SECURITIES AND EXCHANGE COMMISSION
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|Item 2.02|| |
Results of Operations and Financial Condition.
On November 2, 2022, Paramount Global issued a press release announcing earnings for the third quarter ended September 30, 2022. A copy of the press release is furnished herewith as Exhibit 99 and is incorporated by reference herein in its entirety.
The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act.
|Item 9.01|| |
Financial Statements and Exhibits.
Description of Exhibit
|99||Press release of Paramount Global dated November 2, 2022, announcing earnings for the third quarter ended September 30, 2022.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
/s/ Christa A. D’Alimonte
|Name:||Christa A. D’Alimonte|
Executive Vice President,
General Counsel and Secretary
Date: November 2, 2022
EARNINGS PRESS RELEASE | November 2, 2022 PARAMOUNT EARNINGS RESULTS REPORTS Q3 2022 «Paramount+ Added 4.6M Subscribers and Grew Revenue 95% Total Global Direct-to-Consumer (DTC) Subscribers Rose to Nearly 67M «Pluto TV Maintained its Lead as the #1 Free Ad-Supported Streaming TV Service In the U.S. Reached 72M Monthly Active Users (MAUs) Globally Grew Global Total Viewing Hours Strong Double Digits Year-Over-Year «Paramount Pictures Extended its Impressive Theatrical Run in 2022 Smile Delivered the Studios Sixth #1 Film Year-to-Date Top Gun: Maverick Became the #5 Domestic Movie of All Time «Affiliate & Subscription and Theatrical Revenue Strength Drove 5% Increase in Total Company Revenue Affiliate & Subscription Revenue Grew 8%, Including 59% Growth in DTC Subscription Revenue Theatrical Revenue Increased 245% Advertising Revenue Declined 2%, Reflecting Macroeconomic Headwinds STATEMENT FROM BOB BAKISH, PRESIDENT & CEO In the third quarter, Paramount continued to execute on our differentiated strategy, anchored by our broad range of popular content, our diverse portfolio of platforms, and our truly global operating reach. That strategy continued to drive growth in subscriptions across our streaming platforms with Paramount+ adding 4.6M subscribers. Paramount Pictures also extended its stellar run with its sixth #1 film in 2022. Looking forward, we couldnt be more excited about the array of sensational content coming to Paramount+ in the fourth quarter, as well as the launch of the service in France, Germany, Austria and Switzerland. $ IN MILLIONS, EXCEPT PER SHARE AMOUNTS Three Months Ended September 30 Nine Months Ended September 30 GAAP 2022 2021 B/(W)% 2022 2021 B/(W)% Revenue $ 6,916 $ 6,610 5 % $ 22,023 $ 20,586 7 % âª TV Media 4,948 5,220 (5)% 15,849 16,432 (4)% âª Direct-to-Consumer 1,226 890 38 % 3,508 2,255 56 % âª Filmed Entertainment 783 530 48 % 2,770 1,993 39 % âª Eliminations (41) (30) (37)% (104) (94) (11)% Operating income $ 566 $ 879 (36)% $ 2,160 $ 3,633 (41)% Diluted EPS from continuing operations attributable to Paramount $ .21 $ .69 (70)% $ 1.32 $ 3.62 (64)% Non-GAAP Adjusted OIBDA $ 786 $ 1,020 (23)% $ 2,662 $ 3,887 (32)% Adjusted diluted EPS from continuing operations attributable to Paramount $ .39 $ .76 (49)% $ 1.63 $ 3.23 (50)% *During Non-GAAP 4Q20, measures Paramount are detailed entered into in the an Supplemental agreement to Disclosures sell Simon & at Schuster the end. of Simon this release & Schuster . has been presented as a discontinued operation in the companys consolidated financial statements for all periods.
DIRECT-TO-CONSUMER Q3 HIGHLIGHTS Global DTC subscribers rose to nearly 67M. Reflects the addition of 4.7M DTC subscribers. Paramount+ subscribers grew to 46M, which reflects the addition of 4.6M subscribers and the removal of 1.9M Paramount+ subscribers, following the launch of SkyShowtime to replace Paramount+ in the Nordics. Paramount+ was the #1 streaming service in the U.S. in sign-ups and gross subscriber additions year-to-date according to Antennas September 2022 Report. Paramount+ subscriber growth was driven by launches in international markets as well as the start of the NFL season, UEFA Champions UEFA League, and the launch of the Walmart+ partnership. Internationally, HALO and Yellowstone were top acquisition drivers for the service and in Latin America, the English Premier League drove strong sign-ups. Top Gun: Maverick to stream on Paramount+ by the end of the year. Pluto TV maintained its lead as the #1 free ad-supported streaming TV service in Beavis and Butt-Head 1883 the U.S. Pluto TV became the first free ad-supported streaming TV service to represent a significant enough portion of TV viewing to be named in Nielsens monthly TV viewing Gauge report. Grew total global viewing hours strong double-digits year-over-year. Q3 FINANCIALS DTC revenue increased 38% year-over-year. Subscription revenue grew 59% year-over-year to $863M, principally reflecting paid subscriber growth on Paramount+. Advertising revenue rose 4% year-over-year. Paramount+ revenue grew 95% year-over-year. Adjusted OIBDA decreased $145M year-over-year, reflecting investments in content, marketing and international expansion. $ IN MILLIONS Three Months Ended September 30 Nine Months Ended September 30 2022 2021 $ B/(W) % 2022 2021 $ B/(W) % Revenue $ 1,226 $ 890 $ 336 38 % $ 3,508 $ 2,255 $ 1,253 56 % âª Advertising 363 348 15 4 1,073 857 216 25 âª Subscription 863 542 321 59 2,435 1,398 1,037 74 Expenses 1,569 1,088 (481) (44) 4,752 2,745 (2,007) (73) Adjusted OIBDA $ (343) $ (198) $ (145) (73)% $ (1,244) $ (490) $ (754) (154)% 2
TV MEDIA Q3 HIGHLIGHTS CBS had a strong start to the fall season, including: Top three new series Fire Country, East New York and So Help Me Todd. 7 of the top 10 entertainment shows. The #1 spot in Late Night and Daytime across broadcast networks. The top 4 comedies with Young Sheldon, Ghosts, The Neighborhood and Bob Hearts Abishola. Paramounts family of cable networks continued to grow share year-over-year. Adult cable series on Paramount networks accounted for 5 of the top 10 among audiences P18-34. Kids cable series on Nickelodeon accounted for 9 of the top 10 among audiences P2-11. Increased share of viewing year-over-year in a number of international markets, including Chile (Chilevision) and Australia (Network 10). Ghosts Fire Country Q3 FINANCIALS Revenue declined 5% year-over-year. Advertising revenue decreased 3% year-over-year, as increases from political advertising and pricing only partially offset the impact from lower impressions and FX. Affiliate and subscription revenue declined 5% year-over-year, as rate increases only partially offset net pay television subscriber declines, and we restructured certain international affiliate agreements, which resulted in a shift of revenue from our pay television services to our DTC services. Licensing and other revenue declined 9% year-over-year driven by the comparison against several significant domestic licensing arrangements in the prior year. Adjusted OIBDA decreased 11% year-over-year, driven by the decline in affiliate and subscription revenue and lower profits from content licensing. Source: Nielsen Media Research $ IN MILLIONS Three Months Ended September 30 Nine Months Ended September 30 2022 2021 $ B/(W) % 2022 2021 $ B/(W) % Revenue $ 4,948 $ 5,220 $ (272) (5)% $ 15,849 $ 16,432 $ (583) (4)% âª Advertising 1,973 2,039 (66) (3) 6,668 7,230 (562) (8) âª Affiliate and subscription 2,000 2,108 (108) (5) 6,156 6,303 (147) (2) âª Licensing and other 975 1,073 (98) (9) 3,025 2,899 126 4 Expenses 3,717 3,835 118 3 11,694 11,778 84 1 Adjusted OIBDA $ 1,231 $ 1,385 $ (154) (11)% $ 4,155 $ 4,654 $ (499) (11)% 3
FILMED ENTERTAINMENT Q3 HIGHLIGHTS Paramount Pictures achieved its sixth #1 box office film of the year with horror thriller Smile. Top Gun: Maverick became the #1 best-selling digital sell-through title in the U.S. in its first week of release. Q3 FINANCIALS Revenue grew 48% year-over-year, led by the success of Top Gun: Maverick at the box office and in the digital home entertainment market. Adjusted OIBDA increased $65M in the quarter, reflecting the strong performance of Top Gun: Maverick. Smile Top Gun: Maverick $ IN MILLIONS Three Months Ended September 30 Nine Months Ended September 30 2022 2021 $ B/(W) % 2022 2021 $ B/(W) % Revenue $ 783 $ 530 $ 253 48 % $ 2,770 $ 1,993 $ 777 39 % âª Advertising 3 2 1 50 17 14 3 21 âª Theatrical 231 67 164 245 1,126 202 924 457 âª Licensing and other 549 461 88 19 1,627 1,777 (150) (8) Expenses 742 554 (188) (34) 2,585 1,786 (799) (45) Adjusted OIBDA $ 41 $ (24) $ 65 n/m $ 185 $ 207 $ (22) (11)% n/mnot meaningful BALANCE SHEET & LIQUIDITY âª As of cash of September on its balance 30, 2022, sheet the and company a committed had $ $3 3..4B 5B $3.4B $3.5B revolving credit facility that remains undrawn. UNDRAWN CASH ON BALANCE CREDIT REVOLVING FACILITY SHEET
ABOUT PARAMOUNT Paramount (NASDAQ: PARA; PARAA) is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic consumer brands, its portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, Paramount+, Pluto TV and Simon & Schuster, among others. The company delivers the largest share of the U.S. television audience and boasts one of the industrys most important and extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, Paramount provides powerful capabilities in production, distribution and advertising solutions. For more information about Paramount, please visit www.paramount.com and follow @ParamountCo on social platforms. PARA-IR CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS statements This communication that are not contains statements both historical of historical and fact forward are, or -looking may be statements, deemed to including be, forward statements -looking statements related to our within future the results meaning and of performance the Private . All Securities These forward Litigation -looking Reform statements Act of 1995 reflect . Similarly, our current statements expectations that describe concerning our future objectives, results plans and or events; goals generally are or may can be be forward identified -looking by the statements use of . similar statements words that or include phrases; phrases and involve such known as believe, and unknown expect, risks, anticipate, uncertainties intend, and plan, other factors foresee, that likely, are difficult will, to may, predict could, and which estimate may cause or other our actual statements results, . These performance risks, uncertainties or achievements and other to be factors different include, from among any future others: results, risks performance related to our or streaming achievements initiatives; expressed changes or implied in consumer by these behavior, viewership, as well as evolving advertising technologies, market conditions distribution and platforms deficiencies and in packaging; audience measurement; the impact on our our ability advertising to maintain revenues attractive as a result brands of changes and our in reputation, consumer and to offer advertising popular and programming distribution; and the other potential content; for loss increased of carriage costs or for other content reduction and other in or the rights; impact competition of negotiations for talent, for content, the distribution audiences, of our subscribers, content; losses due businesses, to asset products, impairment services charges and for technologies, goodwill, intangible through assets, acquisitions FCC licenses and other and strategic programming; initiatives; risks evolving related business to our ongoing continuity, investments cybersecurity, in new privacy and domestic data protection and global and political, similar economic risks; content and regulatory infringement; factors the affecting impact of our COVID businesses -19 and other generally; pandemics liabilities and related measures to discontinued taken in response operations thereto; and former conflicts businesses; of interest the arising loss from of existing our ownership or inability structure to hire with new akey controlling employees stockholder; or secure creative and other talent; factors strikes described and other in our union news activity; releases potential and filings with 8 the -K .Securities There may and be Exchange additional Commission, risks, uncertainties including and but factors not limited that we to do our not most currently recent view Annual as material Report on or that Form are 10 -not K and necessarily reports on known Form. The 10-Q forward and Formlooking publicly statements update any included forward- looking in this communication statements to reflect are made subsequent only as of events the date or circumstances of this communication, . and we do not undertake any obligation to 5
CONTACTS PRESS INVESTOR Justin Dini Executive vice president corporate communications (212) 846-2724 email@example.com peter Collins vice president corporate communications (917) 826-4182 firstname.lastname@example.org Anthony diclemente Executive vice president
Q3 2022 EARNINGS FINANCIAL STATEMENTS PARAMOUNT GLOBAL AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited; in millions, except per share amounts) Three Months Ended Nine Months Ended September 30 September 30 2022 2021 2022 2021 Revenues $ 6,916 $ 6,610 $ 22,023 $ 20,586 Costs and expenses: Operating 4,460 4,064 14,362 12,292 Selling, general and administrative 1,670 1,526 4,999 4,407 Depreciation and amortization 92 95 282 289 Restructuring and other corporate matters 169 46 276 81 Total costs and expenses 6,391 5,731 19,919 17,069 Net gain on dispositions 41 56 116 Operating income 566 879 2,160 3,633 Interest expense (231) (243) (701) (745) Interest income 33 11 73 37 Net gains (losses) from investments (9) (5) (9) 47 Loss on extinguishment of debt (120) (128) Other items, net (36) (26) (91) (55) Earnings from continuing operations before income taxes and equity in loss of investee companies 323 616 1,312 2,789 Provision for income taxes (101) (120) (264) (312) Equity in loss of investee companies, net of tax (58) (18) (124) (80) Net earnings from continuing operations 164 478 924 2,397 Net earnings from discontinued operations, net of tax 78 73 181 126 Net earnings (Paramount and noncontrolling interests) 242 551 1,105 2,523 Net earnings attributable to noncontrolling interests (11) (13) (22) (38) Net earnings attributable to Paramount $ 231 $ 538 $ 1,083 $ 2,485 Amounts attributable to Paramount: Net earnings from continuing operations $ 153 $ 465 $ 902 $ 2,359 Net earnings from discontinued operations, net of tax 78 73 181 126 Net earnings attributable to Paramount $ 231 $ 538 $ 1,083 $ 2,485 Basic net earnings per common share attributable to Paramount: Net earnings from continuing operations $ .21 $ .70 $ 1.32 $ 3.65 Net earnings from discontinued operations $ .12 $ .11 $ ..28 $ .20 Net earnings $ .33 $ .81 $ 1.60 $ 3.85 Diluted net earnings per common share attributable to Paramount: (a) Net earnings from continuing operations $ .21 $ .69 $ 1.32 $ 3.62 Net earnings from discontinued operations $ .12 $ .11 $ .28 $ .20 Net earnings $ .33 $ .80 $ 1.60 $ 3.81 Weighted average number of common shares outstanding: Basic 649 646 649 638 Diluted 650 651 650 644 (a) Diluted net earnings per common share (EPS) for the three and nine months ended September 30, 2022 and 2021, excludes the effect of the assumed conversion of our 5.75% Series A Mandatory Convertible Preferred Stock to shares of common stock since it would have been antidilutive. As a result, in the calculations of 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 three and nine months ended September 30, 2022 of $14 million and $43 million, respectively, and three and nine months ended September 30, 2021 of $14 million and $30 million, respectively, are deducted from net earnings from continuing operations and net earnings, as applicable. 7
Q3 2022 EARNINGS FINANCIAL STATEMENTS PARAMOUNT GLOBAL AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited; in millions, except per share amounts) At At September 30, 2022 December 31, 2021 ASSETS Current Assets: Cash and cash equivalents $ 3,383 $ 6,267 Receivables, net 6,588 6,984 Programming and other inventory 1,492 1,504 Prepaid expenses and other current assets 1,263 1,176 Current assets of discontinued operations 798 745 Total current assets 13,524 16,676 Property and equipment, net 1,700 1,736 Programming and other inventory 15,449 13,358 Goodwill 16,426 16,584 Intangible assets, net 2,716 2,772 Operating lease assets 1,482 1,630 Deferred income tax assets, net 1,254 1,206 Other assets 3,929 3,824 Assets held for sale 19 Assets of discontinued operations 807 815 Total Assets $ 57,287 $ 58,620 LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities: Accounts payable $ 943 $ 800 Accrued expenses 2,071 2,323 Participants share and royalties payable 2,618 2,159 Accrued programming and production costs 1,837 1,342 Deferred revenues 796 1,091 Debt 196 11 Other current liabilities 1,331 1,182 Current liabilities of discontinued operations 534 571 Total current liabilities 10,326 9,479 Long-term debt 15,638 17,698 Participants share and royalties payable 1,436 1,244 Pension and postretirement benefit obligations 1,844 1,946 Deferred income tax liabilities, net 1,037 1,063 Operating lease liabilities 1,468 1,598 Program rights obligations 375 404 Other liabilities 1,727 1,898 Liabilities of discontinued operations 203 213 Redeemable noncontrolling interest 94 107 Commitments and contingencies 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 shares issued (2022 and 2021) Class B Common Stock, par value $.001 per share; 5,000 shares authorized; 1,111 (2022) and 1,110 (2021) shares issued 1 1 Additional paid-in capital 33,034 32,918 Treasury stock, at cost; 503 (2022 and 2021) Class B shares (22,958) (22,958) Retained earnings 14,889 14,343 Accumulated other comprehensive loss (2,319) (1,902) Total Paramount stockholders equity 22,647 22,402 Noncontrolling interests 492 568 Total Equity 23,139 22,970 Total Liabilities and Equity $ 57,287 $ 58,620 8
Q3 2022 EARNINGS FINANCIAL STATEMENTS PARAMOUNT GLOBAL AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in millions) Nine Months Ended September 30 2022 2021 Operating Activities: Net earnings (Paramount and noncontrolling interests) $ 1,105 $ 2,523 Less: Net earnings from discontinued operations, net of tax 181 126 Net earnings from continuing operations 924 2,397 Adjustments to reconcile net earnings from continuing operations to net cash flow provided by operating activities from continuing operations: Depreciation and amortization 282 289 Deferred tax benefit (42) (21) Stock-based compensation 127 154 Net gain on dispositions (56) (116) (Gains) losses from investments 9 (47) Loss on extinguishment of debt 120 128 Equity in loss of investee companies, net of tax 124 80 Change in assets and liabilities (1,269) (1,336) Net cash flow provided by operating activities from continuing operations 219 1,528 Net cash flow provided by operating activities from discontinued operations 107 124 Net cash flow provided by operating activities 326 1,652 Investing Activities: Investments (189) (147) Capital expenditures (228) (231) Acquisitions, net of cash acquired (27) Proceeds from dispositions 38 418 Other investing activities (1) (26) Net cash flow used for investing activities from continuing operations (380) (13) Net cash flow used for investing activities from discontinued operations (3) (3) Net cash flow used for investing activities (383) (16) Financing Activities: Proceeds from issuance of debt 1,114 48 Repayment of debt (3,123) (2,220) Dividends paid on preferred stock (43) (15) Dividends paid on common stock (471) (458) Proceeds from issuance of preferred stock 983 Proceeds from issuance of common stock 1,672 Payment of payroll taxes in lieu of issuing shares for stock-based compensation (14) (55) Proceeds from exercise of stock options 408 Payments to noncontrolling interests (106) (215) Other financing activities (38) (47) Net cash flow (used for) provided by financing activities (2,681) 101 Effect of exchange rate changes on cash and cash equivalents (146) (30) Net (decrease) increase in cash, cash equivalents and restricted cash (2,884) 1,707 Cash, cash equivalents and restricted cash at beginning of year (includes $135 (2021) of restricted cash) 6,267 3,119 Cash, cash equivalents and restricted cash at end of period (includes $3 (2021) of restricted cash) $ 3,383 $ 4,826 9
Q3 2022 EARNINGS Supplemental Disclosures SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES (Unaudited; in millions, except per share amounts) Results for the three and nine months ended September 30, 2022 and 2021 included certain items identified as affecting comparability. Adjusted operating income before depreciation and amortization (Adjusted OIBDA), adjusted earnings from continuing operations before income taxes, adjusted provision for income taxes, adjusted net earnings from continuing operations attributable to Paramount, and adjusted diluted EPS from continuing operations (together, the adjusted measures) exclude the impact of these items and are measures of performance not calculated in accordance with accounting principles generally accepted in the United States of America (GAAP). We use these measures to, among other things, evaluate our operating performance. These measures are among the primary measures used by management for planning and forecasting of future periods, and they are important indicators of our operational strength and business performance. In addition, we use Adjusted OIBDA to, among other things, value prospective acquisitions. We believe these measures are relevant and useful for investors because they allow investors to view performance in a manner similar to the method used by our management; provide a clearer perspective on our underlying performance; and make it easier for investors, analysts and peers to compare our operating performance to other companies in our industry and to compare our year-over-year results. Because the adjusted measures are measures of performance not calculated in accordance with GAAP, they should not be considered in isolation of, or as a substitute for, operating (FBI) income, earnings(NCIS)from continuing operations before income taxes, provision/benefit for income taxes, net earnings from continuing operations attributable to Paramount or diluted EPS from continuing operations, as applicable, as indicators of operating performance. These measures, as we calculate them, may not be comparable to similarly titled measures employed by other companies. The following tables reconcile the adjusted measures to their most directly comparable financial measures in accordance with GAAP. Three Months Ended Nine Months Ended September 30 September 30 2022 2021 2022 2021 Operating income (GAAP) $ 566 $ 879 $ 2,160 $ 3,633 Depreciation and amortization 92 95 282 289 Restructuring and other corporate matters (a) 169 46 276 81 Net gain on dispositions (a) (41) (56) (116) Adjusted OIBDA (Non-GAAP) $ 786 $ 1,020 $ 2,662 $ 3,887 (a) See notes on the following tables for additional information on items affecting comparability.
Q3 2022 EARNINGS Supplemental Disclosures SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES (Continued) (Unaudited; in millions, except per share amounts) Three Months Ended September 30, 2022 Net Earnings Earnings from from Continuing Continuing Diluted EPS Operations Operations from Before Income Provision for Attributable to Continuing Taxes Income Taxes Paramount Operations Reported (GAAP) $ 323 $ (101) $ 153 $ .21 Items affecting comparability: Restructuring and other corporate matters (a) 169 (38) 131 .20 Gain on dispositions (b) (41) 10 (31) (.05) Loss from investments (c) 9 (1) 8 .01 Discrete tax items (d) 9 9 .02 Adjusted OIBDA (Non-GAAP) $ 460 $ (121) $ 270 $ .39 (a) Comprised of charges of $85 million for restructuring, consisting of severance costs associated with changes in management following the realignment of our operating segments and lease impairments; $77 million associated with litigation described under Legal MattersStockholder Matters in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022; and $7 million related to the suspension of operations in Russia. FBI (b) Reflects a gain recognized upon the contribution of certain assets of Paramount+ in Denmark, Finland, Norway and Sweden (the Nordics) to SkyShowtime, our streaming joint venture with Comcast (SkyShowtime). (c) Reflects a loss on the sale of a 37.5% interest in The CW and an impairment of an investment. (d) Primarily reflects discrete tax provisions realized in connection with the filing of our tax returns in international jurisdictions and from the transfer of subsidiaries in connection with a reorganization of our international operations. Three Months Ended September 30, 2021 Net Earnings Earnings from from Continuing Continuing Diluted EPS Operations Operations from Before Income Provision for Attributable to Continuing Taxes Income Taxes Paramount Operations Reported (GAAP) $ 616 $ (120) $ 465 $ .69 Items affecting comparability: Restructuring and other corporate matters (a) 46 (12) 34 .05 Loss from investments (b) 5 (1) 4 .01 Pension settlement charges (c) 10 (2) 8 .01 Discrete tax items (1) (1) Adjusted OIBDA (Non-GAAP) $ 677 $ (136) $ 510 $ .76 (a) Reflects severance costs associated with changes in management at certain of our businesses. (b) Reflects the change in fair value of an investment that was sold during the third quarter of 2021. (c) 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.
SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL MEASURES (Continued) (Unaudited; in millions, except per share amounts) Nine Months Ended September 30, 2022 Net Earnings Earnings from from Continuing Continuing Diluted EPS Operations Operations from Before Income Provision for Attributable to Continuing Taxes Income Taxes Paramount Operations Reported (GAAP) $ 1,312 $ (264) $ 902 $ 1.32 Items affecting comparability: Restructuring and other corporate matters (a) 276 (62) 214 .33 Gain on dispositions (b) (56) 14 (42) (.06) Loss from investments (c) 9 (1) 8 .01 Loss on extinguishment of debt 120 (28) 92 .14 Discrete tax items (72) (72) (.11) Adjusted OIBDA (Non-GAAP) $ 1,661 $ (413) $ 1,102 $ 1.63 (a) Comprised of charges of $113 million for restructuring, consisting of severance costs associated with changes in management following the realignment of our operating segments and lease impairments; $117 million associated FBI with litigation described under Legal MattersStockholder Matters in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022; and $46 million recorded following Russias invasion of Ukraine in the first quarter of 2022, principally to reserve against amounts due from counterparties in Russia, Belarus and Ukraine. (b) Reflects a $41 million gain recognized upon the contribution of certain assets of Paramount+ in the Nordics to SkyShowtime as well as gains totaling $15 million from the sale of international intangible assets and a working capital adjustment to the gain from the fourth quarter 2021 sale of CBS Studio Center. (c) Reflects a loss on the sale of a 37.5% interest in The CW and an impairment of an investment. (d) Primarily reflects a deferred tax benefit resulting from the transfer of intangible assets between our subsidiaries in connection with a reorganization of our international operations. Nine Months Ended September 30, 2021 Net Earnings Earnings from from Continuing Continuing Diluted EPS Operations Operations from Before Income Provision for Attributable to Continuing Taxes Income Taxes Paramount Operations Reported (GAAP) $ 2,789 $ (312) $ 2,359 $ 3.62 Items affecting comparability: Restructuring and other corporate matters (a) 81 (20) 61 .10 Net gain on dispositions (b) (116) 27 (89) (.14) Loss on extinguishment of debt 128 (30) 98 .15 Gains from investments (c) (47) 11 (36) (.06) Pension settlement charges (d) 10 (2) 8 .01 Discrete tax items (e) (290) (290) (.45) Adjusted OIBDA (Non-GAAP) $ 2,845 $ (616) $ 2,111 $ 3.23 (a) Reflects severance costs associated with changes in management at certain of our businesses and the impairment of lease assets in connection with cost transformation initiatives related to the merger of Viacom Inc. with and into CBS Corporation. (b) Primarily reflects a gain on the sale of a noncore trademark licensing operation. (c) Reflects a gain of $37 million on the sale of an investment and an increase in the fair value of an investment which was sold during the third quarter of 2021. (d) 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. (e) Primarily reflects a benefit of $260 million to remeasure our UK net deferred income tax asset as a result of the enactment in the second quarter of 2021 of an increase in the UK corporate income tax rate from 19% to 25% beginning April 1, 2023, as well as a net tax benefit in connection with the settlement of income tax audits. 12