2,287	$	—	$	1,288	$	683	$	255	$	53	$	8

Programming and Talent Purchase Obligations Other Long-Term Contractual Obligations
2018 $ 2,281
$ 218
$ —

2019 2,310
226
661

2020 1,753
197
420

2021 1,692
56
256

2022 1,584
22
169

2023 and thereafter 794
71
328

Total $ 10,414
$ 790
$ 1,834

~~The Company has~~We also have long-term ~~noncancellable operating~~ lease commitments for office space, equipment, transponders and studio ~~facilities. The Company also enters into capital leases~~facilities, which are recorded on the Consolidated Balance Sheet at December 31, 2022. See Note 11 for ~~satellite transponders.~~details of our operating lease commitments.

Guarantees

Letters of Credit and Surety Bonds.At December 31, ~~2017, future minimum rental payments under noncancellable operating leases~~2022, we had outstanding letters of credit and surety bonds of $178 million that were not recorded on the Consolidated Balance Sheet. Letters of credit and surety bonds are primarily used as security against non-performance in the normal course of business.

CBS Television City. In connection with ~~terms~~the sale of CBS Television City property and sound stage operation (“CBS Television City”) in ~~excess~~2019, we guaranteed a specified level of ~~one year and payments under capital leases are as follows:~~

Leases
Capital Operating
2018 $ 19
$ 155
2019 14
129
2020 13
111
2021 11
104
2022 5
96
2023 and thereafter —
527
Total minimum payments $ 62
$ 1,122
Less amounts representing interest 5

Present value of minimum payments $ 57

~~Future minimum operating lease payments have been reduced~~cash flows to be generated by ~~future minimum sublease income~~the business during the first five years following the completion of ~~$47 million. Rent expense was $181 million in 2017, $167 million in 2016 and $174 million~~ in ~~2015.~~the sale. Included in ~~net earnings (loss) from discontinued operations was rent expense~~“Other current liabilities” and “Other liabilities” on the Consolidated Balance Sheet at December 31, 2022 is a liability totaling $51 million, reflecting the present value of ~~$32 million in 2017~~, ~~$36 million in 2016 and $37 million in 2015.~~the remaining estimated amount payable under the guarantee obligation.

II-101

~~CBS CORPORATION~~PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

~~Guarantees~~

~~The Company has~~Lease Guarantees. We have certain indemnification obligations with respect to ~~letters~~leases primarily associated with the previously discontinued operations of ~~credit and surety bonds primarily used as security against non-performance in the normal course of business. At~~Famous Players. These lease commitments totaled $20 million at December 31, ~~2017, the outstanding letters of credit~~2022, and ~~surety bonds approximated $99 million and were not recorded~~are presented within “Other liabilities” on the Consolidated Balance Sheet. The amount of lease commitments varies over time depending on the expiration or termination of individual underlying leases, or the related indemnification obligation, and foreign exchange rates, among other things. We may also have exposure for certain other expenses related to the leases, such as property taxes and common area maintenance. We believe our accrual is sufficient to meet any future obligations based on our consideration of available financial information, the lessees’ historical performance in meeting their lease obligations and the underlying economic factors impacting the lessees’ business models.

In the course of ~~its~~our business, ~~the Company~~we both ~~provides~~provide and ~~receives~~receive indemnities which are intended to allocate certain risks associated with business transactions. Similarly, ~~the Company~~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. ~~The Company records~~We record a liability for ~~its~~our indemnification obligations and other contingent liabilities when probable and reasonably estimable.

Legal Matters

~~General.~~General

Stockholder Matters

Litigation Relating to the Merger

II-102

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

Investigation-Related Matters

In August 2018 and in October 2018, Gene Samit and John Lantz, respectively, filed putative class action lawsuits in the U.S. District Court for the Southern District of New York, individually and on behalf of others similarly situated, for claims that are similar to those alleged in the amended complaint described below. In November 2018, the Court entered an order consolidating the two actions. Subsequently, in November 2018, the Court appointed Construction Laborers Pension Trust for Southern California as the lead plaintiff of the consolidated action. In February 2019, the lead plaintiff filed a consolidated amended putative class action complaint against CBS, certain current and former senior executives and members of the CBS Board of Directors. The consolidated action is stated to be on behalf of purchasers of CBS Class A Common Stock and Class B Common Stock between September 26, 2016 and December 4, 2018. This action seeks to recover damages arising during this time period allegedly caused by the defendants’ purported violations of the federal securities laws, including by allegedly making materially false and misleading statements or failing to disclose material information, and seeks costs and expenses as well as remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. In April 2019, the defendants filed motions to dismiss this action, which the Court granted in part and denied in part in January 2020. With the exception of one statement made by Mr. Moonves at an industry event in November 2017, in which he allegedly was acting as the agent of CBS, all claims as to all other allegedly false and misleading statements were dismissed. We reached an agreement with the plaintiffs to settle the lawsuit for $14.75 million, which was paid by our insurers. The settlement, which includes no admission of liability or wrongdoing by the Company, was granted final approval by the Court in November 2022.

II-103

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

York State Attorney General’s Office to resolve that matter. After credits for the settlement amount to be paid in the consolidated federal securities class action discussed above, and certain financial ~~position~~commitments to human resources-related programs made by CBS in connection with an earlier resolution with the Civil Rights Bureau of the New York State Attorney General’s Office, the Company has made a payment of $7.25 million, which by agreement with the Investor Protection Bureau will be distributed in connection with the federal securities class action settlement discussed above. The resolution with the Investor Protection Bureau includes no admission of liability or ~~cash flows. Under~~wrongdoing by the ~~Separation~~Company. In December 2022, we received a termination letter from the SEC, indicating that it does not intend to recommend an enforcement action against the Company. We may continue to receive additional related regulatory and investigative inquiries from these and other entities in the future.

Litigation Related to Stock Offerings

In August 2021, Camelot Event Driven Fund filed a putative securities class action lawsuit in New York Supreme Court, County of New York, and in November 2021, an amended complaint was filed that, among other changes, added an additional named plaintiff (as used in this paragraph, the “Complaint”). The Complaint is purportedly on behalf of investors who purchased shares of the Company’s Class B Common Stock and 5.75% Series A Mandatory Convertible Preferred Stock pursuant to public securities offerings completed in March 2021, and was filed against the Company, certain senior executives, members of our Board of Directors, and the underwriters involved in the offerings. The Complaint asserts violations of federal securities law and alleges that the offering documents contained material misstatements and omissions, including through an alleged failure to adequately disclose certain total return swap transactions involving Archegos Capital Management referenced to our securities and related alleged risks to the Company’s stock price. In December 2021, the plaintiffs filed a stipulation seeking the voluntary dismissal without prejudice of the outside director defendants from the lawsuit, which the Court subsequently ordered. On the same date, the defendants filed motions to dismiss the lawsuit, which were heard in January 2023. On February 7, 2023, the Court dismissed all claims against the Company while allowing the claims against the underwriters to proceed.

Litigation Related to Television Station Owners

Litigation Related to the Proposed Sale of Simon & Schuster

In November 2021, the U.S. Department of Justice filed suit in the U.S. District Court for the District of Columbia to block our sale of the Simon & Schuster business to Penguin Random House pursuant to a Share Purchase Agreement (the “Purchase Agreement”), dated November 24, 2020, between the Company, certain of its subsidiaries, Penguin Random House and ~~Viacom Inc.,~~Bertelsmann SE & Co. KGaA. In October 2022, following a bench trial, the ~~Company~~Court blocked the sale. In November 2022, we terminated the Purchase Agreement and ~~Viacom Inc. have agreed to defend and indemnify the other~~subsequently received a $200 million termination fee.

II-104

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in ~~certain litigation in which the Company and/or Viacom Inc. is named.~~millions, except per share amounts)

Claims Related to Former ~~Businesses: Asbestos.~~ ~~The Company is~~Businesses

Asbestos

Claims are frequently filed and/or settled in groups, which may make the amount and timing of settlements, and the number of pending claims, subject to significant fluctuation from period to period. ~~The Company does~~We do not report as pending those claims on inactive, stayed, deferred or similar dockets ~~which~~that some jurisdictions have established for claimants who allege minimal or no impairment. As of December 31, ~~2017, the Company~~2022, we had pending approximately ~~31,660~~21,580 asbestos claims, as compared with approximately ~~33,610~~27,770 as of December 31, ~~2016~~2021 and ~~36,030~~30,710 as of December 31, ~~2015.~~2020. During ~~2017, the Company~~2022, we received approximately ~~3,530~~2,840 new claims and closed or moved to an inactive docket approximately ~~5,480~~9,030 claims. ~~The Company reports~~We report claims as closed when ~~it becomes~~we become aware that a dismissal order has been entered by a court or when ~~the Company has~~we have reached agreement with the claimants on the material terms of a settlement. Settlement costs depend on the seriousness of the injuries that form the basis of the claims, the quality of evidence supporting the claims and other factors. ~~The Company’s~~Our total costs for the years ~~2017~~2022 and ~~2016~~2021 for settlement and defense of asbestos claims after insurance recoveries and net of tax were approximately $57 million and ~~$48~~$63 million, respectively. ~~The Company’s~~Our costs for settlement and defense of asbestos claims may vary year to year and insurance proceeds are not always recovered in the same period as the insured portion of the expenses.

Filings include claims for individuals suffering from mesothelioma, a rare cancer, the risk of which is allegedly increased by exposure to asbestos; lung cancer, a cancer which may be caused by various factors, one of which is alleged to be asbestos exposure; other cancers, and conditions that are substantially less serious, including claims brought on behalf of individuals who are asymptomatic as to an allegedly asbestos-related disease. The ~~Company believes~~predominant number of pending claims against us are non-cancer claims. It is difficult to predict future asbestos liabilities, as events and circumstances may impact the estimate of our asbestos liabilities, including, among others, the number and types of claims and average cost to resolve such claims. We record an accrual for a loss contingency when it is both probable that ~~its reserves~~a liability has been incurred and ~~insurance are adequate to cover its asbestos liabilities. This belief~~when the amount of the loss can be reasonably estimated. Our liability estimate is based upon many factors, ~~and assumptions,~~ including the number of outstanding claims, estimated average cost per claim, the breakdown of claims by disease type, historic claim filings, costs per claim of resolution and the filing of new claims, as well as consultation with a third party firm on trends that may impact our future asbestos liability. While we believe that our accrual for matters related to our predecessor operations, including environmental and asbestos, are adequate, there can be no assurance that circumstances will not change in future periods, and as a result our actual liabilities may be higher or lower than our accrual.

Other

From time to time, we receive claims from federal and state environmental regulatory agencies and other entities asserting that we are or may be liable for environmental cleanup costs and related damages principally relating to our historical and predecessor operations. In addition, from time to time we receive personal injury claims including toxic tort and product liability claims (other than asbestos) arising from our historical operations and predecessors.

II-105

~~CBS CORPORATION~~

PARAMOUNT GLOBAL AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Tabular dollars in millions, except per share amounts)

new claims. While the number of asbestos claims filed against the Company has remained generally flat in recent years, it is difficult to predict future asbestos liabilities, as events and circumstances may occur including, among others, the number and types of claims and average cost to resolve such claims, which could affect the Company’s estimate of its asbestos liabilities.

~~Other.~~ The Company from time to time receives claims from federal and state environmental regulatory agencies and other entities asserting that it is or may be liable for environmental cleanup costs and related damages principally relating to historical and predecessor operations of the Company. In addition, the Company from time to time receives personal injury claims including toxic tort and product liability claims (other than asbestos) arising from historical operations of the Company and its predecessors.

~~17) REPORTABLE SEGMENTS~~21) SUPPLEMENTAL FINANCIAL INFORMATION

The following ~~tables set forth~~table presents the Company’s financial performance by reportable segment. The Company’s operating segments, which are the same as its reportable segments, have been determined in accordance with the Company’s internal management structure, which is organized based upon products and services.

Year Ended December 31, 2017
2016
2015
Revenues:
Entertainment $ 9,164
$ 8,877
$ 8,438
Cable Networks 2,501
2,160
2,242
Publishing 830
767
780
Local Media 1,668
1,779
1,592
Corporate/Eliminations (471 ) (417 ) (381 )
Total Revenues $ 13,692
$ 13,166
$ 12,671

Revenues generated between segments primarily reflect advertising sales, television and feature film license fees and station affiliation fees. These transactions are recorded at market value as if the sales were to third parties and are eliminated in consolidation.

Year Ended December 31, 2017
2016
2015
Intercompany Revenues:
Entertainment $ 480
$ 434
$ 384
Cable Networks 1
1
—
Local Media 13
8
9
Total Intercompany Revenues $ 494
$ 443
$ 393

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~The Company presents operating income (loss) excluding pension settlement charges, restructuring charges, merger and acquisition-related costs, and other operating~~components of Other items, net ~~each where applicable, (“Segment Operating Income”) as~~on the ~~primary measure~~Consolidated Statements of profit and loss for its operating segments (“segment profit measure”) in accordance with FASB guidance for segment reporting. The Company believes the presentation of Segment Operating Income is relevant and useful for investors because it allows investors to view segment performance in a manner similar to the primary method used by the Company’s management and enhances their ability to understand the Company’s operating performance.Operations.

Year Ended December 31, 2017 2016 2015
Segment Operating Income (Loss):
Entertainment $ 1,554
$ 1,519
$ 1,294
Cable Networks 996
959
945
Publishing 132
119
114
Local Media 492
618
487
Corporate (355 ) (354 ) (276 )
Total Segment Operating Income 2,819
2,861
2,564
Pension settlement charges (352 ) (211 ) —
Restructuring and merger and acquisition-related costs (63 ) (38 ) (45 )
Other operating items, net 19
9
139
Operating income 2,423
2,621
2,658
Interest expense (457 ) (411 ) (392 )
Interest income 64
32
24
Loss on early extinguishment of debt (49 ) —
—
Other items, net (2 ) (12 ) (26 )
Earnings from continuing operations before income taxes and
equity in loss of investee companies
1,979
2,230
2,264
Provision for income taxes (633 ) (628 ) (676 )
Equity in loss of investee companies, net of tax (37 ) (50 ) (34 )
Net earnings from continuing operations 1,309
1,552
1,554
Net loss from discontinued operations, net of tax (952 ) (291 ) (141 )
Net earnings $ 357
$ 1,261
$ 1,413

Year Ended December 31, 2017 2016 2015
Depreciation and Amortization:

Entertainment $ 115
$ 117
$ 126
Cable Networks 23
23
23
Publishing 6
6
6
Local Media 45
44
48
Corporate 34
35
32
Total Depreciation and Amortization $ 223
$ 225
$ 235

Year Ended December 31, 2017 2016 2015
Stock-based Compensation:
Entertainment $ 66
$ 61
$ 61
Cable Networks 12
12
11
Publishing 5
4
4
Local Media 12
12
11
Corporate 84
76
70
Total Stock-based Compensation $ 179
$ 165
$ 157

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Year Ended December 31, 2017 2016 2015
Capital Expenditures:
Entertainment $ 98
$ 98
$ 99
Cable Networks 20
19
18
Publishing 5
9
10
Local Media 32
37
28
Corporate 30
33
16
Total Capital Expenditures $ 185
$ 196
$ 171

At December 31, 2017 2016
Assets:
Entertainment $ 12,626
$ 11,262
Cable Networks 2,878
2,618
Publishing 906
880
Local Media 4,042
4,065
Corporate/Eliminations 378
817
Discontinued operations 13
4,596
Total Assets $ 20,843
$ 24,238

Year Ended December 31, 2017
2016
2015
Revenues by Type:
Advertising $ 5,753
$ 6,288
$ 5,824
Content licensing and distribution 3,952
3,673
3,903
Affiliate and subscription fees 3,758
2,978
2,724
Other 229
227
220
Total Revenues $ 13,692
$ 13,166
$ 12,671

Year Ended December 31, 2017 2016 2015
Revenues: ^(a)

United States $ 11,675
$ 11,317
$ 10,667
International 2,017
1,849
2,004
Total Revenues $ 13,692
$ 13,166
$ 12,671

~~(a) Revenue classifications are based on customers’ locations.~~

At December 31, 2017
2016
Long-lived Assets: ^(a)

United States $ 13,699
$ 17,476
International 495
407
Total Long-lived Assets $ 14,194
$ 17,883


Year Ended December 31,	2022		2021		2020
Pension and postretirement benefit costs	$	(65)	$	(43)	$	(69)
Foreign exchange losses	(58)		(26)		(35)
Pension settlement charge (a)	—		(10)		—
Other	(1)		2		3
Other items, net	$	(124)	$	(77)	$	(101)

(a) Reflects ~~total assets from both continuing and discontinued operations less current assets, investments and noncurrent deferred tax assets.~~the accelerated recognition of a portion of the unamortized actuarial losses due to the volume of lump sum benefit payments in one of our pension plans.

~~Transactions within~~Redeemable Noncontrolling Interest

On October 31, 2022 we acquired the ~~Company between the United States and international regions~~remaining 40% interest in Nickelodeon UK Limited (“Nick UK”), bringing our ownership to 100%. Prior to this transaction, we were ~~not significant.~~

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~18) SUPPLEMENTAL CASH FLOW INFORMATION~~

Year Ended December 31, 2017 2016 2015
Cash paid for interest:
Continuing operations $ 448
$ 407
$ 349
Discontinued operations 70
8
—
Total $ 518
$ 415
$ 349

Year Ended December 31, 2017
2016
2015
Cash paid for income taxes:
Continuing operations $ 365

$ 373

$ 199
Discontinued operations 26
119
84
Total $ 391
$ 492
$ 283

Year Ended December 31, 2017 2016 2015
Noncash investing and financing activities:
Shares received in split-off of CBS Radio (Note 4) $ 1,007
$ —
$ —
Noncash additions to property and equipment $ 31
$ —
$ —
Equipment acquired under capitalized leases $ 5
$ 10
$ 3

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~19) QUARTERLY FINANCIAL DATA (unaudited):~~

First Second Third Fourth
2017 Quarter Quarter Quarter
Quarter ^{(b) (c)}
Total Year
Revenues:
Entertainment $ 2,347
$ 2,184
$ 1,815
$ 2,818
$ 9,164
Cable Networks 543
571
840
547
2,501
Publishing 161
206
228
235
830
Local Media 409
412
397
450
1,668
Corporate/Eliminations (117 ) (116 ) (109 ) (129 ) (471 )
Total Revenues $ 3,343
$ 3,257
$ 3,171
$ 3,921
$ 13,692
Segment Operating Income (Loss):

Entertainment $ 398
$ 346
$ 345
$ 465
$ 1,554
Cable Networks 248
253
294
201
996
Publishing 14
28
46
44
132
Local Media 123
127
105
137
492
Corporate (79 ) (85 ) (83 ) (108 ) (355 )
Total Segment Operating Income 704
669
707
739
2,819
Pension settlement charge —
—
—
(352 ) (352 )
Restructuring charges —
—
—
(63 ) (63 )
Other operating items, net —
—
—
19
19
Total Operating Income $ 704
$ 669
$ 707
$ 343
$ 2,423
Net earnings from continuing operations $ 454
$ 397
$ 418
$ 40
$ 1,309
Net earnings (loss) ^(a)
$ (252 ) $ 58
$ 592
$ (41 ) $ 357

Basic net earnings per common share:
Net earnings from continuing operations $ 1.11
$ .98
$ 1.04
$ .10
$ 3.26
Net earnings (loss) $ (.61 ) $ .14
$ 1.48
$ (.10 ) $ .89
Diluted net earnings per common share:
Net earnings from continuing operations $ 1.09
$ .97
$ 1.03
$ .10
$ 3.22
Net earnings (loss) $ (.61 ) $ .14
$ 1.46
$ (.10 ) $ .88

Weighted average number of common shares
outstanding:
Basic 410
405
401
391
401
Diluted 416
410
406
395
407

Dividends per common share $ .18
$ .18
$ .18
$ .18
$ .72

~~(a) CBS Radio has been presented~~subject to a redeemable put option with respect to Nick UK, which was classified as ~~a discontinued operation for all periods presented. In the fourth quarter of 2017, the Company recorded a loss~~“Redeemable noncontrolling interest” on the split-off of CBS Radio of $105 million. During 2017, prior to the split-off, the Company recorded a market value adjustment of $980 million, including a charge of $715 million, a charge of $365 millionConsolidated Balance Sheets at December 31, 2021 and ~~a gain of $100 million in the first, second and third quarter, respectively, to reduce the carrying value of CBS Radio to the value indicated by the stock valuation of Entercom (See Note 4).~~

~~(b) In the fourth quarter of 2017, the Company recorded a pension settlement charge of $352 million~~2020. The activity reflected within redeemable noncontrolling interest for the ~~settlement of pension obligations resulting from the transfer of pension obligations to an insurance company through the purchase of a group annuity contract (See Note 15).~~years ended December 31, 2022, 2021 and 2020 is presented below.

~~(c) In the fourth quarter of 2017, the Company recorded a provisional charge of $129 million, or $.32 per diluted share, resulting from the enactment of the Tax Reform Act.~~


Year Ended December 31,	2022		2021		2020
Beginning balance	$	107	$	197	$	254
Net earnings	4		14		11
Distributions	(6)		(5)		(15)
Translation adjustment	(20)		(5)		7
Redemption value adjustment	17		(94)		(60)
Purchase of noncontrolling interest	(102)		—		—
Ending balance	$	—	$	107	$	197

Supplemental Cash Flow Information


Year Ended December 31,	2022		2021		2020
Cash paid for interest	$	920	$	970	$	965

Cash paid for income taxes:
Continuing operations	$	61	$	291	$	411
Discontinued operations	12		43		55
Total cash paid for income taxes	$	73	$	334	$	466

II-106

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

First Second Third Fourth
2016 ^(a)
Quarter Quarter Quarter
Quarter^{(b) (c)}
Total Year
Revenues:
Entertainment $ 2,587
$ 1,947
$ 1,949
$ 2,394
$ 8,877
Cable Networks 525
536
598
501
2,160
Publishing 145
187
226
209
767
Local Media 448
396
409
526
1,779
Corporate/Eliminations (117 ) (90 ) (98 ) (112 ) (417 )
Total Revenues $ 3,588
$ 2,976
$ 3,084
$ 3,518
$ 13,166
Segment Operating Income (Loss):
Entertainment $ 449
$ 351
$ 348
$ 371
$ 1,519
Cable Networks 228
227
285
219
959
Publishing 13
26
44
36
119
Local Media 150
130
122
216
618
Corporate (84 ) (83 ) (78 ) (109 ) (354 )
Total Segment Operating Income 756
651
721
733
2,861
Pension settlement charge —
—
—
(211 ) (211 )
Restructuring and merger and
acquisition-related costs
—
—
—
(38 ) (38 )
Other operating items, net 9
—
—
—
9
Total Operating Income $ 765
$ 651
$ 721
$ 484
$ 2,621
Net earnings from continuing operations $ 442
$ 373
$ 466
$ 271
$ 1,552
Net earnings (loss) $ 473
$ 423
$ 478
$ (113 ) $ 1,261

Basic net earnings per common share:
Net earnings from continuing operations $ .96
$ .83
$ 1.05
$ .64
$ 3.50
Net earnings (loss) $ 1.03
$ .94
$ 1.08
$ (.27 ) $ 2.84
Diluted net earnings per common share:
Net earnings from continuing operations $ .95
$ .82
$ 1.04
$ .63
$ 3.46
Net earnings (loss) $ 1.02
$ .93
$ 1.07
$ (.26 ) $ 2.81

Weighted average number of common shares
outstanding:
Basic 459
451
442
424
444
Diluted 464
455
446
429
448

Dividends per common share $ .15
$ .15
$ .18
$ .18
$ .66

~~(a) CBS Radio has been presented as a discontinued operation for all periods presented.~~

(b) In the fourth quarter of 2016, the Company recorded a noncash impairment charge of $444 million to reduce the carrying value of CBS Radio’s goodwill and FCC licenses to their fair value. This charge has been presented in discontinued operations (See Note 4).

(c) In the fourth quarter of 2016, the Company recorded a pension settlement charge of $211 million for the settlement of pension obligations resulting from the completion of the Company’s offer to eligible former employees to receive lump-sum distributions of their pension benefits (See Note 15).

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

~~20) CONDENSED CONSOLIDATING FINANCIAL STATEMENTS~~

CBS Operations Inc. is a wholly owned subsidiary of the Company. CBS Operations Inc. has fully and unconditionally guaranteed CBS Corp.’s senior debt securities (See Note 9). The following condensed consolidating financial statements present the results of operations, financial position and cash flows of CBS Corp., CBS Operations Inc., the direct and indirect Non-Guarantor Affiliates of CBS Corp. and CBS Operations Inc., and the eliminations necessary to arrive at the information for the Company on a consolidated basis.

Statement of Operations
For the Year Ended December 31, 2017
CBS Corp.
CBS
Operations
Inc.

Non-
Guarantor
Affiliates
Eliminations
CBS Corp.
Consolidated
Revenues $ 172
$ 10
$ 13,510
$ —
$ 13,692
Costs and expenses:
Operating 95
6
8,337
—
8,438
Selling, general and administrative 87
286
1,839
—
2,212
Depreciation and amortization 5
23
195
—
223
Pension settlement charge 352
—
—
—
352
Restructuring charges —
2
61
—
63
Other operating items, net —
—
(19 ) —
(19 )
Total costs and expenses 539
317
10,413
—
11,269
Operating income (loss) (367 ) (307 ) 3,097
—
2,423
Interest (expense) income, net (509 ) (486 ) 602
—
(393 )
Loss on early extinguishment of debt (49 ) —
—
—
(49 )
Other items, net 1
(42 ) 39
—
(2 )
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies (924 ) (835 ) 3,738
—
1,979
Benefit (provision) for income taxes 266
240
(1,139 ) —
(633 )
Equity in earnings (loss) of investee companies,
net of tax
1,014
1,374
(37 ) (2,388 ) (37 )
Net earnings from continuing operations 356
779
2,562
(2,388 ) 1,309
Net earnings (loss) from discontinued operations, net of tax 1
(5 ) (948 ) —
(952 )
Net earnings $ 357
$ 774
$ 1,614
$ (2,388 ) $ 357
Total comprehensive income $ 462
$ 763
$ 1,640
$ (2,403 ) $ 462

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Statement of Operations
For the Year Ended December 31, 2016
CBS Corp.
CBS
Operations
Inc.

Non-
Guarantor
Affiliates
Eliminations
CBS Corp.
Consolidated
Revenues $ 181
$ 12
$ 12,973
$ —
$ 13,166
Costs and expenses:
Operating 67
6
7,883
—
7,956
Selling, general and administrative 80
297
1,747
—
2,124
Depreciation and amortization 5
23
197
—
225
Pension settlement charge 211
—
—
—
211
Restructuring and merger and acquisition-related costs —
2
36
—
38
Other operating items, net —
—
(9 ) —
(9 )
Total costs and expenses 363
328
9,854
—
10,545
Operating income (loss) (182 ) (316 ) 3,119
—
2,621
Interest (expense) income, net (502 ) (433 ) 556
—
(379 )
Other items, net (3 ) 19
(28 ) —
(12 )
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies (687 ) (730 ) 3,647
—
2,230
Benefit (provision) for income taxes 212
224
(1,064 ) —
(628 )
Equity in earnings (loss) of investee companies,
net of tax
1,736
1,077
(50 ) (2,813 ) (50 )
Net earnings from continuing operations 1,261
571
2,533
(2,813 ) 1,552
Net loss from discontinued operations, net of tax —
(1 ) (290 ) —
(291 )
Net earnings $ 1,261
$ 570
$ 2,243
$ (2,813 ) $ 1,261
Total comprehensive income $ 1,264
$ 595
$ 2,212
$ (2,807 ) $ 1,264

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Statement of Operations
For the Year Ended December 31, 2015
CBS Corp.
CBS
Operations
Inc.

Non-
Guarantor
Affiliates
Eliminations
CBS Corp.
Consolidated
Revenues $ 148
$ 11
$ 12,512
$ —
$ 12,671
Costs and expenses:
Operating 65
5
7,841
—
7,911
Selling, general and administrative 46
243
1,672
—
1,961
Depreciation and amortization 6
20
209
—
235
Restructuring charges —
—
45
—
45
Other operating items, net (117 ) —
(22 ) —
(139 )
Total costs and expenses —
268
9,745
—
10,013
Operating income (loss) 148
(257 ) 2,767
—
2,658
Interest (expense) income, net (486 ) (403 ) 521
—
(368 )
Other items, net (3 ) 9
(32 ) —
(26 )
Earnings (loss) from continuing operations before income taxes and equity in earnings (loss) of investee companies (341 ) (651 ) 3,256
—
2,264
Benefit (provision) for income taxes 160
215
(1,051 ) —
(676 )
Equity in earnings (loss) of investee companies,
net of tax
1,593
1,090
(34 ) (2,683 ) (34 )
Net earnings from continuing operations 1,412
654
2,171
(2,683 ) 1,554
Net earnings (loss) from discontinued operations, net of tax 1
(1 ) (141 ) —
(141 )
Net earnings $ 1,413
$ 653
$ 2,030
$ (2,683 ) $ 1,413
Total comprehensive income $ 1,378
$ 660
$ 2,030
$ (2,690 ) $ 1,378

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Balance Sheet
At December 31, 2017
CBS Corp.
CBS
Operations
Inc.

Non-
Guarantor
Affiliates
Eliminations
CBS Corp.
Consolidated
Assets
Cash and cash equivalents $ 173
$ —
$ 112
$ —
$ 285
Receivables, net 29
2
3,666
—
3,697
Programming and other inventory 3
3
1,822
—
1,828
Prepaid expenses and other current assets 130
28
340
(36 ) 462
Current assets of discontinued operations —
—
1
—
1
Total current assets 335
33
5,941
(36 ) 6,273
Property and equipment 49
217
2,785
—
3,051
Less accumulated depreciation and amortization 27
163
1,581
—
1,771
Net property and equipment 22
54
1,204
—
1,280
Programming and other inventory 3
4
2,874
—
2,881
Goodwill 98
62
4,731
—
4,891
Intangible assets —
—
2,666
—
2,666
Investments in consolidated subsidiaries 45,504
15,225
—
(60,729 ) —
Other assets 162
5
2,673
—
2,840
Intercompany —
1,221
29,562
(30,783 ) —
Assets of discontinued operations —
—
12
—
12
Total Assets $ 46,124
$ 16,604
$ 49,663
$ (91,548 ) $ 20,843
Liabilities and Stockholders’ Equity

Accounts payable $ 1
$ 30
$ 200
$ —
$ 231
Participants’ share and royalties payable
—
—
986
—
986
Program rights 4
4
365
—
373
Commercial paper 679
—
—
—
679
Current portion of long-term debt 2
—
17
—
19
Accrued expenses and other current liabilities 352
264
1,072
(36 ) 1,652
Current liabilities of discontinued operations —
5
27
—
32
Total current liabilities 1,038
303
2,667
(36 ) 3,972
Long-term debt 9,378
—
86
—
9,464
Other liabilities 2,947
234
2,206
—
5,387
Liabilities of discontinued operations —
—
42
—
42
Intercompany 30,783
—
—
(30,783 ) —
Stockholders’ Equity:
Preferred stock —
—
126
(126 ) —
Common stock 1
123
590
(713 ) 1
Additional paid-in capital 43,797
—
60,894
(60,894 ) 43,797
Retained earnings (deficit) (18,900 ) 16,257
(12,224 ) (4,033 ) (18,900 )
Accumulated other comprehensive income (loss) (662 ) 18
76
(94 ) (662 )
24,236
16,398
49,462
(65,860 ) 24,236
Less treasury stock, at cost 22,258
331
4,800
(5,131 ) 22,258
Total Stockholders’ Equity
1,978
16,067
44,662
(60,729 ) 1,978
Total Liabilities and Stockholders’ Equity
$ 46,124
$ 16,604
$ 49,663
$ (91,548 ) $ 20,843

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Balance Sheet
At December 31, 2016
CBS Corp.
CBS
Operations
Inc.

Non-
Guarantor
Affiliates
Eliminations
CBS Corp.
Consolidated
Assets
Cash and cash equivalents $ 321
$ —
$ 277
$ —
$ 598
Receivables, net 27
2
3,285
—
3,314
Programming and other inventory 3
3
1,421
—
1,427
Prepaid expenses and other current assets 102
55
297
(35 ) 419
Current assets of discontinued operations —
—
305
—
305
Total current assets 453
60
5,585
(35 ) 6,063
Property and equipment 47
201
2,687
—
2,935
Less accumulated depreciation and amortization 25
140
1,529
—
1,694
Net property and equipment 22
61
1,158
—
1,241
Programming and other inventory 5
7
2,427
—
2,439
Goodwill 98
62
4,704
—
4,864
Intangible assets —
—
2,633
—
2,633
Investments in consolidated subsidiaries 44,473
13,853
—
(58,326 ) —
Other assets 150
8
2,549
—
2,707
Intercompany —
1,785
26,976
(28,761 ) —
Assets of discontinued operations —
3
4,288
—
4,291
Total Assets $ 45,201
$ 15,839
$ 50,320
$ (87,122 ) $ 24,238
Liabilities and Stockholders’ Equity

Accounts payable $ 1
$ 3
$ 144
$ —
$ 148
Participants’ share and royalties payable —
—
1,024
—
1,024
Program rights 4
4
282
—
290
Commercial paper 450
—
—
—
450
Current portion of long-term debt 6
—
17
—
23
Accrued expenses and other current liabilities 421
284
948
(35 ) 1,618
Current liabilities of discontinued operations —
—
155
—
155
Total current liabilities 882
291
2,570
(35 ) 3,708
Long-term debt 8,798
—
104
—
8,902
Other liabilities 3,071
244
2,173
—
5,488
Liabilities of discontinued operations —
—
2,451
—
2,451
Intercompany 28,761
—
—
(28,761 ) —
Stockholders’ Equity:

Preferred stock —
—
126
(126 ) —
Common stock 1
123
590
(713 ) 1
Additional paid-in capital 43,913
—
60,894
(60,894 ) 43,913
Retained earnings (deficit) (19,257 ) 15,483
(13,838 ) (1,645 ) (19,257 )
Accumulated other comprehensive income (loss) (767 ) 29
50
(79 ) (767 )
23,890
15,635
47,822
(63,457 ) 23,890
Less treasury stock, at cost 20,201
331
4,800
(5,131 ) 20,201
Total Stockholders’ Equity 3,689
15,304
43,022
(58,326 ) 3,689
Total Liabilities and Stockholders’ Equity
$ 45,201
$ 15,839
$ 50,320
$ (87,122 ) $ 24,238

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Statement of Cash Flows
For the Year Ended December 31, 2017
CBS Corp.
CBS
Operations
Inc.

Non-
Guarantor
Affiliates
Eliminations
CBS Corp.
Consolidated
Net cash flow (used for) provided by operating activities $ (1,491 ) $ (203 ) $ 2,581
$ —
$ 887
Investing Activities:
Acquisitions (including acquired television library),
net of cash acquired
—
—
(270 ) —
(270 )
Capital expenditures —
(30 ) (155 ) —
(185 )
Investments in and advances to investee companies —
—
(110 ) —
(110 )
Proceeds from sale of investments —
—
10
—
10
Proceeds from dispositions —
—
11
—
11
Other investing activities 22
(1 ) —
—
21
Net cash flow provided by (used for) investing activities from continuing operations 22
(31 ) (514 ) —
(523 )
Net cash flow provided by (used for) investing activities from discontinued operations 1
(5 ) (20 ) —
(24 )
Net cash flow provided by (used for) investing activities 23
(36 ) (534 ) —
(547 )
Financing Activities:
Proceeds from short-term debt borrowings, net 229
—
—
—
229
Proceeds from issuance of senior notes 1,773
—
—
—
1,773
Repayment of senior notes (1,244 ) —
—
—
(1,244 )
Proceeds from debt borrowings of CBS Radio —
—
40
—
40
Repayment of debt borrowings of CBS Radio —
—
(43 ) —
(43 )
Payment of capital lease obligations —
—
(18 ) —
(18 )
Dividends (296 ) —
—
—
(296 )
Purchase of Company common stock (1,111 ) —
—
—
(1,111 )
Payment of payroll taxes in lieu of issuing shares
for stock-based compensation
(89 ) —
—
—
(89 )
Proceeds from exercise of stock options 91
—
—
—
91
Other financing activities (1 ) —
(8 ) —
(9 )
Increase (decrease) in intercompany payables 1,968
239
(2,207 ) —
—
Net cash flow provided by (used for) financing activities 1,320
239
(2,236 ) —
(677 )
Net decrease in cash and cash equivalents (148 ) —
(189 ) —
(337 )
Cash and cash equivalents at beginning of year
(includes $24 of discontinued operations cash) 321
—
301
—
622
Cash and cash equivalents at end of year $ 173
$ —
$ 112
$ —
$ 285

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Statement of Cash Flows
For the Year Ended December 31, 2016
CBS Corp.
CBS
Operations
Inc.

Non-
Guarantor
Affiliates
Eliminations
CBS Corp.
Consolidated
Net cash flow (used for) provided by operating activities $ (846 ) $ (157 ) $ 2,688
$ —
$ 1,685
Investing Activities:
Acquisitions —
—
(92 ) —
(92 )
Capital expenditures —
(33 ) (163 ) —
(196 )
Investments in and advances to investee companies —
—
(81 ) —
(81 )
Proceeds from dispositions (4 ) —
24
—
20
Other investing activities 15
—
—
—
15
Net cash flow provided by (used for) investing activities from continuing operations 11
(33 ) (312 ) —
(334 )
Net cash flow used for investing activities from discontinued operations —
(1 ) (5 ) —
(6 )
Net cash flow provided by (used for) investing activities 11
(34 ) (317 ) —
(340 )
Financing Activities:
Proceeds from short-term debt borrowings, net 450
—
—
—
450
Proceeds from issuance of senior notes 684
—
—
—
684
Repayment of senior debentures (199 ) —
—
—
(199 )
Proceeds from debt borrowings of CBS Radio —
—
1,452
—
1,452
Repayment of debt borrowings of CBS Radio —
—
(110 ) —
(110 )
Payment of capital lease obligations —
—
(18 ) —
(18 )
Dividends (288 ) —
—
—
(288 )
Purchase of Company common stock (2,997 ) —
—
—
(2,997 )
Payment of payroll taxes in lieu of issuing shares
for stock-based compensation
(58 ) —
—
—
(58 )
Proceeds from exercise of stock options 21
—
—
—
21
Excess tax benefit from stock-based compensation 17
—
—
—
17
Increase (decrease) in intercompany payables 3,259
190
(3,449 ) —
—
Net cash flow provided by (used for) financing activities 889
190
(2,125 ) —
(1,046 )
Net increase (decrease) in cash and cash equivalents 54
(1 ) 246
—
299
Cash and cash equivalents at beginning of year
(includes $6 of discontinued operations cash) 267
1
55
—
323
Cash and cash equivalents at end of year
(includes $24 of discontinued operations cash) $ 321

$ —

$ 301

$ —
$ 622

~~CBS CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Tabular dollars in millions, except per share amounts)~~

Statement of Cash Flows
For the Year Ended December 31, 2015
CBS Corp.
CBS
Operations
Inc.

Non-
Guarantor
Affiliates
Eliminations
CBS Corp.
Consolidated
Net cash flow (used for) provided by operating activities $ (634 ) $ (201 ) $ 2,229
$ —
$ 1,394
Investing Activities:
Acquisitions —
—
(12 ) —
(12 )
Capital expenditures —
(16 ) (155 ) —
(171 )
Investments in and advances to investee companies —
—
(98 ) —
(98 )
Proceeds from sale of investments 79
—
1
—
80
Proceeds from dispositions 318
—
65
—
383
Other investing activities (3 ) —
—
—
(3 )
Net cash flow provided by (used for) investing activities from continuing operations 394
(16 ) (199 ) —
179
Net cash flow used for investing activities from discontinued operations (3 ) —
(22 ) —
(25 )
Net cash flow provided by (used for) investing activities 391
(16 ) (221 ) —
154
Financing Activities:
Repayments of short-term debt borrowings, net (616 ) —
—
—
(616 )
Proceeds from issuance of senior notes 1,959
—
—
—
1,959
Payment of capital lease obligations —
—
(17 ) —
(17 )
Dividends (300 ) —
—
—
(300 )
Purchase of Company common stock (2,813 ) —
—
—
(2,813 )
Payment of payroll taxes in lieu of issuing shares
for stock-based compensation
(96 ) —
—
—
(96 )
Proceeds from exercise of stock options 142
—
—
—
142
Excess tax benefit from stock-based compensation 88
—
—
—
88
Increase (decrease) in intercompany payables 2,083
217
(2,300 ) —
—
Net cash flow provided by (used for) financing activities 447
217
(2,317 ) —
(1,653 )
Net increase (decrease) in cash and cash equivalents 204
—
(309 ) —
(105 )
Cash and cash equivalents at beginning of year
(includes $6 of discontinued operations cash)
63
1
364
—
428
Cash and cash equivalents at end of year
(includes $6 of discontinued operations cash)
$ 267

$ 1

$ 55

$ —
$ 323



Item 9.			Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.



Item 9A.			Controls and Procedures.

~~The Company’s~~Our chief executive officer and chief financial officer have concluded that, as of the end of the period covered by this report, ~~the Company’s~~our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act. No change in ~~the Company’s~~our internal control over financial reporting occurred during ~~the Company’s~~our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

Management’s report on internal control over financial reporting and the report of ~~the Company’s~~our independent registered public accounting firm thereon are set forth in Item 8, on pages II- 4647 and ~~II - 47,~~II-48, of this report.



Item 9B.			Other Information.

None.


Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

II-107

PART III



Item 10.			Directors, Executive Officers and Corporate Governance.

The information required by this item with respect to the Company’s directors iswill be contained in the ~~CBS Corporation~~ Proxy Statement for the Company’s ~~2018~~2023 Annual Meeting of Stockholders (the “Proxy Statement”) under the headings ~~“CBS Corporation’s~~“Our Board of ~~Directors,”~~Directors” and “Item 1—1 — Election of Directors,~~” and “Section 16(a) Beneficial Ownership Reporting Compliance,~~” which information is incorporated herein by reference.

The information required by this item with respect to the Company’s executive officers is ~~(i)~~ contained ~~in the Proxy Statement under the headings “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” and (ii) included~~ in Part I of this Form 10-K under the caption ~~“Executive Officers of the Company,~~“Our Executive Officers.” ~~which information is incorporated herein by reference.~~



Item 11.			Executive Compensation.

The information required by this item iswill be contained in the Proxy Statement under the headings ~~“CBS Corporation’s~~“Our Board of Directors,” “Director Compensation,” “Executive Compensation,” “Compensation Discussion and Analysis” and “Compensation Committee Report,” which information is incorporated herein by reference.



Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item iswill be contained in the Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” which information is incorporated herein by reference.



Item 13.			Certain Relationships and Related Transactions, and Director Independence.

The information required by this item iswill be contained in the Proxy Statement under the headings “Related Person Transactions” and ~~“CBS Corporation’s~~“Our Board of Directors,” which information is incorporated herein by reference.



Item 14.			Principal Accounting Fees and Services.

The information required by this item iswill be contained in the Proxy Statement under the heading “Fees for Services Provided by the Independent Registered Public Accounting Firm,” which information is incorporated herein by reference.

III-1

PART IV



Item 15.			Exhibits, Financial Statement Schedules.

(a)

1. Financial Statements.

The financial statements of ~~the Company~~Paramount filed as part of this report on Form 10-K are listed on the Index on page ~~II-45.~~II-46.

2. Financial Statement Schedules.

The financial statement schedule required to be filed by Item 8 of this Form 10-K is listed on the Index on page ~~II-45.~~II-46.

3. Exhibits.

The exhibits listed in Item 15(b) of this Part IV are filed or incorporated by reference as part of this Form 10-K. The Index to Exhibits begins on page E-1.


~~(b)~~	~~Exhibits.~~

~~The exhibits listed in Item 15(b) of this Part IV are filed or incorporated by reference as part of this Form 10-K. The Index to Exhibits begins on page E-1.~~



Item 16.			Form 10-K Summary.

None.

~~CBS CORPORATION~~

IV-1

PARAMOUNT GLOBAL AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(Tabular dollars in millions)


Col. A	Col. B			Col. C			Col. D			Col. E
Description	Balance at Beginning of Period			Charged to Expenses and Other Accounts			Deductions			Balance at End of Period
Allowance for doubtful accounts:
Year ended December 31, 2022		$	80		$	40		$	9		$	111
Year ended December 31, 2021		$	85		$	8		$	13		$	80
Year ended December 31, 2020		$	80		$	32		$	27		$	85

Valuation allowance on deferred tax assets:
Year ended December 31, 2022		$	581		$	15		$	108		$	488
Year ended December 31, 2021		$	593		$	63		$	75		$	581
Year ended December 31, 2020		$	547		$	67		$	21		$	593

Reserves for inventory obsolescence:
Year ended December 31, 2022		$	47		$	—		$	3		$	44
Year ended December 31, 2021		$	58		$	—		$	11		$	47
Year ended December 31, 2020		$	57		$	3		$	2		$	58

F-1

Col. A Col. B Col. C Col. D Col. E
Description Balance at Beginning of Period Balance Acquired through Acquisitions Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Period
Allowance for doubtful accounts:
Year ended December 31, 2017 $ 60
$ 1
$ 5
$ —
$ 17
$ 49

Year ended December 31, 2016 $ 59
$ 1
$ 12
$ —
$ 12
$ 60

Year ended December 31, 2015 $ 47
$ —
$ 9
$ 15
^(a)
$ 12
$ 59

Valuation allowance on deferred tax assets:

Year ended December 31, 2017 $ 928
$ 218
$ 143
$ —
$ 315
$ 974

Year ended December 31, 2016 $ 914
$ —
$ 41
$ —
$ 27
$ 928

Year ended December 31, 2015 $ 574
$ —
$ 394
^(b)
$ —
$ 54
$ 914

Reserves for inventory obsolescence:

Year ended December 31, 2017 $ 19
$ 1
$ 6
$ —
$ 7
$ 19

Year ended December 31, 2016 $ 23
$ 1
$ 2
$ —
$ 7
$ 19

Year ended December 31, 2015 $ 30
$ —
$ 10
$ —
$ 17
$ 23

~~(a) Reclassification from long-term to current.~~

~~(b) Primarily relates to a valuation allowance for a U.S. capital loss carryforward deferred tax asset that arose from the sale of internet businesses in China.~~

INDEX TO EXHIBITS

ITEM 15(b)

Effective December 31, 2005, ~~Former~~ Viacom Inc. was separated into two publicly-traded companies, the Company and a new Viacom Inc., and the Company was renamed CBS Corporation.

Effective December 4, 2019, new Viacom Inc. merged with and into CBS Corporation with CBS Corporation continuing as the surviving company, and the combined company changed its name to ViacomCBS Inc. Effective February 16, 2022, ViacomCBS Inc. was renamed Paramount Global.



Exhibit No.				Description of Document
~~(2)~~(3)				~~Plan~~Articles of ~~acquisition, reorganization, arrangement, liquidation or succession~~Incorporation and Bylaws
			(a)	~~Agreement~~Amended and ~~Plan~~Restated Certificate of ~~Merger, dated~~Incorporation of Paramount Global, effective as of February ~~2, 2017, among CBS Corporation, CBS Radio Inc., Entercom Communications Corp. and Constitution Merger Sub Corp.~~16, 2022 (incorporated by reference to Exhibit ~~2.2~~3.1 to the Current Report on Form 8‑K of ~~CBS Corporation~~Paramount Global filed February ~~2, 2017), as amended by Amendment~~16, 2022) (File No. ~~1 dated~~001‑09553).
			(b)	Amended and Restated Bylaws of Paramount Global, effective as of ~~July 10, 2017~~December 16, 2022 (incorporated by reference to Exhibit ~~2.1~~3 .1 to the Current Report on Form 8-K of ~~CBS Corporation~~Paramount Global filed ~~July 10, 2017) and Amendment~~December 21, 2022) (File No. ~~2 dated as~~001-09553).
			(c)	Certificate of ~~September 13, 2017~~Designations of the 5.75% Mandatory Convertible Preferred Stock, Series A (incorporated by reference to Exhibit ~~2.1~~3.1 to the Current Report on Form 8-K of ~~CBS Corporation~~ViacomCBS Inc. filed ~~September 13, 2017)~~March 26, 2021) (File No. ~~001‑09553)~~001-09553).
(4)				Instruments defining the rights of security holders, including indentures
			(a)	Specimen Certificate of the Mandatory Convertible Preferred Stock (included in Exhibit 3(c) above).
			(b)	~~Master Separation Agreement, dated February 2, 2017, between CBS Corporation and CBS Radio Inc.~~Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit ~~2.1~~4( ~~to the Current Report on Form 8‑K of CBS Corporation filed February 2, 2017) (File No. 001‑09553).~~
~~(3)~~		~~Articles of Incorporation and Bylaws~~
	~~(a)~~	~~Amended and Restated Certificate of Incorporation of CBS Corporation effective December 31, 2005 (incorporated by reference to~~ ~~Exhibit 3(a)~~b) to the Annual Report on Form 10‑K of ~~CBS Corporation~~ViacomCBS Inc. for the fiscal year ended December 31, ~~2005)~~2021) (File No. 001‑09553).
			~~(b)~~(c)	~~Amended and Restated Bylaws of CBS Corporation effective December 11, 2014 (incorporated by reference to~~ ~~Exhibit 3(b)~~ ~~to the Current Report on Form 8‑K of CBS Corporation filed December 17, 2014) (File No. 001‑09553).~~
~~(4)~~		~~Instruments defining the rights of security holders, including indentures~~
	~~(a)~~	Amended and Restated Senior Indenture dated as of November 3, 2008 (“2008 Indenture”) among CBS Corporation, CBS Operations Inc., and The Bank of New York Mellon, as senior trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S‑3 of CBS Corporation filed November 3, ~~2008~~2008) (Registration No. 333‑154962) (File No. 001‑09553).
			~~(b)~~(d)	First Supplemental Indenture to 2008 Indenture dated as of April 5, 2010 among CBS Corporation, CBS Operations Inc., and Deutsche Bank Trust Company Americas, as senior trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8‑K of CBS Corporation filed April 5, ~~2010~~2010) (File No. 001‑09553).
			(e)	Indenture, dated as of April 12, 2006, between Viacom Inc. and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed April 17, 2006) (File No. 001-32686).
			(f)	Twenty-First Supplemental Indenture, dated as of December 4, 2019, by and among CBS Corporation, Viacom Inc. and The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the “Trustee”), to the Indenture, dated as of April 12, 2006, between Viacom Inc. and the Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed December 4, 2019) (File No. 001-09553).
			(g)	Indenture, dated as of March 27, 2020, between ViacomCBS Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 of ViacomCBS Inc. filed March 27, 2020) (File No. 001‑09553).
				The other instruments defining the rights of holders of the long‑term debt securities of ~~CBS Corporation~~Paramount Global and its subsidiaries are omitted pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S‑K. ~~CBS Corporation~~Paramount Global hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request.
(10)				Material Contracts
			(a)	CBS Corporation 2009 Long‑Term Incentive Plan (as amended and restated ~~May 23, 2013)~~December 11, 2018) (incorporated by reference to Exhibit ~~10(c)~~10(a) to the ~~Quarterly~~Annual Report on Form ~~10‑Q~~10-K of CBS Corporation for the ~~quarter~~fiscal year ended ~~June 30, 2013)~~December 31, 2018) (File No. ~~001‑09553)~~001-09553).*
			(b)	Forms of Certificate and Terms and Conditions for equity awards ~~for:~~under CBS Corporation 2009 Long‑Term Incentive Plan:
				(i)	Stock Options (incorporated by reference to Exhibit 10(c)(ii) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*

*Management contract or compensatory plan required to be filed as an exhibit to this form pursuant to Item 15(b).



~~Exhibit No.~~	~~Description of Document~~
	(ii)	Performance‑Based Restricted Share Units with Time Vesting and Performance Vesting (incorporated by reference to Exhibit 10(c)(v) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*

*Management contract or compensatory plan required to be filed as an exhibit to this form pursuant to Item 15(b).

E-1


Exhibit No.				Description of Document
				(iii)	Restricted Share Units with Time Vesting (incorporated by reference to Exhibit 10(c)(vii) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2011) (File No. 001‑09553).*
			~~(c)~~	(iv)	~~CBS Corporation Senior Executive Short‑Term Incentive Plan (as amended and restated as of December 31, 2005)~~Performance Share Units (incorporated by reference to Exhibit ~~10(f)~~10(b)(iv) to the Annual Report on Form 10‑K of ~~CBS Corporation~~ViacomCBS Inc. for the fiscal year ended December 31, ~~2005)~~2020) (File No. 001-09553).*
				(v)	Restricted Share Units (incorporated by reference to Exhibit 10(b)(v) to the Annual Report on Form 10-K of ViacomCBS Inc. for the fiscal year ended December 31, 2020) (File No. 001-09553).*
			(c)	Paramount Global Short-Term Incentive Plan, as amended and restated February 13, 2023 (filed herewith).*
			(d)	Paramount Global Excess 401(k) Plan for Designated Senior Executives - Part A (as amended and restated as of October 1, 2021) (incorporated by reference to Exhibit 10(b) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended September 30, 2021) (File No. 001‑09553) (as amended by ~~the First~~ Amendment ~~to the CBS Corporation Senior Executive Short‑Term Incentive Plan~~No. 1, effective ~~January 1, 2009)~~as of February 16, 2022) (incorporated by reference to Exhibit ~~10(d)~~4.5 to the Registration Statement on Form S‑8 of Paramount Global filed October 7, 2022) (Registration No. 333‑154962).*
			(e)	Paramount Global Excess 401(k) Plan for Designated Senior Executives - Part B (as amended and restated as of October 1, 2021) (incorporated by reference to Exhibit 10(c) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended September 30, 2021) (File No. 001‑09553) (as amended by Amendment No. 1, effective as of February 16, 2022) (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S‑8 of Paramount Global filed October 7, 2022) (File No. 001‑09553) (as further amended by Amendment No. 2, effective as of January 1, 2021) (filed herewith).*
			(f)	Paramount Global Bonus Deferral Plan for Designated Senior Executives - Part A (as amended and restated as of October 1, 2021) (incorporated by reference to Exhibit 10(e) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended September 30, 2021) (File No. 001‑09553) (as amended by Amendment No. 1, effective as of February 16, 2022) (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S‑8 of Paramount Global filed October 7, 2022) (File No. 001‑09553).*
			(g)	Paramount Global Bonus Deferral Plan for Designated Senior Executives - Part B (as amended and restated as of October 1, 2021) (incorporated by reference to Exhibit 10(f) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended September 30, 2021) (File No. 001‑09553) (as amended by Amendment No. 1, effective as of February 16, 2022) (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S‑8 of Paramount Global filed October 7, 2022) (File No. 001‑09553).*
			(h)	Viacom Inc. 2016 Long-Term Management Incentive Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686).*
			(i)	Forms of Terms and Conditions to the Certificates for equity awards under the Viacom Inc. 2016 Long-Term Management Incentive Plan:
				(i)	Stock Options (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q of Viacom Inc. for the quarter ended June 30, 2016) (File No. 001-32686).*
				(ii)	Restricted Share Units (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q of Viacom Inc. for the quarter ended June 30, 2016) (File No. 001-32686).*
				(iii)	Performance Share Units (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. for the quarter ended December 31, 2018) (File No. 001-32686).*
				(iv)	Performance Share Units (incorporated by reference to Exhibit 10(g)(iv) to the Annual Report on Form 10‑K of ~~CBS Corporation~~ViacomCBS Inc. for the fiscal year ended December 31, ~~2008)~~2020) (File No. ~~001‑09553)~~001-09553).*
			~~(d)~~	(v)	~~CBS Retirement Excess Pension Plan (as amended and restated as of December 31, 2005)~~Restricted Share Units (incorporated by reference to ~~Exhibit 10(o)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as Part A was amended by Amendment No. 1 as of January 1, 2009) (incorporated by reference to Exhibit 10(g)(v) to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2010) (File No. 001‑09553) (as amended by Part B, effective as of January 1, 2009, as amended and restated as of January 1, 2012) (incorporated by reference to ~~Exhibit 10(e)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2012) (File No. 001‑09553).*
	~~(e)~~	~~CBS Excess 401(k) Plan for Designated Senior Executives (as amended and restated as of December 31, 2005) (incorporated by reference to~~ ~~Exhibit 10(p)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as amended by Part B as of January 1, 2009) (incorporated by reference to ~~Exhibit 10(f)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553) (as Part B was amended by Amendment No. 1 as of January 1, 2009) (incorporated by reference to ~~Exhibit 10(b)~~ to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended March 31, 2010) (File No. 001‑09553) (as Part B was amended by Amendment No. 2 as of January 1, 2009) (incorporated by reference to ~~Exhibit 10(h)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2010 (File No. 001‑09553) (as Part A was amended by Amendment No. 1 as of January 1, 2014) (incorporated by reference to ~~Exhibit 10(f)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part B was amended by Amendment No. 3 as of January 1, 2014) (incorporated by reference to ~~Exhibit 10(f)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part A was amended by Amendment No. 2 as of February 1, 2015) (incorporated by reference to ~~Exhibit 10(f)~~ to the Annual Report on Form 10-K of ~~CBS Corporation~~ViacomCBS Inc. for the fiscal year ended December 31, ~~2014)~~2020) (File No. 001-09553)~~, (as Part B was~~.*
			(j)	Viacom Excess Pension Plan, as amended ~~by Amendment No. 4~~and restated January 1, 2023 (file d herewith).*
			(k)	Viacom Excess 401(k) Plan for Designated Senior Executives, as amended and restated as of ~~February~~October 1, ~~2015)~~2021 (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended September 30, 2021) (File No. 001‑09553).*
			(l)	Viacom Bonus Deferral Plan for Designated Senior Executives, as amended and restated as of October 1, 2021 (incorporated by reference to Exhibit 10(d) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended September 30, 2021) (File No. 001‑09553).*
			(m)	Summary of Paramount Global Compensation for Outside Directors (as of December 16, 2022) (filed herewith).*
			(n)	Form of Director Indemnification Agreement (incorporated by reference to Exhibit ~~10(f)~~10 to the ~~Annual~~Current Report on Form ~~10-K~~8‑K of CBS Corporation ~~for the year ended December 31, 2014)~~filed September 18, 2009) (File No. ~~001-09553) (as Part A was amended by Amendment No. 3 as of January 1, 2015) (incorporated by reference to~~ ~~Exhibit 10(f)~~ to the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2014) (File No. 001-09553) (as Part B was amended by Amendment No. 5 as of January 1, 2015) (incorporated by reference to ~~Exhibit 10(f)~~ to the Annual Report on Form 10-K of CBS Corporation for the year ended December 31, 2014) (File No. 001-09553) (as Part A was amended by Amendment No. 4 as of October 2, 2017) (filed herewith) (as Part B was amended by Amendment No. 6 as of October 2, 2017) (~~filed herewith~~)001‑09553).*

*Management contract or compensatory plan required to be filed as an exhibit to this form pursuant to Item 15(b).

E-2



Exhibit No.				Description of Document
			~~(f)~~(o)	~~CBS Bonus Deferral Plan for Designated Senior Executives (as amended and restated as of December 31, 2005) (incorporated by reference to~~ ~~Exhibit 10(q)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2005) (File No. 001‑09553) (as amended by Part B as of January 1, 2009) (incorporated by reference to ~~Exhibit 10(g)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553) (as Part B was amended by Amendment No. 1 as of January 1, 2009) (incorporated by reference to ~~Exhibit 10(c)~~ to the Quarterly Report on Form 10‑Q of CBS Corporation for the quarter ended March 31, 2010) (File No. 001‑09553) (as Part B was amended by Amendment No. 2 as of January 1, 2009) (incorporated by reference to ~~Exhibit 10(i)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2010) (File No. 001‑09553) (as Part A was amended by Amendment No. 1 as of January 1, 2014) (incorporated by reference to ~~Exhibit 10(g)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part B was amended by Amendment No. 3 as of January 1, 2014) (incorporated by reference to ~~Exhibit 10(g)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2013) (File No. 001‑09553) (as Part A was amended by Amendment No. 2 as of January 1, 2015) (incorporated by reference to ~~Exhibit 10(g)~~ to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553) (as Part B was amended by Amendment No. 4 as of January 1, 2015) (incorporated by reference to ~~Exhibit 10(g)~~ to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553) (as Part A was amended by Amendment No. 3 as of October 2, 2017) (filed herewith) (as Part B was amended by Amendment No. 5 as of October 2, 2017) (~~filed herewith~~).*
	~~(g)~~	~~Summary of CBS Corporation Compensation for Outside Directors (as of January 28, 2016) (incorporated by reference to~~ ~~Exhibit 10(h)~~ to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2015) (File No. 001-09553).*
	~~(h)~~	~~Form of Director Indemnification Agreement (incorporated by reference to~~ ~~Exhibit 10~~ to the Current Report on Form 8‑K of CBS Corporation filed September 18, 2009) (File No. 001‑09553).*
	~~(i)~~	~~Former Viacom Deferred Compensation Plan for Non‑Employee Directors (as amended and restated as of October 14, 2003) (incorporated by reference to~~ ~~Exhibit 10(e)~~ to the Annual Report on Form 10‑K of Former Viacom for the fiscal year ended December 31, 2003) (File No. 001‑09553).*
	~~(j)~~	CBS Corporation Deferred Compensation Plan for Outside Directors (as amended and restated as of January 29, 2015) (incorporated by reference to Exhibit 10(k) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553).*
			~~(k)~~(p)	~~CBS Corporation 2000 Stock Option Plan for Outside Directors (as amended and restated through December 14, 2016) (incorporated by reference to~~ ~~Exhibit 10(k)~~ to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2016) (File No. 001-09553).*
	~~(l)~~	CBS Corporation 2005 RSU Plan for Outside Directors (as amended and restated through January 29, 2015) (incorporated by reference to Exhibit 10(m) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553).*
			~~(m)~~(q)	CBS Corporation 2015 Equity Plan for Outside Directors (effective May 21, 2015) (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended June 30, 2015) (File No. 001-09553).*
			(r)	Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016 (incorporated by reference to Exhibit B to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686), as further amended and restated as of May 18, 2016 (incorporated by reference to Exhibit 10.2 to the Quarterly Report of Viacom Inc. for the quarter ended June 30, 2016) (File No. 001-32686).*
			(s)	Employment Agreement, dated as of August 13, 2019, between Viacom Inc. and Robert M. Bakish (incorporated by reference to Exhibit 10.4 to CBS Corporation’s Registration Statement No. 333-234238 on Form S-4 filed October 17, 2019) (File No. 333-234238).*
			(t)	Letter Agreement, dated as of August 13, 2019, between Viacom Inc. and Robert M. Bakish (incorporated by reference to Exhibit 10.5 to CBS Corporation’s Registration Statement No. 333-234238 on Form S-4 filed October 17, 2019) (File No. 333-234238).*
			(u)	Employment Agreement, dated as of June 30, 2020, between Viacom Inc. and Naveen Chopra (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended June 30, 2020) (File No. 333-234238).*
			(v)	Letter Agreement, dated as of June 30, 2020, between ViacomCBS Inc. and Naveen Chopra (incorporated by reference to Exhibit 10(b) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended June 30, 2020) (File No. 333-234238).*
			(w)	Employment Agreement, dated as of March 15, 2022, between Paramount Global and Christa A. D’Alimonte (incorporated by reference to Exhibit 10 (a) to the Quarterly Report on Form 10-Q of Paramount Global for the quarter ended March 31, 2022) (File No. 333-234238).*
			(x)	Employment Agreement, dated as of April 11, 2022, between Paramount Global and DeDe Lea (incorporated by reference to Exhibit 10 (b) to the Quarterly Report on Form 10-Q of Paramount Global for the quarter ended March 31, 2022) (File No. 333-234238).*
			(y)	Employment Agreement, dated as of April 11, 2022, between Paramount Global and Nancy Phillips (incorporated by reference to Exhibit 10(c ) to the Quarterly Report on Form 10-Q of Paramount Global for the quarter ended March 31, 2022 (File No. 001-09553).*
			(z)	Matching Gifts Program for Directors (incorporated by reference to Exhibit 10(aa) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2018) (File No. 001-09553).*
			(aa)	Amended and Restated $3.5 Billion Credit Agreement, dated as of January 23, 2020 (the “Credit Agreement”), among ViacomCBS Inc.; the Subsidiary Borrowers party thereto; the Lenders named therein; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., Bank of America, N.A. and Wells Fargo Bank, National Association, as Syndication Agents; and Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd. and Morgan Stanley MUFG Loan Partners, LLC, as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed January 23, 2020) (File No. 001-09553).
			(bb)	Amendment No. 1 to the Credit Agreement, dated as of December 9, 2021, by and among the parties listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed December 14, 2021) (File No. 001-09553).
			(cc)	Amendment No. 2 to the Credit Agreement, dated as of February 14, 2022, by and among the parties listed therein (incorporated by reference to Exhibit 10 (hh ) to the Annual Report on Form 10‑K of ViacomCBS Inc. for the fiscal year ended December 31, 2021) (File No. 001‑09553).
			(dd)	Settlement and Release Agreement effective as of September 9, 2018 (incorporated by reference to Exhibit 10(a) to the Current Report on Form 8-K of CBS Corporation filed September 10, 2018) (File No. 001-09553).
			(ee)	Amendment No. 1 to the Settlement and Release Agreement, dated as of August 13, 2019, by and among the parties listed therein (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of CBS Corporation filed August 19, 2019) (File No. 001-09553).
			(ff)	Support Agreement, dated as of August 13, 2019, by and among the parties listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of CBS Corporation filed August 19, 2019) (File No. 001-09553).

*Management contract or compensatory plan required to be filed as an exhibit to this form pursuant to Item 15(b).

E-3

Exhibit No.

Description of Document

~~(n)~~(gg)

~~Employment~~Governance Agreement, dated ~~May 19, 2017 between CBS Corporation~~as of August 13, 2019, by and ~~Leslie Moonves~~among the parties listed therein (incorporated by reference to Exhibit ~~10(a)~~10.2 to the ~~Quarterly~~Current Report on Form ~~10-Q~~8-K of CBS Corporation ~~for the quarter ended June 30, 2017)~~filed August 19, 2019) (File No. 001-09553).*

(21)

~~(o)~~

~~Letter Agreement dated December 11, 2014 between CBS Corporation~~Subsidiaries of Paramount Global (filed herewith).

(23)

Consents of Experts and ~~Leslie Moonves amending and restating~~Counsel

(a)

Consent of PricewaterhouseCoopers LLP (filed herewith).

(24)

Powers of Attorney (filed herewith).

(31)

Rule 13a‑14(a)/15d‑14(a) Certifications

(a)

Certification of the ~~Letter Agreement dated May 2, 2012 between CBS Corporation and Leslie Moonves (incorporated by reference to~~ ~~Exhibit 10(p)~~ ~~to the Annual Report on Form 10-K~~Chief Executive Officer of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553).*

~~Certain portions of this exhibit have been omitted~~Paramount Global pursuant to ~~a confidential treatment order granted by~~Rule 13a‑14(a) or 15d‑14(a), as adopted pursuant to Section 302 of the ~~Securities and Exchange Commission.~~Sarbanes‑Oxley Act of 2002 (filed herewith).

~~(p)~~(b)

~~Employment Agreement dated~~Certification of the Chief Financial Officer of Paramount Global. pursuant to Rule 13a‑14(a) or 15d‑14(a), as adopted pursuant to Section 302 of ~~July 1, 2017 between CBS Corporation and Joseph R. Ianniello (incorporated by reference to~~ ~~Exhibit 10(a)~~ to the ~~Quarterly Report on Form 10-Q~~Sarbanes‑Oxley Act of ~~CBS Corporation for the quarter ended September 30, 2017) (File No. 001-09553)~~2002 (filed herewith).*

(32)

~~(q)~~

Section 1350 Certifications

(a)

~~Employment Agreement dated~~Certification of the Chief Executive Officer of Paramount Global furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of ~~September 29, 2016 between CBS Corporation and Anthony G. Ambrosio (incorporated by reference to~~ ~~Exhibit 10(a)~~ to the ~~Quarterly Report on Form 10-Q~~Sarbanes‑Oxley Act of ~~CBS Corporation for the quarter ended September 30, 2016), as amended by Letter Agreement dated August 4, 2017 (incorporated by reference to~~ 2002 (~~Exhibit 10(c)~~furnished herewith ~~to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended September 30, 2017) (File No. 001-09553)~~).*

~~(r)~~(b)

~~Employment Agreement dated~~Certification of the Chief Financial Officer of Paramount Global furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of ~~July 1, 2016 between CBS Corporation and Gil Schwartz (incorporated by reference to~~ ~~Exhibit 10(u)~~ to the ~~Annual Report on Form 10-K~~Sarbanes‑Oxley Act of ~~CBS Corporation for the fiscal year ended December 31, 2015), as amended by Letter Agreement dated August 4, 2017 (incorporated by reference to~~ 2002 (~~Exhibit 10(d)~~ ~~to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended September 30, 2017) (File No. 001-09553), as amended by Letter Agreement dated January 11, 2018 (filed~~furnished herewith).*

(101)

~~(s)~~

~~Employment Agreement dated as of June 1, 2017 between CBS Corporation and Lawrence P. Tu (incorporated by reference to~~ ~~Exhibit 10(b)~~ to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended September 30, 2017) (File No. 001-09553).*

Interactive Data File

~~(t)~~

~~CBS Corporation plans assumed by Former Viacom after~~101. INS XBRL Instance Document - the ~~merger with former CBS Corporation, consisting of~~instance document does not appear in the ~~following:~~Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101. SCH XBRL Taxonomy Extension Schema.
101. CAL XBRL Taxonomy Extension Calculation Linkbase.
101. DEF XBRL Taxonomy Extension Definition Linkbase.
101. LAB XBRL Taxonomy Extension Label Linkbase.
101. PRE XBRL Taxonomy Extension Presentation Linkbase.

(104)

~~(i)~~

~~CBS Supplemental Executive Retirement Plan (as amended~~Cover Page Interactive Data File (formatted as ~~of April 1, 1999) (incorporated by reference to~~ Inline XBRL and contained in Exhibit ~~10(h)~~ to the Quarterly Report on Form 10‑Q of CBS for the quarter ended September 30, 1999) (File No. 001‑00977) (as amended by Part B, effective as of January 1, 2009, as amended and restated as of January 1, 2012) (incorporated by reference to ~~Exhibit 10(t)(i)~~ ~~to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2012) (File No. 001‑09553)~~101).*

~~(ii)~~

~~CBS Bonus Supplemental Executive Retirement Plan (as amended as of April 1, 1999) (incorporated by reference to~~ ~~Exhibit 10(i)~~ to the Quarterly Report on Form 10‑Q of CBS for the quarter ended September 30, 1999) (File No. 001‑00977) (as amended by Part B, effective as of January 1, 2009, as amended and restated as of January 1, 2012) (incorporated by reference to ~~Exhibit 10(t)(ii)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2012) (File No. 001‑09553).*

~~(iii)~~

~~CBS Supplemental Employee Investment Fund (as amended as of January 1, 1998) (incorporated by reference to~~ ~~Exhibit 10(j)~~ to the Quarterly Report on Form 10‑Q of CBS for the quarter ended September 30, 1999) (File No. 001‑00977).*

~~(u)~~

~~CBS Corporation Matching Gifts Program for Directors (incorporated by reference to~~ ~~Exhibit 10(t)~~ to the Annual Report on Form 10‑K of CBS Corporation for the fiscal year ended December 31, 2008) (File No. 001‑09553).*

*Management contract or compensatory plan required to be filed as an exhibit to this form pursuant to Item 15(b).

E-4



~~Exhibit No.~~		~~Description of Document~~
	~~(v)~~	Amended and Restated $2.5 Billion Credit Agreement, dated as of June 9, 2016, among CBS Corporation; CBS Operations Inc.; the Subsidiary Borrowers Parties thereto; the Lenders named therein; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., as Syndication Agent; and Bank of America, N.A., Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC, and Wells Fargo Bank, N.A., as Co‑Documentation Agents (incorporated by reference to ~~Exhibit 10.1~~ ~~to the Current Report on Form 8-K of CBS Corporation filed June 10, 2016) (File No. 001-09553).~~
	~~(w)~~	CBS Radio Inc. $1.06 Billion Credit Agreement, dated as of October 17, 2016, among CBS Radio Inc., the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and an L/C Issuer; and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman Sachs Bank USA, Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and as Joint Book Runners; Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as Co-Syndication Agents; and J.P. Morgan Securities LLC, Goldman Sachs Bank USA, Wells Fargo Bank, N.A., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Co-Documentation Agents (incorporated by reference to ~~Exhibit 10.1~~ ~~to the Current Report on Form 8-K of CBS Corporation filed October 18, 2016) (File No. 001-09553), as amended by Amendment No. 1, dated as of March 3, 2017 (incorporated by reference to~~ ~~Exhibit 10(a)~~ ~~to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended March 31, 2017) (File No. 001-09553).~~
	~~(x)~~	~~Separation Agreement dated as of December 19, 2005 by and between Former Viacom and New Viacom Corp. (incorporated by reference to~~ ~~Exhibit 10.1~~ ~~to the Current Report on Form 8‑K of Former Viacom filed December 21, 2005) (File No. 001‑09553).~~
	~~(y)~~	~~Tax Matters Agreement dated as of December 30, 2005 by and between Former Viacom and New Viacom Corp. (incorporated by reference to~~ ~~Exhibit 10.1~~ ~~to the Current Report on Form 8‑K of CBS Corporation filed January 5, 2006) (File No. 001‑09553).~~
~~(12)~~		~~Statement re Computations of Ratios~~ (~~filed herewith~~).
~~(21)~~		~~Subsidiaries of CBS Corporation~~ (~~filed herewith~~).
~~(23)~~		~~Consents of Experts and Counsel~~
	~~(a)~~	~~Consent of PricewaterhouseCoopers LLP (filed herewith~~).
~~(24)~~		~~Powers of Attorney~~ (~~filed herewith~~).
~~(31)~~		~~Rule 13a‑14(a)/15d‑14(a) Certifications~~
	~~(a)~~	~~Certification of the Chief Executive Officer of CBS Corporation pursuant to Rule 13a‑14(a) or 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 (filed herewith~~).
	~~(b)~~	~~Certification of the Chief Financial Officer of CBS Corporation pursuant to Rule 13a‑14(a) or 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 (filed herewith~~).
~~(32)~~		~~Section 1350 Certifications~~
	~~(a)~~	~~Certification of the Chief Executive Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 (furnished herewith~~).
	~~(b)~~	~~Certification of the Chief Financial Officer of CBS Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 (furnished herewith~~).
~~(101)~~		~~Interactive Data File~~
		~~101. INS XBRL Instance Document.~~ ~~101. SCH XBRL Taxonomy Extension Schema.~~ ~~101. CAL XBRL Taxonomy Extension Calculation Linkbase.~~ ~~101. DEF XBRL Taxonomy Extension Definition Linkbase.~~ ~~101. LAB XBRL Taxonomy Extension Label Linkbase.~~ ~~101. PRE XBRL Taxonomy Extension Presentation Linkbase.~~

*Management contract or compensatory plan required to be filed as an exhibit to this form pursuant to Item 15(b).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~CBS Corporation~~Paramount Global has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.


		PARAMOUNT GLOBAL

		~~CBS CORPORATION~~By:	/s/ Robert M. Bakish

~~By:~~	~~/s/ Leslie Moonves~~
	~~Leslie Moonves~~Robert M. Bakish ~~Chairman of the Board,~~ President and Chief Executive Officer

Date: February 16, ~~2018~~2023

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of ~~CBS Corporation~~Paramount Global and in the capacities and on the dates indicated:

Signature

Title

Date

/s/ Robert M. Bakish

President and Chief
Executive Officer; Director
(Principal Executive Officer)

February 16, 2023

Robert M. Bakish

~~Signature~~

~~Title~~

~~Date~~

/s/ ~~Leslie Moonves~~Naveen Chopra

~~Chairman of the Board,~~Executive Vice President, ~~and~~
Chief ~~Executive~~Financial Officer

~~(Principal Executive Officer)~~

~~(Chairman of the Board of Directors)~~

~~February 16, 2018~~

~~Leslie Moonves~~

~~/s/ Joseph R. Ianniello~~

~~Chief Operating Officer~~

(Principal Financial Officer)

February 16, ~~2018~~2023

~~Joseph R. Ianniello~~Naveen Chopra

~~/s/ Lawrence Liding~~

~~Executive Vice President,~~
~~Controller and~~

~~Chief Accounting Officer~~
~~(Principal Accounting Officer)~~

~~February 16, 2018~~

~~Lawrence Liding~~

~~Director~~

~~February 16, 2018~~

~~David R. Andelman~~

~~Director~~

~~February 16, 2018~~

~~Joseph A. Califano, Jr.~~

~~Director~~

~~February 16, 2018~~

~~William S. Cohen~~

~~Director~~

~~February 16, 2018~~

~~Gary L. Countryman~~

/s/ Katherine Gill-Charest

Executive Vice President,
Controller and
Chief Accounting Officer
(Principal Accounting Officer)

February 16, 2023

~~Signature~~Katherine Gill-Charest

~~Title~~

~~Date~~

Director

February 16, ~~2018~~2023

~~Charles~~Candace K. ~~Gifford~~Beinecke

Director

February 16, ~~2018~~2023

~~Leonard Goldberg~~Barbara M. Byrne

Director

February 16, ~~2018~~2023

~~Bruce S. Gordon~~

~~Director~~

~~February 16, 2018~~

Linda M. Griego

Director

February 16, ~~2018~~2023

Robert N. Klieger

~~Director~~

Signature

Title

Date

Director

February 16, ~~2018~~2023

~~Arnold Kopelson~~Judith A. McHale

Director

February 16, ~~2018~~2023

~~Martha~~Ronald L. ~~Minow~~Nelson

Director

February 16, ~~2018~~2023

~~Doug Morris~~Charles E. Phillips, Jr.

~~Director~~Chair

February 16, ~~2018~~2023

Shari Redstone

*~~By:~~

~~/s/ Lawrence P. Tu~~

Director

February 16, ~~2018~~2023

Susan Schuman

Director

February 16, 2023

Nicole Seligman

Director

February 16, 2023

Frederick O. Terrell

*By:

/s/ Christa A. D’Alimonte

February 16, 2023

~~Lawrence P. Tu~~Christa A. D’Alimonte

Attorney-in-Fact

for Directors


					~~For the fiscal year ended December 31, 2017~~OR
		OR
☐	¨		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
				For the transition period from to



~~Television~~ ~~Market and Market Rank~~⁽¹⁾	~~Stations~~	~~Type~~	~~Network Affiliation~~	~~CBS Local Digital Media~~⁽²⁾ ~~Websites~~
~~New York, NY (#1)~~	~~WCBS‑TV~~	~~UHF~~	~~CBS~~	~~newyork.cbslocal.com~~
	~~WLNY‑TV~~	~~UHF~~	~~Independent~~

~~Los Angeles, CA(#2)~~	~~KCAL‑TV~~	~~VHF~~	~~Independent~~	~~losangeles.cbslocal.com~~
	~~KCBS‑TV~~	~~UHF~~	~~CBS~~

~~Chicago, IL (#3)~~	~~WBBM‑TV~~	~~VHF~~	~~CBS~~	~~chicago.cbslocal.com~~

~~Philadelphia, PA (#4)~~	~~KYW‑TV~~	~~UHF~~	~~CBS~~	~~philadelphia.cbslocal.com~~
	~~WPSG‑TV~~	~~UHF~~	~~The CW~~

~~Dallas‑Fort Worth, TX (#5)~~	~~KTVT‑TV~~	~~UHF~~	~~CBS~~	~~dfw.cbslocal.com~~
	~~KTXA‑TV~~	~~UHF~~	~~Independent~~

~~San Francisco, CA (#8)~~	~~KPIX‑TV~~	~~UHF~~	~~CBS~~	~~sanfrancisco.cbslocal.com~~
	~~KBCW‑TV~~	~~UHF~~	~~The CW~~

~~Atlanta, GA (#9)~~	~~WUPA-TV~~	~~UHF~~	~~The CW~~	~~atlanta.cbslocal.com~~

~~Boston, MA (#10)~~	~~WBZ‑TV~~	~~UHF~~	~~CBS~~	~~boston.cbslocal.com~~
	~~WSBK‑TV~~	~~UHF~~	~~MyNetworkTV~~

~~Seattle‑Tacoma, WA (#12)~~	~~KSTW‑TV~~	~~VHF~~	~~The CW~~	~~seattle.cbslocal.com~~

~~Tampa‑St. Petersburg, FL (#13)~~	~~WTOG‑TV~~	~~UHF~~	~~The CW~~	~~tampa.cbslocal.com~~

~~Detroit, MI (#14)~~	~~WKBD‑TV~~	~~UHF~~	~~The CW~~	~~detroit.cbslocal.com~~
	~~WWJ‑TV~~	~~UHF~~	~~CBS~~

~~Minneapolis, MN (#15)~~	~~WCCO‑TV~~	~~UHF~~	~~CBS~~	~~minnesota.cbslocal.com~~
	~~KCCW‑TV~~⁽³⁾	~~VHF~~	~~CBS~~

~~Miami-Ft. Lauderdale, FL (#16)~~	~~WFOR‑TV~~	~~UHF~~	~~CBS~~	~~miami.cbslocal.com~~
	~~WBFS‑TV~~	~~UHF~~	~~MyNetworkTV~~

~~Denver, CO (#17)~~	~~KCNC‑TV~~	~~UHF~~	~~CBS~~	~~denver.cbslocal.com~~

~~Sacramento, CA (#20)~~	~~KOVR-TV~~	~~UHF~~	~~CBS~~	~~sacramento.cbslocal.com~~
	~~KMAX-TV~~	~~UHF~~	~~The CW~~

~~Pittsburgh, PA (#24)~~	~~KDKA-TV~~	~~UHF~~	~~CBS~~	~~pittsburgh.cbslocal.com~~
	~~WPCW-TV~~	~~VHF~~	~~The CW~~

~~Baltimore, MD (#26)~~	~~WJZ‑TV~~	~~VHF~~	~~CBS~~	~~baltimore.cbslocal.com~~

~~Indianapolis, IN (#28)~~	~~WBXI-CA~~⁽⁴⁾	~~UHF~~	~~Independent~~
			~~Independent~~



	Voting Class A				Non-Voting Class B
	Common Stock				Common Stock
	High		Low		High		Low

2017
1st quarter	$	70.68	$	62.25	$	69.60	$	61.95
2nd quarter	$	71.07	$	61.01	$	70.10	$	59.72
3rd quarter	$	68.86	$	57.45	$	68.75	$	56.91
4th quarter	$	61.70	$	53.00	$	60.77	$	52.75
2016
1st quarter	$	59.99	$	46.86	$	55.38	$	41.36
2nd quarter	$	61.77	$	53.13	$	57.89	$	50.53
3rd quarter	$	61.51	$	49.92	$	58.22	$	48.88
4th quarter	$	66.99	$	55.27	$	65.09	$	54.35



			x☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


•	~~PUBLISHING: The Publishing segment is composed of Simon & Schuster, which publishes and distributes consumer books under imprints such as~~ ~~Simon & Schuster~~^®~~, Pocket Books~~^®~~, Scribner~~^®, ~~Gallery Books~~^®, ~~Touchstone~~^® ~~and~~ ~~Atria Books~~^®.


~~(1)~~	~~Television market (DMA) rankings based on Nielsen Media Research Local Market Universe Estimates, September 2017.~~


~~(2)~~	The Company’s television stations’ Websites, which are operated by the CBS Local Digital Media group, promote the stations’ programming and provide news, traffic, weather, entertainment and sports information, among other services for their local communities.


~~(3)~~	~~KCCW-TV is operated as a satellite station of WCCO-TV.~~


~~(4)~~	~~WBXI-CA is a Class A low power television station. Class A low power television stations do not implicate the FCC’s ownership rules.~~


Name	Age	Position
Robert M. Bakish	59	President and Chief Executive Officer, Director
Naveen Chopra	49	Executive Vice President, Chief Financial Officer
Christa A. D’Alimonte	54	Executive Vice President, General Counsel and Secretary
Doretha (DeDe) Lea	58	Executive Vice President, Global Public Policy and Government Relations
Julia Phelps	45	Executive Vice President, Chief Communications and Corporate Marketing Officer
Nancy Phillips	55	Executive Vice President, Chief People Officer



~~Name~~Item 3.			~~Age~~	~~Title~~
~~Leslie Moonves~~	68	~~Chairman of the Board, President and Chief Executive Officer~~
~~Anthony G. Ambrosio~~	57	~~Senior Executive Vice President, Chief Administrative Officer and~~ ~~Chief Human Resources Officer~~
~~Jonathan H. Anschell~~	49	~~Executive Vice President, Deputy General Counsel and Secretary~~
~~Joseph R. Ianniello~~	50	~~Chief Operating Officer~~
~~Richard M. Jones~~	52	~~Executive Vice President and General Tax Counsel~~
~~Lawrence Liding~~	49	~~Executive Vice President, Controller and Chief Accounting Officer~~
~~Gil Schwartz~~	66	~~Senior Executive Vice President and Chief Communications Officer~~
~~Lawrence P. Tu~~	63	~~Senior Executive Vice President and Chief~~ Legal ~~Officer~~
		Proceedings.



Item 5.			Market for ~~CBS Corporation’s~~Paramount Global’s Common Equity, Related Stockholder Matters and Purchases of Equity Securities.



(in millions, except per share amounts)	Total Number of Shares Purchased ^(a)		Average Price Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs		Remaining Authorization
October 1, 2017 - October 31, 2017		—	$	—		—		$	3,057
November 1, 2017 - November 30, 2017		17.9	$	56.40		(a)		$	3,057
December 1, 2017 - December 31, 2017		—	$	—		—		$	3,057
Total		17.9				(a)		$	3,057



Item 1.			Business.


Item 1A.			Risk Factors.


Item 1B.			Unresolved Staff Comments.


Item 2.			Properties.



December 31,	2012	2013	2014	2015	2016	2017
CBS Corp. Class A Common Stock	$100	$169	$151	$141	$178	$166
CBS Corp. Class B Common Stock	$100	$169	$148	$128	$174	$164
S&P 500	$100	$132	$151	$153	$171	$206
Peer Group ^(a)	$100	$151	$181	$171	$190	$202



	Year Ended December 31, ^(a)
	2017 ^{(b) (c) (d) (e)}			2016 ^{(b) (c)}			2015 ^(b) ^(f)			2014 ^{(b) (e)}		2013
Revenues	$	13,692		$	13,166		$	12,671		$	12,519	$	12,713
Operating income	$	2,423		$	2,621		$	2,658		$	2,590	$	2,663
Net earnings from continuing operations	$	1,309		$	1,552		$	1,554		$	1,151	$	1,520
Net earnings (loss) from discontinued operations, net of tax	$	(952	)	$	(291	)	$	(141	)	$	1,808	$	359
Net earnings	$	357		$	1,261		$	1,413		$	2,959	$	1,879

Basic net earnings (loss) per common share:
Net earnings from continuing operations	$	3.26		$	3.50		$	3.21		$	2.09	$	2.50
Net earnings (loss) from discontinued operations	$	(2.37	)	$	(.66	)	$	(.29	)	$	3.29	$	.59
Net earnings	$	.89		$	2.84		$	2.92		$	5.38	$	3.09

Diluted net earnings (loss) per common share:
Net earnings from continuing operations	$	3.22		$	3.46		$	3.18		$	2.05	$	2.44
Net earnings (loss) from discontinued operations	$	(2.34	)	$	(.65	)	$	(.29	)	$	3.22	$	.58
Net earnings	$	.88		$	2.81		$	2.89		$	5.27	$	3.01

Dividends per common share	$	.72		$	.66		$	.60		$	.54	$	.48

At Year End:
Total assets:
Continuing operations	$	20,830		$	19,642		$	18,695		$	18,372	$	17,191
Discontinued operations	13			4,596			5,070			5,563		9,014
Total assets	$	20,843		$	24,238		$	23,765		$	23,935	$	26,205
Total debt:
Continuing operations	$	10,162		$	9,375		$	8,448		$	7,112	$	6,403
Discontinued operations	—			1,345			—			—		14
Total debt	$	10,162		$	10,720		$	8,448		$	7,112	$	6,417
Total Stockholders’ Equity	$	1,978		$	3,689		$	5,563		$	6,970	$	9,966



	Total Number of Shares (in millions)		Average Price Per Share			Dollar Value of Shares Repurchased			Remaining Authorization
Share repurchase program		16.2		$	64.70		$	1,050		$	3,057
Shares retired in split-off of CBS Radio		17.9		$	56.40		1,007
Total		34.1		$	60.35		$	2,057



	Net Earnings from Continuing Operations						Diluted EPS from Continuing Operations ^(f)
Year Ended December 31,	2017			2016			2017			2016
Reported (GAAP)	$	1,309		$	1,552		$	3.22		$	3.46
Discrete items:
Pension settlement charges (net of a tax benefit of $115 million in 2017 and $81 million in 2016)	237			130			.58			.29
Restructuring and merger and acquisition-related costs (net of a tax benefit of $24 million in 2017 and $15 million in 2016)	39			23			.10			.05
Other operating items, net (net of a tax benefit of $4 million in 2017 and a tax provision of $4 million in 2016) ^(a)	(23		)	(5		)	(.06		)	(.01		)
Loss on early extinguishment of debt (net of a tax benefit of $18 million)	31			—			.08			—
Write-down of investments (net of a tax benefit of $3 million in 2017) ^(b)	5			10			.01			.02
Federal tax reform ^(c)	129			—			.32			—
Tax items ^(d)	(22		)	(47		)	(.05		)	(.10		)
Adjusted (Non-GAAP)	$	1,705		$	1,663		$	4.19		$	3.71



	Net Earnings						Diluted EPS ^(f)
Year Ended December 31,	2017			2016			2017			2016
Reported (GAAP)	$	357		$	1,261		$	.88		$	2.81
Discrete items:
Pension settlement charges (net of a tax benefit of $115 million in 2017 and $81 million in 2016)	237			130			.58			.29
Restructuring and merger and acquisition-related costs (net of a tax benefit of $24 million in 2017 and $15 million in 2016)	39			23			.10			.05
Other operating items, net (net of a tax benefit of $4 million in 2017 and a tax provision of $4 million in 2016) ^(a)	(23		)	(5		)	(.06		)	(.01		)
Loss on early extinguishment of debt (net of a tax benefit of $18 million)	31			—			.08			—
Write-down of investments (net of a tax benefit of $3 million in 2017) ^(b)	5			10			.01			.02
Federal tax reform ^(c)	129			—			.32			—
Tax items ^(d)	(64		)	(11		)	(.16		)	(.02		)
Discontinued operations items ^(e)	1,080			432			2.65			.96
Adjusted (Non-GAAP)	$	1,791		$	1,840		$	4.40		$	4.11



Fair value of CBS Corp. Class B Common Stock accepted
(17,854,689 shares at $56.40 per share on November 16, 2017)	$	1,007
Carrying value of CBS Radio ^(a)	(1,112		)
Net loss on split-off of CBS Radio	$	(105	)



Year Ended December 31, 2017	CBS Radio				Other				Total
Revenues	$	1,018			$	—			$	1,018
Costs and expenses:
Operating	364				—				364
Selling, general and administrative	446				(1		)		445
Market value adjustment	980			^(a)	—				980
Restructuring charges	7			^(b)	—				7
Total costs and expenses	1,797				(1		)		1,796
Operating income (loss)	(779		)		1				(778		)
Interest expense	(70		)		—				(70		)
Earnings (loss) from discontinued operations	(849		)		1				(848		)
Income tax benefit (provision)	(55		)		45			^(c)	(10		)
Earnings (loss) from discontinued operations, net of tax	(904		)		46				(858		)
Net gain (loss) on disposal	(109		)		13				(96		)
Income tax benefit (provision)	4				(2		)		2
Net gain (loss) on disposal, net of tax	(105		)		11			^(d)	(94		)
Net earnings (loss) from discontinued operations, net of tax	$	(1,009	)		$	57			$	(952	)



First Quarter 2017	$	(715	)
Second Quarter 2017	(365		)
Third Quarter 2017	100
	$	(980	)



Year Ended December 31, 2016	CBS Radio				Other ^(b)			Total
Revenues	$	1,220			$	—		$	1,220
Costs and expenses:
Operating	397				—			397
Selling, general and administrative	497				—			497
Depreciation and amortization	26				—			26
Restructuring charges	8			^(a)	—			8
Impairment charge	444				—			444
Total costs and expenses	1,372				—			1,372
Operating loss	(152		)		—			(152		)
Interest expense	(17		)		—			(17		)
Other income	2				—			2
Loss from discontinued operations	(167		)		—			(167		)
Income tax provision	(88		)		(36		)	(124		)
Net loss from discontinued operations, net of tax	$	(255	)		$	(36	)	$	(291	)



Year Ended December 31, 2015	CBS Radio			Other ^(a)			Total
Revenues	$	1,223		$	—		$	1,223
Costs and expenses:
Operating	415			—			415
Selling, general and administrative	500			—			500
Depreciation and amortization	29			—			29
Restructuring charges	36			—			36
Impairment charge	484			—			484
Total costs and expenses	1,464			—			1,464
Operating loss	(241		)	—			(241		)
Other income	1			—			1
Loss from discontinued operations	(240		)	—			(240		)
Income tax benefit	89			—			89
Loss from discontinued operations, net of tax	(151		)	—			(151		)
Net gain on disposal	—			17			17
Income tax provision	—			(7		)	(7		)
Net gain on disposal, net of tax	—			10			10
Net earnings (loss) from discontinued operations, net of tax	$	(151	)	$	10		$	(141	)



				% of Total						% of Total
				Segment						Segment
				Operating						Operating			Increase/(Decrease)
Year Ended December 31,	2017			Income			2016			Income			$			%
Segment Operating Income (Loss):
Entertainment	$	1,554			55	%	$	1,519			53	%	$	35		2	%
Cable Networks	996				35		959				33		37			4
Publishing	132				5		119				4		13			11
Local Media	492				18		618				22		(126		)	(20	)
Corporate	(355		)		(13	)	(354		)		(12	)	(1		)	—
Total Segment Operating Income	2,819				100	%	2,861				100	%	(42		)	(1	)
Pension settlement charges	(352		)				(211		)				(141		)	(67	)
Restructuring and merger and acquisition-related costs	(63		)				(38		)				(25		)	(66	)
Other operating items, net	19						9						10			111
Total Operating Income	$	2,423					$	2,621					$	(198	)	(8	)%



																2023 and
	2018			2019			2020			2021			2022			Thereafter
Long-term debt		$	—		$	600		$	—		$	300		$	700	$	7,940



	Balance at									Balance at
	December 31, 2016				Acquisitions			Dispositions		December 31, 2017
Entertainment:
Goodwill		$	9,300		$	23	^(a)	$	—		$	9,323
Accumulated impairment losses		(6,294		)	—			—			(6,294		)
Goodwill, net of impairment		3,006			23			—			3,029
Cable Networks:
Goodwill		480			—			—			480
Accumulated impairment losses		—			—			—			—
Goodwill, net of impairment		480			—			—			480
Publishing:
Goodwill		431			4		^(b)	—			435
Accumulated impairment losses		—			—			—			—
Goodwill, net of impairment		431			4			—			435
Local Media:
Goodwill		8,007			—			—			8,007
Accumulated impairment losses		(7,060		)	—			—			(7,060		)
Goodwill, net of impairment		947			—			—			947
Total:
Goodwill		18,218			27			—			18,245
Accumulated impairment losses		(13,354		)	—			—			(13,354		)
Goodwill, net of impairment		$	4,864		$	27		$	—		$	4,891



	Balance at											Balance at
	December 31, 2015				Acquisitions			Dispositions				December 31, 2016
Entertainment:
Goodwill		$	9,250		$	52	^(c)	$	(2	)	^(d)		$	9,300
Accumulated impairment losses		(6,294		)	—			—					(6,294		)
Goodwill, net of impairment		2,956			52			(2		)			3,006
Cable Networks:
Goodwill		480			—			—					480
Accumulated impairment losses		—			—			—					—
Goodwill, net of impairment		480			—			—					480
Publishing:
Goodwill		406			25		^(b)	—					431
Accumulated impairment losses		—			—			—					—
Goodwill, net of impairment		406			25			—					431
Local Media:
Goodwill		8,007			—			—					8,007
Accumulated impairment losses		(7,060		)	—			—					(7,060		)
Goodwill, net of impairment		947			—			—					947
Total:
Goodwill		18,143			77			(2		)			18,218
Accumulated impairment losses		(13,354		)	—			—					(13,354		)
Goodwill, net of impairment		$	4,789		$	77		$	(2	)			$	4,864



			Accumulated
At December 31, 2017	Gross		Amortization			Net
Intangible assets subject to amortization:	190
Trade names	$	190	$	(51	)	$	139
Other intangible assets	134		(101		)	33
Total intangible assets subject to amortization	324		(152		)	172
FCC licenses	2,441		—			2,441
International broadcast licenses ^(a)	53		—			53
Total intangible assets	$	2,818	$	(152	)	$	2,666



At December 31,	2017 ^(a)		2016
Receivables, net	$	—	$	244
Other current assets	1		61
Goodwill	—		1,285
Intangible assets	—		2,832
Net property and equipment	—		145
Other assets	12		29
Total Assets	$	13	$	4,596
Current portion of long-term debt	$	—	$	10
Other current liabilities	32		145
Long-term debt	—		1,335
Deferred income tax liabilities	—		998
Other liabilities	42		118
Total Liabilities	$	74	$	2,606



Term Loan due October 2023, net of discount	$	955
7.250% Senior Notes due November 2024	400
Revolving Credit Facility	10
Deferred financing costs	(20		)
Total long-term debt, including current portion	$	1,345



				Weighted Average
	RSUs			Grant Date Fair Value
Non-vested at December 31, 2016		6,457,620			$	52.57
Granted		2,506,607			$	66.59
Vested		(2,892,533	)		$	52.69
Forfeited		(747,707	)		$	59.04
Non-vested at December 31, 2017		5,323,987			$	58.19



	Outstanding					Exercisable
		Remaining	Weighted				Weighted
Range of	Number	Contractual	Average			Number	Average
Exercise Price	of Options	Life (Years)	Exercise Price			of Options	Exercise Price
$5 to 9.99	25,465	1.08		$	5.72	25,465		$	5.72
$10 to 19.99	174,668	0.95		$	14.46	174,668		$	14.46
$20 to 29.99	1,086,770	1.70		$	26.62	1,086,770		$	26.62
$30 to 39.99	791,703	2.82		$	34.27	791,703		$	34.27
$40 to 49.99	3,213,930	4.61		$	45.17	1,977,910		$	44.77
$50 to 59.99	1,635,410	5.13		$	59.54	772,552		$	59.54
$60 to 69.99	3,185,890	5.38		$	66.04	1,547,218		$	65.89
	10,113,836					6,376,286



At January 1, 2015	$	140
Additions for current year tax positions	14
Additions for prior year tax positions	6
Reductions for prior year tax positions	(32		)
Cash settlements	(23		)
Statute of limitations lapses	(1		)
At December 31, 2015	104
Additions for current year tax positions	9
Additions for prior year tax positions	4
Reductions for prior year tax positions	(8		)
Cash settlements	(6		)
Statute of limitations lapses	(1		)
At December 31, 2016	102
Additions for current year tax positions	50
Additions for prior year tax positions	39
Reductions for prior year tax positions	(41		)
Cash settlements	(5		)
Statute of limitations lapses	(7		)
At December 31, 2017	$	138